Collective Bargaining Agreement No. 32bis (belgium): Transfer of Undertakings Explained, 2026 Update

CBA 32bis Belgium is the cornerstone of Belgian employment law governing what happens to employees when a business, or part of one, changes hands, and understanding it has become mission-critical for HR directors, in-house counsel and M&A deal teams heading into 2026. This national collective bargaining agreement translates the protections of the EU Acquired Rights Directive into enforceable Belgian rules, ensuring that staff generally transfer automatically to a buyer, on their existing terms, when an undertaking is transferred. For anyone structuring an asset deal, a carve-out or a corporate reorganisation in Belgium, the practical question is rarely whether employees are protected but how to manage that protection efficiently and lawfully.

This 2026 update sets out what CBA 32bis requires, how it interacts with the Law of 3 July 1978 and EU law, and provides a step-by-step transaction playbook you can act on immediately.

Executive summary: what CBA No. 32bis does and why it matters in 2026

CBA 32bis Belgium sits at the intersection of labour law and corporate transactions. Whenever a going concern moves from one employer to another, this agreement dictates the fate of the workforce, and getting it wrong can expose buyers to unexpected liabilities and sellers to consultation failures. The essentials are best summarised as follows:

• Scope. CBA 32bis applies to the transfer of an undertaking (or part of one) that retains its identity following a change of employer resulting from a conventional (contractual) transfer or a merger.
• Automatic transfer. Employees assigned to the transferred business move to the new employer by operation of law, keeping their existing employment contract, seniority and terms and conditions.
• Buyer and seller obligations. Both parties carry information and consultation duties towards employee representatives, and the transferee inherits pre-existing obligations under the transferred contracts.
• Immediate actions for deals. Early due diligence, works council consultation, careful drafting of representations and warranties, and a structured post-closing integration plan are the four pillars of a compliant transaction under CBA 32bis Belgium.

The 2026 landscape places a premium on timing and documentation. With continued regulatory attention on worker protection across the EU, transaction teams that treat CBA 32bis as an afterthought risk delayed signings, disputed liabilities and reputational damage.

Quick answer: do employees transfer automatically under cba 32bis belgium?

Yes. Under CBA 32bis Belgium, where there is a transfer of an undertaking that keeps its identity, the employees assigned to that undertaking transfer automatically to the transferee, along with their rights and obligations under their employment contracts. This mirrors the automatic transfer principle in Directive 2001/23/EC and operates without the need for individual employee consent. The individual employment relationship, governed by the Law of 3 July 1978 on employment contracts, continues on the same terms with the new employer stepping into the shoes of the old one.

Practical implications for HR (payroll, benefits)

For HR teams, automatic transfer means that on the transfer date the buyer becomes responsible for salary, seniority-based entitlements, accrued holiday, variable pay arrangements and, in principle, the terms of any applicable collective agreements as far as CBA 32bis provides. Payroll must be set up to receive transferring employees at their current remuneration without dilution. Benefits, from meal vouchers to seniority-linked leave, generally carry across, and any assumption that the buyer can quietly harmonise these downwards is legally risky. The default position under CBA 32bis Belgium is continuity, not reset.

Legal framework: Belgian law, CBA No. 32bis and the EU Acquired Rights Directive

To advise confidently on a transaction, you need to understand the three-layer structure that produces employee protection in Belgium: the EU directive at the top, the national collective bargaining agreement implementing it, and the individual employment statute underneath. Together these sources determine whether a transfer has occurred, who transfers, and on what terms.

Law of 3 July 1978 on employment contracts, key articles

The Law of 3 July 1978 is the primary Belgian statute governing individual employment contracts. It regulates the formation, performance and termination of the employment relationship, including notice periods, protected leave, and the reciprocal duties of employer and employee. In a transfer scenario, this statute is the reference point for the content of each contract that moves to the buyer. Because CBA 32bis preserves those individual contracts intact, the Law of 3 July 1978 continues to govern the transferred relationships after closing, the identity of the employer changes, but the statutory framework does not. This is why buyers should audit each transferring contract against the 1978 Law’s requirements during due diligence: any pre-existing non-compliance is, as a rule, inherited.

