CFCL Holding restrictions/Disclosure requirements - Belgium

Regulatory structure

Please refer to the CBL Market infrastructure - Belgium for the complete information about the regulatory structure.

Holding restrictions – Register Market - Belgium

Disclaimer

The information contained in the Holding Restrictions is based on the legal opinion obtained by CBL that was issued on 17 June 2019. CBL acting as a sub-custodian for CFCL believes the information to be correct as of that date but disclaims any responsibility as to the accuracy and completeness of the information after that date. In the case of discrepancy between the information provided by CFCL and the local laws and regulations, the latter shall prevail.

CBL acting as a sub-custodian for CFCL wishes to draw the client’s of CFCL attention to the introduction of a new Belgian company’s code by the law of 28 February 2019 on the introduction of the Code of Companies and Associations and other provisions which entered into force on 1 May 2019 and will be applicable to the existing companies as from 1 January 2020, with an opt-in possibility before that date. The information provided in the Holding Restrictions is strictly limited to the Belgian Companies Code as it applies to existing companies at the date of the issuance of the legal opinion and may not reflect the forthcoming changes. It should be noted that the information contained in the Holding Restrictions is only provided for information and does not constitute legal advice and clients should seek advice from independent professional counsel.

Clients are responsible for ensuring compliance with the holding restrictions and agree to indemnify and hold harmless CFCL acting as a sub-custodian for CFCL, for any loss, expense, liability, damage or claims, whether direct or indirect, against or incurred by CFCL arising out of or resulting from such non-compliance.

Restrictions on clients

No general restrictions on client residency for holdings held through CBL acting as a sub-custodian for CFCL. However, certain funds may impose specific restrictions on investor domicile. Clients must refer to and abide by the restrictions (if any) contained in the fund prospectus before entering into transactions.

Sanctions legislation may also impose restrictions or a ban on dealing with entities of which the ultimate beneficiaries would have ties to certain (sanctioned) countries.
Restrictions may also apply in relation to the nature or qualification of the holder of Participation Rights, for example in relation to institutional or private AIFs.

Restrictions on settlement

There is no general restriction on settlement on Belgian investment funds through CBL acting as a sub-custodian for CFCL. However, certain funds may impose specific settlement/transfer restrictions. Clients must refer to and abide by the restrictions (if any) contained in the fund prospectus before entering into transactions.

Disclosure requirements

Introductory information and categories​

This section provides general information about the disclosure requirements for fund securities holdings with which Clearstream Fund Centre must, according to the information available at the time of the present publication, comply with each of the domestic markets and fund markets covered by the Disclosure Requirements.

Fund securities that are held remotely are usually not disclosed by CFCL. A disclosure request received by CFCL regarding such a holding will be forwarded to the relevant client without assessing its validity and the CFCL Client shall handle the request on a voluntary basis.

Disclosure requirements are only available for those countries where CFCL has a link to the respective domestic market or direct access to local domiciled funds that are held in Clearstream’s name on the register.

For fund securities holdings where CFCL has no such link or direct access to the register, clients must be aware that local laws might provide for mandatory disclosure. A disclosure request in this regard will be forwarded to clients without assessing its validity. Clients commit not to unreasonably withhold their consent to such a request and agree to indemnify CFCL for damages resulting directly from non-compliance with mandatory local disclosure requirements.

In most cases, the obligation to disclose is based on the domestic equivalent of a Companies Act, relevant investment funds act or anti-money laundering act and covers all security types.

In some instances, the obligation to disclose is based on stock exchange laws or regulations and only applies to listed domestic and foreign securities.

The Disclosure Requirements do not constitute legal advice and the Clients should seek independent professional advice in relation to fund securities deposited with CFCL, especially as, for those jurisdictions in which no disclosure obligation falls on CFCL, there may be separate disclosure requirements that apply directly to clients of CFCL, shareholders and beneficial owners.

Please note that CFCL is not always given comprehensive information or advised of changes affecting local disclosure requirements.

