Corporate criminal liability in Belgium: the company’s exposure
Criminal Law · January 22, 2026
A company is not protected from criminal prosecution simply because it acts through individuals. Belgian law recognises a legal entity’s own criminal liability. An investigation may therefore concern the business, its governing bodies and particular employees at the same time. The first question is not only who physically acted, but how the facts may be attributed to each person or entity. Separate legal personality provides neither criminal immunity nor proof of guilt, and cannot replace an examination of the actual conduct and circumstances.
The statutory reference must match the applicable law. Article 5 of the former Criminal Code provides for this liability; Article 18 of the new Book I carries the principle forward. The date of the facts, commencement of the relevant legislation and any more lenient criminal law must be checked before quoting a provision or penalty. Proceedings started today may concern earlier conduct. Describing every case using a single article number without considering transitional rules would therefore give an incomplete account of the legal framework.
The framework concerns, among other cases, offences intrinsically linked to achieving the legal entity’s purpose or protecting its interests, and offences shown by the facts to have been committed on its behalf. It is not enough to establish that an employee belongs to the business. The elements of the offence and the conditions for attribution must be proved. Decisions of governing bodies, instructions, delegations and practices actually followed inform this analysis. Written policies alone do not establish how the organisation acted in the specific circumstances under investigation.
The entity’s liability does not exclude that of individuals who committed or participated in the same facts. Concurrent liability is possible and requires individual assessment. A director is not automatically guilty because of their office. Conversely, relying on a delegation does not necessarily remove all exposure. Actual authority, available information, decisions taken and the mental element required for the offence must be examined. A company and a director may consequently need different defence strategies, even if they initially appear to share the same account of events.
Exposure is not limited to a fine. Depending on the applicable legislation and statutory conditions, confiscation and other sanctions affecting the activity, premises or legal entity may be considered. The new Code has a specific sentencing framework for legal entities which must be read alongside the offence classification. Interim measures and seizures can affect liquidity before judgment. Consequences for licences, contracts and banking relationships follow separate rules and should not be described as automatic. Their practical significance needs assessment independently of the criminal penalty itself.
The defence must address conflicts of interest early. Where the legal entity and its authorised representative face prosecution for the same or related facts, Article 2bis of the Code of Criminal Procedure provides, under its conditions, for an ad hoc representative. This is distinct from appointing separate lawyers. Preserve records, organise access to the case and prevent an internal investigation from destroying evidence or requiring employees to adopt a shared version. Confidentiality and individual rights remain important even when the business wants rapid clarity about what happened.
A criminal settlement may be considered under Article 216bis, but is neither an entitlement nor suitable for every case. Its requirements, treatment of loss and any judicial review must be assessed before agreement. Prevention then relies on effective delegations, properly handled alerts and documented controls; a compliance policy does not erase an established offence. The legal review connects criminal law, governance, taxation and compliance to distinguish the company’s exposure from its directors’ exposure and support decisions based on the actual facts rather than assumptions about corporate protection.