Directive 2001/23/EC, how it shapes the Belgian approach

Directive 2001/23/EC, commonly known as the Acquired Rights Directive, consolidates the EU rules on safeguarding employees’ rights in the transfer of undertakings, businesses or parts of businesses. It establishes core protections that Belgium must implement: the automatic transfer of the employment relationship, the principle that a transfer is not in itself a valid ground for dismissal, and mandatory information and consultation of employee representatives. Dismissals for economic, technical or organisational reasons entailing changes in the workforce remain possible. The European Commission’s employment policy framework underpins the consistent application of these principles across member states. CBA 32bis is the Belgian transposition of this directive into the collective bargaining system.

Where CBA 32bis sits in the Belgian collective bargaining system

Belgium regulates much of its employment law through collective bargaining agreements concluded within the National Labour Council (Conseil National du Travail / Nationale Arbeidsraad). CBA No. 32bis is one of these national-level agreements, available through the CNT-NAR. Its authentic text and any subsequent amendments are published through the Belgian Official Gazette and e-justice portal. Because it is a nationally concluded collective agreement rendered generally binding by Royal Decree, CBA 32bis carries broad application across sectors, making it the definitive Belgian instrument for transfer-of-undertakings protection. Understanding its status within the CNT-NAR framework matters because it means the protections set a floor that transaction structures must respect.

2026 updates: rules employers must keep in view under cba 32bis belgium

Employers and M&A teams searching for the new rules in Belgium for 2026 are right to check how the broader employment-law environment interacts with transfer obligations. While CBA 32bis Belgium retains its established core, automatic transfer, protection against transfer-related dismissal, and information and consultation, the surrounding compliance environment continues to evolve, and the FPS Employment, Labour and Social Dialogue remains the authoritative government source for current guidance and official notices.

Points that affect notice, consultation and collective rights

The practical priorities for 2026 concern the procedural rigour expected around consultation and the documentation of the transfer’s rationale. Employers should treat the following as key:

• Consultation documentation. Courts and inspectorates increasingly expect a clear paper trail showing that employee representatives were informed and consulted in good time and before decisions were finalised. Retrospective consultation is a real enforcement risk.
• Notice-period discipline. Notice entitlements under the Law of 3 July 1978 continue to accrue on the basis of preserved seniority, so any post-transfer dismissal is generally calculated on the employee’s full service history, including years with the transferor.
• Collective-rights continuity. Company-level collective agreements and benefit schemes require careful handling; the default is continuity, and any harmonisation must be justified and lawfully implemented rather than assumed.

Because administrative guidance is periodically refreshed, transaction teams should verify the latest position directly with the FPS Employment portal before finalising deal timelines. Where a specific measure has been formally adopted, its authentic text and effective date will be published through the Belgian Official Gazette.

Practical impact on timing and HR checklists

The practical effect of the current environment is that consultation timing should be treated as a gating item on the transaction calendar rather than a late formality. Deal teams are well advised to build longer lead times for works council engagement, to prepare fuller information packs, and to document the economic rationale for any post-transfer restructuring from the outset. The safest approach is to front-load the employment workstream: start due diligence early, schedule consultation before any binding decision, and prepare employee communications well ahead of signing.

Transaction checklist: pre-sign, signing, 0–30 days, post-close

The single most valuable deliverable for any team handling a business transfer in Belgium is a structured, time-based playbook. The following practical checklist maps who does what and when, and forms the operational heart of managing transfer of undertakings in Belgium under CBA 32bis.

