Belgium new Civil Code: what does Book 6 mean for Belgian Associations?

In this article, Kadrant Law explains the key changes introduced by Book 6 of the new Belgian Civil Code and how the reform of extra-contractual liability affects association directors. The analysis outlines the end of directors’ “quasi-immunity”, the introduction of concurrent liability, and the practical steps boards should consider to mitigate risk.

In recent years, Belgium has undertaken one of the most significant reforms of its Civil Code. Beyond a mere structural reorganization of the Code into thematic books, each dedicated to a core area of private law, including inter alia property law, patrimonial relationships, law of obligations, and civil liability, the legislator also aimed to formalize and codify well-established case law, in order to enhance legal certainty.

Associations established in Belgium are directly affected by these developments. One reform in particular deserves attention: the new Book 6, effective 1 January 2025, on extra-contractual liability (tort law). This reform significantly reshapes how directors of associations may be held liable vis-à-vis third parties.

The Pre-2025 regime: quasi-immunity

Under the previous regime, directors of Belgian Associations enjoyed a form of “quasi-immunity” toward third parties. In practice, this meant that when an Association breached a contract, third parties could generally bring claims only against the Association itself, and not the individual directors.

Directors could only be held personally liable in cases of fraud or acts that went beyond a mere contractual breach, amounting to a violation of the general duty of care expected from a prudent and diligent director. This immunity did not prevent actions against directors for wrongful acts committed in the exercise of their functions, but such liability remained strictly limited to situations where their decisions or actions clearly fell outside the range of what could be expected from reasonably diligent directors under similar circumstances.

In addition, directors’ liability was capped according to the size of the association, measured by its average annual turnover, as provided under Article 2:56 of the Belgian Code of Companies and Associations (BCCA) with limits ranging approximately EUR 125,000 for smaller associations up to EUR 12 million for the largest. These caps continue to apply under the new regime.

New Book 6: the end of quasi-immunity

Book 6 of the New Belgian Civil Code removes this “quasi-immunity” of directors. Third parties may now bring direct claims against them when a contractual breach by the Association also involves a personal extra-contractual fault on the part of the director.

This represents a major shift: directors are no longer automatically shielded from claims by third parties simply because they acted on behalf of the Association. They may now be held personally liable where their conduct constitutes a distinct extra-contractual fault, assessed against the standard of a prudent and diligent director, with liability still capped under the BCCA.

Concurrent liability of the association

Furthermore, Book 6 introduces concurrent liability for the Association itself. Under Article 6.15 of the New Belgian Civil Code, a legal entity is strictly liable for damages caused to third parties by the acts of its directors in the exercise of their duties, even if the association itself has not committed a fault. In practice, this means that a third party may now bring a claim simultaneously against both the association and its directors.

If the Association compensates the damaged party, it may later seek reimbursement from the director, subject to the liability caps established under the BCCA.

Practical implications for Belgian Associations

For Association boards, the reform calls for heightened vigilance:

• Governance scrutiny increases — decision-making processes should be well documented and defensible.

• Risk management becomes essential — including reviewing insurance coverage (such as D&O policies).

• Training and awareness for directors may help mitigate exposure.

  
  

While the liability caps remain a safeguard, the broader possibility of personal claims means directors must be more attentive to how their actions could affect third parties.