In Belgium, securing business relationships means drafting the right contracts. The new Belgian Civil Code (Book 5, in force since 1 January 2023), the Code of Economic Law (CDE) and various special statutes govern companies' contractual obligations. This article presents the essential commercial contracts every Belgian entrepreneur needs, with the key clauses, legal references and best practices to adopt.
The legal framework for commercial contracts in Belgium
Applicable sources of law
Commercial contracts in Belgium are governed by several sources:
- The new Civil Code (Book 5): general rules on obligations, contract formation, non-performance and contractual liability
- The Code of Economic Law (CDE): rules specific to commercial relationships (unfair B2B terms, commercial partnerships, distance selling)
- Special statutes: the Employment Contracts Act, the Commercial Agency Act, the Commercial Leases Act, etc.
- European law: directives on the sale of goods, digital services, and late payment
Fundamental principles of Belgian contract law
Book 5 of the new Civil Code enshrines several essential principles:
- Freedom of contract (Article 5.14): the parties are free to contract and to determine the content of the contract
- Good faith (Article 5.73): contracts must be performed in good faith
- Binding force (Article 5.69): the contract has the force of law between the parties
- Change of circumstances (imprévision, Article 5.74): a major new provision allowing a contract to be renegotiated where an unforeseeable change in circumstances makes performance excessively onerous
- Relative effect (Article 5.98): the contract only creates obligations between the parties
The 10 essential commercial contracts
Here is our selection of the commercial contracts every Belgian business should have in place.
1. The service agreement
This is the most common contract for the self-employed and service companies in Belgium.
Essential clauses:
- A precise description of the services to be provided
- Delivery deadlines and milestones
- Price (fixed fee or time-based) and billing terms
- Best-efforts obligation vs obligation of result
- Confidentiality and intellectual property
- A non-compete clause (see our dedicated article)
- Termination conditions
Reference fee levels in Belgium (2026):
| Profession | Average hourly rate |
|---|---|
| Management consultant | EUR 80 – 200/h |
| Web/IT developer | EUR 60 – 150/h |
| Lawyer | EUR 150 – 400/h |
| Accountant (ITAA) | EUR 80 – 150/h |
| Graphic designer | EUR 50 – 120/h |
| Translator | EUR 40 – 80/h |
2. The commercial sale agreement
Governs the sale of goods between businesses. In B2B, the parties enjoy considerable contractual freedom.
Essential clauses:
- Description of the products and quantities
- Unit and total price (excl. and incl. VAT)
- Incoterms (EXW, FCA, CIF, DDP, etc.) for international sales
- Delivery time and place
- Retention of title (Article 5.196 of the new Civil Code): the seller retains ownership until payment is made in full
- Warranty against hidden defects
- Late payment penalties (the statutory B2B interest rate: around 10.5% in 2026)
The retention of title clause:
Since the new Civil Code, retention of title is enforceable against third parties (including in the event of the buyer's bankruptcy) if it is agreed in writing no later than the time of delivery. This is essential protection for B2B sellers.
3. The subcontracting agreement
Essential whenever a company outsources part of its work to a third party.
Specific legal framework:
- The law of 10 January 1978 on subcontracting in the construction sector imposes direct-payment rules
- Article 1798 of the former Civil Code provides for a direct claim by the subcontractor against the project owner
- Joint and several liability for social and tax debts (law of 11 December 2016 on posted workers)
Essential clauses:
- Precise identification of the subcontracted work
- Prohibition or authorisation of sub-subcontracting
- Compliance with social and tax rules (NSSO certificate)
- Professional liability insurance
- Price and payment terms (the subcontractor must be paid within a reasonable time, a maximum of 60 days)
4. The confidentiality agreement (NDA)
The NDA (Non-Disclosure Agreement) protects sensitive information exchanged before or during a business relationship.
Essential clauses:
- A precise definition of confidential information
- The duration of the confidentiality obligation (generally 2 to 5 years after the relationship ends)
- Exceptions (public information, information already known, or information required by law)
- Penalties for breach (a penalty clause: EUR 10,000 to 100,000 depending on what's at stake)
- Return or destruction of documents when the relationship ends
- GDPR compliance where personal data is involved
5. The commercial distribution agreement
Governs the relationship between a supplier and a distributor.
Legal framework:
- Book X of the CDE for commercial partnership agreements (franchising, dealership)
- Former Article X.35 of the CDE for exclusive sales concessions
- European Directive 2022/720 on vertical agreements (block exemption)
Essential clauses:
- Exclusive or non-exclusive territory
- Minimum sales targets
- Recommended pricing policy (careful: imposing resale prices is prohibited under competition law)
- Supply obligation (exclusive or not)
- A non-compete clause (maximum 5 years during the contract, 12 months afterwards)
- Termination conditions and a reasonable notice period
6. The commercial lease
The Belgian commercial lease is governed by the law of 30 April 1951 on commercial leases, which offers strong protection to the commercial tenant.