Pre-sign due diligence, what to audit

Before signing, the buyer’s counsel and HR team should build a complete picture of the workforce transferring across. A thorough employment due diligence exercise should audit the following:

• Applicable collective agreements. Identify all sector-level and company-level CBAs binding the transferring business, and assess which continue to apply post-transfer.
• Individual employment contracts. Review contract terms, seniority dates, remuneration, variable pay, and any clauses that create unusual liabilities.
• Benefits and schemes. Map meal vouchers, group insurance, occupational pension arrangements, company cars and seniority-linked leave.
• Works council minutes. Examine records of prior consultations, restructuring history and any ongoing disputes or grievances.
• Pending claims and disciplinary matters. Flag any live labour court proceedings, dismissal disputes or protected-employee statuses.

The output of this audit feeds directly into the risk allocation between buyer and seller and informs the representations and warranties negotiated in the transaction documents.

Contract protections and representations (sample wording)

Because the buyer inherits transferring liabilities by operation of law, the sale and purchase agreement should reallocate economic risk through contractual protections. A model representation might provide that the Seller warrants that all employees assigned to the Transferred Business are correctly identified in the Disclosure Schedule, that all remuneration, benefits and social security obligations have been paid up to the Completion Date, and that there are no pending or threatened claims, collective disputes or works council proceedings relating to the transferring employees. This should be paired with a tailored indemnity covering pre-completion employment liabilities.

Legal review required. Sample wording is illustrative only. Every clause must be adapted to the specific transaction, the applicable collective agreements and the parties’ commercial position, and validated by qualified Belgian counsel before use.

Employee communications and works council consultation

Consultation is not optional. Where a works council or employee representatives exist, both the transferor and transferee must inform and consult them in good time before the transfer regarding the reasons for the transfer, its legal, economic and social implications for employees, and any measures envisaged. In the absence of a works council, information duties still apply to the relevant employee representatives. The practical sequence is: prepare a written information pack, convene the consultation meeting before the decision is finalised, minute the discussion carefully, and only then proceed. Employee-facing communications should be consistent, clear about the continuity of terms, and coordinated between seller and buyer to avoid mixed messages.

Post-closing operational integration tasks

In the 0–30 day window and beyond, the buyer’s HR function must operationalise the transfer:

• Payroll transfer. Onboard transferring employees onto the buyer’s payroll at their existing remuneration, preserving seniority for all calculations.
• Benefits continuity. Continue or replicate benefit entitlements, ensuring no unlawful erosion of acquired rights.
• Records migration. Transfer personnel files, contracts and consultation records into the buyer’s systems.
• Collective-agreement mapping. Confirm which CBAs continue to bind the transferred workforce and plan any lawful future harmonisation.
• Communication follow-up. Hold onboarding sessions to reassure transferring staff and answer practical questions.

Treating integration as a project with named owners and deadlines is the surest way to avoid the disputes that arise when transferring employees feel their acquired rights have been diminished.

Successor liability and collective agreements: what carries over?

One of the most consequential features of transfer of undertaking rules in Belgium is successor liability. Under CBA 32bis and the Law of 3 July 1978, the transferee generally steps into the transferor’s shoes with respect to the transferring employment relationships, inheriting the rights and obligations arising from them. This means seniority, accrued but untaken leave, variable pay arrangements and, subject to specific rules, certain pension and benefit entitlements carry across to the new employer. In many cases the transferor and transferee are jointly liable for obligations existing at the time of transfer, which is precisely why buyers protect themselves through indemnities and disclosure.

When the buyer can lawfully restructure, and the limits

The protective framework does not freeze the workforce permanently. A buyer may restructure after a transfer, but the transfer itself cannot be the reason for dismissal. Dismissals grounded in genuine economic, technical or organisational reasons entailing changes in the workforce remain lawful, provided they are properly justified and follow the applicable procedures. The line between a prohibited transfer-related dismissal and a permissible ETO dismissal is factual and closely scrutinised, so documentation of the commercial rationale is essential. Similarly, attempts to alter terms and conditions immediately after transfer are treated with suspicion where they appear designed to undermine acquired rights.

Mitigation tools

To manage successor liability, transaction teams rely on a familiar toolkit:

• Schedule of liabilities. A detailed, warranted list of all employment-related obligations transferring with the business.
• Indemnities. Targeted protection against pre-completion liabilities, unpaid entitlements and undisclosed claims.
• Escrow or retention. Holding back part of the purchase price to secure the buyer against identified employment risks.
• Price adjustment. Reflecting quantified employment liabilities in the transaction consideration.

