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a. Extracontractual liability

Starting 1 January 2025, the landscape of extracontractual liability in Belgium will undergo significant changes with the introduction of the new Book 6 of the Belgian Civil Code. For real estate professionals, two key amendments stand out: the possibility of concurrent contractual and extracontractual claims between contracting parties, and the ability to file liability claims against auxiliary persons of your counterparty, such as subcontractors, employees, or directors. By way of example, a property developer can now consider filing extracontractual claims against a subcontractor in the event of the main contractor's bankruptcy, a recourse not available under the previous legal framework.

While legislation or contracts may exclude the tort claim in general, parties can also invoke specific exceptions from applicable legal provisions or contractual liability limitations (for instance the exoneration in the civil code for visible defects or a contractual liability cap), except in cases involving harm to physical or psychological integrity or intentional harm. This underscore the importance of incorporating contractual exceptions to limit liability, ensuring these provisions extend to your auxiliaries (employees, directors, subcontractors) and can be invoked by them as beneficiaries. Lastly, as a subcontractor or auxiliary person you will benefit from transparency of contracts higher up the chain.

b. Energy compliance

The Flemish energy regulation stipulates that non-residential buildings should dispose of a valid energy performance certificate (EPC) as of 2025 or 2026 (depending on the floor surface) regardless of any transfer or lease. To encourage further renovation and make existing non-residential buildings carbon neutral, the Flemish energy regulation also provides a permanent EPC obligation and the renovation obligation in case of a transfer that, as of 2030, the EPC for a non-residential building should indicate at least a minimum energy label E. As an owner or holder of a right in rem you have the obligation to obtain the required EPC, to renew it on time and to take the necessary measures to meet the minimum energy label requirement on time. For small non-residential buildings there is no obligation to dispose of a valid EPC by 2025 or 2026. However, as an owner or holder of a right in rem on a small non-residential building you must have a valid EPC indicating at least a minimum energy label De or E (depending on the type of building) by 2030 regardless of any transfer or lease. Finally, the technical report which is used to check the compliance of a residential unit with the Flemish housing quality standards stipulates that as of 2030 at least an energy label D or E (depending on the type of building) is required to prevent a residential building being declared unsuitable for habitation.

Regarding charging infrastructure, a European directive has introduced the obligation for owners or holders of a right in rem to install charging infrastructure for electric vehicles as of 2025. In the Flemish and Walloon Regions, this obligation applies to existing non-residential buildings with at least 20 parking spaces. If your building falls within this scope, at least 2 charging points are required in the Flemish Region and 1 charging point in the Walloon Region. Moreover, the Walloon regulation stipulates that the necessary infrastructure should be installed for at least 20% of the parking spaces so that charging points can be installed easily at a later stage. In the Brussels-Capital Region, the obligation applies as of 10 parking spaces and is applicable to non-residential and residential buildings. The Brussels-Capital Region applies a ratio to determine the amount of required charging points, which is different for each type of building (office, housing and a "rest� category). The holder of the required environmental permit is responsible for complying with this obligation.

The way companies communicate their financial performance is set to change.

Responding to investor calls for more relevant and comparable information, IFRS 18 Presentation and Disclosure in Financial Statements aims to provide greater consistency in presentation of the income and cash flow statements, and more disaggregated information.

So what does this mean for companies� financial reporting? Essentially, companies� net profit will not change. However, what will change is how they present their results on the face of the income statement and disclose information in the notes to the financial statements. Also, certain ‘non-GAAP� measures � management performance measures (MPMs) � will now form part of the audited financial statements. Together, the new requirements will help companies to better tell their story and connect their reporting in the financial statements.

The new standard will impact all companies across different industries so now is the time to get ready. Companies need to focus on the detailed requirements and apply them to their specific circumstances to make new judgements, navigate complexities, and oversee changes to systems and processes.

a. Extracontractual liability

In the field of direct taxation, the measures mentioned in the Federal Deal with a link to real estate can be summarized as follows:

• Dividends-received deduction becomes an exemption and, while the minimum participation condition of 10% remains, the alternative minimum acquisition value of 2,5 MEUR is increased to 4 MEUR. The participation must also constitute a financial fixed asset (excluding SME’s).
• Tax consolidation (group contribution regime) will not only be possible in case of direct participations, but also in case of indirect participations. New companies will no longer be excluded. The dividends-received deduction can be applied on the received group contribution.
• The investment deduction can be carried forward unlimited in time, without limitations. The thematic deduction will be increased from 30% to 40% for large companies (already the case for small companies).
• In the framework of the personal income tax, a tax (“solidarity contributionâ€�) of 10% will be introduced on future realized capital gains on financial assets, including crypto assets, built up as from the moment of introduction of the tax. Historic capital gains are thus exempt. Capital losses can be deducted within the year, without carry-forward. The first 10.000 EUR (to be indexed) will be exempt and in case of a considerable participation of at least 20%, 1 MEUR will always be exempt.
• Carried interest: a specific, competitive tax regime will be introduced with a maximum rate of 30% on movable income. There will be no impact on existing plans.
• Carried interest: a specific, competitive tax regime will be introduced with a maximum rate of 30% on movable income. There will be no impact on existing plans.
• The periods for tax audit and assessment will generally be 3 years (4 years for complex and semi-complex tax returns) as from 1 January of the assessment year, except in the case of (suspicion of) fraud. In the case of fraud, the period will be 7 years as from 1 January of the assessment year.

Furthermore, we note that the coalition agreement states that the federal government will support the regions, if they would like, in their fight against so-called share deals involving real estate companies.

b. VAT

• VAT rates:
  • Temporary reduction from 21% to 6% for the supply and installation of heat pumps for a period of 5 years.
  • Extension of the demolition and reconstruction regime of 6% to supplies, subject to the current social conditions. For supplies, the surface criterion will be reduced from 200 m2 to 175 m2.
  • Increase from 6% to 21% for the supply and installation of fossil fuel combustion boilers in the context of a renovation (for dwellings older than 10 years).
• Elaboration of a clear definition for “renovation worksâ€� and “works leading to a new buildingâ€�.

The Corporate Sustainability Reporting Directive (CSRD) mandates that large companies and listed SMEs disclose information on environmental, social, and governance (ESG) factors, with the aim of enhancing transparency and comparability of sustainability data. The implementation deadlines are staggered, starting from fiscal year 2024 for companies already subject to the Non-Financial Reporting Directive (NFRD), extending to fiscal year 2025 for large companies not previously covered, and fiscal year 2026 for listed SMEs. The EU aims to decrease the regulatory burden by 25% and a legislative proposal will be published 26 of February 2025, which might simplify the sustainability regulation.

Best practice:

• Embrace CSRD as an opportunity to tell your story towards sustainability.
• Define your destination, build your team and construct your story in an agile and smart way.
• Start timely! Be flexible, adjust to circumstances and enjoy the journey.

AI has made significant strides in both capability and accessibility, with applications now permeating not only back-office functions but also core operations. However, many organizations still face challenges in fully realizing value from AI � these struggles often stem more from organizational factors than from technological limitations. The real estate sector in particular has been slower to adopt and embrace AI-driven transformation, which raises concerns about its overall maturity. This lack of readiness is particularly relevant given the evolving risks associated with AI, and especially considering the upcoming AI Act.