It remains the sole responsibility of the Client to ensure compliance with local disclosure requirements. If a requirement is not met, it is the Client who will be liable to any related penalty. Clients are therefore advised to seek independent legal advice on the existence and interpretation of local disclosure requirements.

In the case of a discrepancy between the general information contained in this document and the information provided by CFCL for a specific market, as applicable (irrespective of whether this information has been obtained from an agent of Clearstream Fund Centre, or, as the case may be, a foreign regulator of a branch of CFCL), the information provided by CFCL for the specific market as applicable, shall prevail.

N.B.: In all countries, if it is suspected that a disclosure obligation has been breached (for example, that a threshold of holdings under custody has been crossed without being reported), the regulators and the authorities may have the power to investigate. Moreover, in all countries, disclosure obligations might be triggered by enforceable judgements of the competent jurisdiction of the country in question.

Disclosure categories

Clearstream Fund Centre classifies disclosure scenarios according to the following market categories:

Category 1

Markets where disclosure by Clearstream Banking to issuers, investment fund managers and/or to regulators or market authorities is mandatory under applicable law;

Category 2

Markets where disclosure by Clearstream Banking of account holders to issuers, investment fund managers and/or foreign regulators or market authorities is a legal obligation in respect of securities in specific circumstances;

Category 3

Markets where there is no obligation for Clearstream Banking as custodian of Clearstream Fund Centre to disclose account holders to issuers, investment fund managers and/or regulators, notwithstanding any disclosure requirement falling directly on clients of Clearstream Banking, shareholders and/or beneficial owners or notwithstanding disclosure necessary to obey an enforceable judgement of the country in question.

Disclosure requirements – CSD Market - Belgium

Disclosure Category: 2

Any obligation may fall on CBL, as a custodian, to disclose details of its account holders to issuers, to central banks and/or to regulators on request in certain specific circumstances.

Consent

In order to comply with the applicable legislation as mentioned below, clients entering into transactions in the Belgian domestic market consent, and are hereby deemed to consent, to disclosure and to the appointment of the requestor (for example. the National Bank of Belgium) as their attorney-in-fact, under power of attorney, to collect from CFCL such information as required to be disclosed.

Clients who do not want to grant such authority to CFCL should refrain from holding such securities in their account with CFCL.

Disclosure Requirement

Clients are advised that local laws and regulations may require CFCL or its depository to disclose holding information and details of beneficial ownership with respect to the Eligible Securities held with Clearstream Fund Centre's securities account. 

As per Article 6 of the 2 May 2007 Law, published in the Moniteur Belge on 12/06/2007, it is required to disclose holdings of 5% or more of the voting rights. 

Please refer to the Disclosure Requirements – Belgium for more information about the Disclosure Requirements under the CSD market

Disclaimer

The information contained in the Disclosure Requirements is based on the legal opinion obtained by CBL acting as a sub-custodian of CFCL that was issued on 17 June 2019. CFCL believes the information to be correct as of that date but disclaims any responsibility as to the accuracy and completeness of the information after that date. In the case of discrepancy between the information provided by CBL and the local laws and regulations, the latter shall prevail. 

CFCL wishes to draw the Client’s attention to the introduction of a new Belgian company’s code by the law of 28 February 2019 on the introduction of the Code of Companies and Associations and other provisions which entered into force on 1 May 2019 and will be applicable to the existing companies as from 1 January 2020, with an opt-in possibility before that date. The information provided in the Disclosure Requirements is strictly limited to the Belgian Companies Code as it applies to existing companies at the date of the issuance of the legal opinion and may not reflect the forthcoming changes. It should be noted that the information contained in the Disclosure Requirements is only provided for information and does not constitute legal advice and Clients should seek advice from independent professional counsel. 

Clients are responsible for ensuring compliance with the disclosure requirements and agree to indemnify and hold harmless CFCL acting as a sub-custodian of CFCL, for any loss, expense, liability, damage or claims, whether direct or indirect, against or incurred by CFCL arising out of or resulting from such non-compliance.