1. When do transfer of undertakings rules apply in Belgium?

Belgian transfer of undertakings rules under CBA no. 32bis typically apply when the following elements are present:there is a change of employer;there is a transfer of an undertaking or part of an undertaking;the transfer takes place by agreement, interpreted broadly.In practice, this often concerns a business, division, department, activity, or organized economic entity moving to another employer. The analysis always depends on the facts: employees, assets, customers, processes, know-how, organization, and continuity.

2. What happens to employees in the case of the transfer?

As a rule, the employees attached to the undertaking move automatically to the transferee. Their employment continues by operation of law. This means the rights and obligations arising from the employment relationship pass to the transferee. In other words, the employment contract itself does not need to be renegotiated just because of the transfer.

3. Can the transferee choose which employees will be transferred?

No. In a transfer of undertakings case, the transferee cannot simply cherry-pick employees. Whether employees are transferred depends on whether they belong to the undertaking or activity being transferred. That is a factual assessment based on organization, function, and actual work performed.

4. Which rights and obligations move to the transferee?

In principle, the rights and obligations connected with the employment relationship pass to the transferee at the time of the transfer. This includes salary arrangements, seniority, working time, function, and many contractual rights.A careful review is still needed for bonus plans, incentive structures, insurance arrangements, pension-related rights, and specific collective bargaining arrangements. Supplementary social security schemes, including certain pension, survivor’s and disability benefit arrangements, are not governed in the same way by the automatic transfer rules of CBA no. 32bis and should always be assessed separately.

5. Are there information and consultation duties?

Yes. Before the transfer, the relevant employee representation bodies must be informed and, where applicable, consulted in advance.Depending on the company structure, this may involve the works council, the union delegation, or the committee for prevention and protection at work. If no employee representative body exists, the employees concerned by the transfer must receive the required information directly.The information typically covers the date or proposed date of the transfer, the reason for the transfer, the legal, economic, and social implications for employees, and any measures envisaged in relation to them.

6. What if there is no works council?

If there is no works council, we check which other bodies are present.This may be the union delegation or, if there is no union delegation, the committee for prevention and protection at work. If none of these bodies exists, the employees concerned by the transfer must be informed directly.The right route matters. Using the wrong channel, communicating too late, or providing incomplete information can create legal and social risk.

7. What is the role of the transferor and the transferee?

Both sides have specific obligations.The transferor and the transferee must coordinate the legal, HR, and communication aspects of the transfer. This includes identifying the employees in scope, mapping rights and obligations, preparing information and consultation, addressing liabilities, and aligning post-closing implementation.Getting the timing right before the transfer is often just as important as getting the legal analysis right.

8. Does CBA no. 32bis apply to a share deal?

In principle, no.In a pure share deal, the employer does not change. The legal entity remains the same employer before and after the transaction. The shareholders change, but the employment contracts remain with the same company. Because there is no change of employer, a pure share deal does not normally qualify as a transfer of undertaking under CBA no. 32bis.That said, share deals are often part of broader restructuring or carve-out scenarios. If assets, activities, employees, or business units are moved before or after the share transaction, a separate CBA no. 32bis analysis may still be required.

Transfer of Undertakings Belgium

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