Main characteristics:
| Aspect | Applicable rule |
|---|---|
| Minimum duration | 9 years |
| Renewal | Right to 3 renewals of 9 years (potential total: 36 years) |
| Renewal request | By bailiff's writ, between the 18th and 15th month before expiry |
| Sub-letting | Prohibited unless the landlord agrees |
| Assignment of the lease | Permitted together with the business |
| Early termination by the tenant | At each 3-year period, with 6 months' notice |
| Eviction compensation | 1 to 3 years' rent if the landlord refuses renewal without legitimate grounds |
Average commercial rents in Belgium (2026):
- Brussels city centre: EUR 200 – 600/m²/year
- Antwerp centre: EUR 150 – 400/m²/year
- Liège centre: EUR 80 – 200/m²/year
- Out-of-town retail parks: EUR 50 – 150/m²/year
7. The shareholders' agreement
Essential when several people set up a company together. This contract supplements the company's articles of association.
Essential clauses:
- The allocation of roles and decision-making powers
- Dividend distribution policy
- An approval clause (consent of the other shareholders for a transfer of shares)
- A pre-emption clause (a priority right to buy back shares)
- "Drag-along" and "tag-along" clauses (obligations to follow in the event of a sale)
- An exit clause (buy-back of shares in the event of a dispute, and a valuation formula)
- A non-compete clause for the shareholders
- A "deadlock" clause (decision-making gridlock)
Example valuation formula:
Share value = (Average EBITDA of the last 3 financial years) x sector multiplier – net debt
8. The employment contract
Governed by the Employment Contracts Act of 3 July 1978.
Types of contract in Belgium:
| Type | Characteristics |
|---|---|
| Permanent contract (CDI) | Indefinite duration, oral or written form |
| Fixed-term contract (CDD) | Fixed duration, written form compulsory before work begins |
| Temporary work | Via an approved temp agency |
| Replacement contract | Maximum 2 years |
| Student employment | Maximum 600 hours/year (reduced social contributions) |
Mandatory details:
- Identity of the parties
- Start date and duration (if fixed-term)
- Place of work
- Job title and description of duties
- Pay and benefits
- Working hours
- Reference to the work rules and applicable collective bargaining agreements (CBAs)
9. The commercial agency agreement
Governed by Book X, Title 1, Chapter 2 of the CDE (Articles X.1 to X.25), transposing European Directive 86/653.
Protections for the agent:
- The right to eviction compensation if the principal terminates the agreement (a maximum of 1 year's commission, calculated on the average of the last 5 years)
- A compulsory notice period (1 month per year started, minimum 1 month, maximum 6 months)
- The right to commission on deals concluded after the contract ends, if they result from the agent's work
- Protection against termination without notice (except for serious misconduct)
10. The software licence / SaaS agreement
Increasingly common as digitalisation advances, this contract governs the use of software solutions.
Essential clauses:
- Licence type (proprietary, open source, SaaS)
- Number of authorised users
- Service level agreement (SLA): uptime, response times, penalties
- Data protection and GDPR compliance
- Ownership of the source code and any bespoke development
- Termination conditions and data portability
- An audit clause
Drafting best practices
These principles apply to all your commercial contracts, whatever their type.
The 7 golden rules
- Put everything in writing: even though Belgian law recognises oral contracts between traders (Article 8.11, paragraph 3 of the new Civil Code), written evidence helps avoid disputes
- Be precise and specific: avoid vague wording such as "within a reasonable time" without further detail
- Plan for negative scenarios: what happens in the event of delay, default or a dispute?
- Include a mediation clause before any court proceedings (saving time and money)
- Include a severability clause: if one clause is void, the rest of the contract survives
- Date and sign every page (or initial it)
- Keep contracts for at least 10 years (the limitation period for contractual claims is 5 years, under Article 2262bis of the former Civil Code)
The cost of professional drafting
| Type of contract | Average cost (lawyer) |
|---|---|
| Standard service agreement | EUR 800 – 2,000 |
| Distribution/franchise agreement | EUR 2,000 – 5,000 |
| Shareholders' agreement | EUR 2,000 – 8,000 |
| Commercial lease (negotiation + drafting) | EUR 1,000 – 3,000 |
| Full T&Cs (B2B + B2C) | EUR 1,500 – 4,000 |
| Standard employment contract | EUR 500 – 1,500 |
Useful resources
- FPS Justice (justice.belgium.be): legislation and case law
- FPS Economy (economie.fgov.be): the Code of Economic Law
- Crossroads Bank for Enterprises (BCE): checking a business partner's details
- Belgian Official Gazette (ejustice.just.fgov.be): publication of laws and royal decrees
- ITAA (itaa.be): the Institute for Tax Advisors and Accountants
- The Bar association: find a specialist lawyer (avocats.be, advocaat.be)
- Enterprise counters: UCM, Liantis, Acerta, Securex, Partena for support
Conclusion
Securing your business relationships with well-drafted commercial contracts is an investment that protects the company in the long run. In Belgium, the legal framework has changed significantly with the new Civil Code coming into force in 2023 and the introduction of controls on unfair B2B terms. Every contract should be tailored to the company's specific situation, its sector of activity and the risks identified. Don't hesitate to consult a lawyer specialising in commercial law to draft or review your most important contracts.