Risks, disputes and enforcement, courts and remedies

When transfer disputes arise, they are heard by the Belgian labour courts (tribunal du travail / arbeidsrechtbank), which have specialist jurisdiction over employment matters. Appeals proceed through the labour courts of appeal (cour du travail / arbeidshof), and points of law may ultimately reach the Court of Cassation, whose case law shapes the interpretation of transfer and successor-liability rules. Remedies for unlawful conduct typically centre on compensation, and where a dismissal is found to breach the protective framework, damages and related claims may follow.

Typical disputes post-transfer

The most common post-transfer disputes concern alleged dismissals connected to the transfer, unilateral changes to remuneration or benefits, failures to preserve seniority, and inadequate consultation of employee representatives. Disputes also arise over which employees were genuinely “assigned” to the transferred business and therefore transferred, a factual question that careful due diligence and clear transaction documentation can largely pre-empt.

Time limits and urgent measures

Employees who believe their rights have been infringed can bring claims before the labour courts, and in appropriate cases can seek urgent interim measures. Because limitation periods and procedural deadlines depend on the nature of the claim, affected employees and employers alike should take advice promptly rather than allowing time to run. Early legal input is particularly valuable where urgent relief, for example, to challenge a dismissal, may be available.

Comparison table: cba 32bis belgium vs EU Directive vs UK TUPE

For international teams, it helps to see how the Belgian framework compares with the underlying EU directive and with the UK’s TUPE regime, which many multinational readers use as a reference point.

The headline message is convergence: because Belgium and the UK both derive their rules from the same EU directive lineage, the underlying protections are broadly aligned even where procedural detail differs. The critical distinction for practitioners is that CBA 32bis Belgium operates through the collective bargaining system and interlocks with the Law of 3 July 1978, so Belgian-specific advice remains essential.

Practical checklist: template timeline for HR and M&A

Condensed into a one-page timeline, the key actions for a compliant transfer under CBA 32bis Belgium run as follows:

1. Pre-sign (due diligence phase). Audit CBAs, contracts, benefits, works council minutes and pending claims; quantify liabilities; draft representations and indemnities.
2. Before decision is finalised. Inform and consult the works council or employee representatives; minute the process; prepare employee communications.
3. Signing. Execute transaction documents with warranted employee schedule, indemnities and any escrow or price adjustment.
4. 0–30 days post-close. Migrate payroll and personnel records; continue benefits; confirm applicable collective agreements; hold onboarding sessions.
5. 30–90 days post-close. Complete integration; document the rationale for any lawful restructuring; monitor for disputes and address grievances promptly.

Must do: consult before you decide, preserve acquired rights by default, and document everything. These three habits prevent the majority of transfer disputes.

Next steps: managing transfers under cba 32bis belgium

Handling a transfer of undertakings under CBA 32bis Belgium is a manageable exercise when approached methodically: understand the three-layer legal framework, front-load due diligence and consultation, allocate risk through carefully drafted contractual protections, and run integration as a disciplined project. The current environment rewards teams that treat the employment workstream as a gating item rather than a formality, early consultation and thorough documentation are the difference between a clean transfer and a costly dispute. For a tailored transfer risk assessment or a fixed-fee audit of your transfer liabilities under CBA 32bis Belgium, contact Koen De Bisschop via his Global Law Experts profile.

Sources

1. EUR-Lex, Directive 2001/23/EC (transfer of undertakings)
2. Law of 3 July 1978 on employment contracts (Belgium), ELI entry
3. FPS Employment, Labour and Social Dialogue (Belgium)
4. National Labour Council (CNT-NAR)
5. Belgian Official Gazette / e-justice (Moniteur Belge / Belgisch Staatsblad)
6. Court of Cassation, Belgium
7. European Commission, Employment & Social Affairs