In February 2022, new legislation came into force amending the Act of 2 August 2002 on combating late payment in commercial transactions[1].
This Act introduces stricter rules designed to combat late payment in commercial transactions, i.e. between businesses (B2B), with a view to protecting businesses from insolvency and abuse and maintaining their cash flow in good health.
Previously: The regime established by the Act of 2 August 2002, as amended by the Act of 22 November 2013
The Act of 2 August 2002 on combating late payment in commercial transactions, as amended by the Act of 22 November 2013, transposing the Directives 2000/35/EC of 29 June 2000 and 2011/7/EU of 16 February 2011, was intended to speed up the payment of invoices issued between businesses through various measures, notably the setting of binding payment deadlines and a default interest rate higher than the standard statutory interest rate.
From the outset, this law was irrevocably embedded in a context of the ‘Europeanisation of the law of obligations’[2]. ‘Remarkably, this Act breaks with the traditional way of thinking — the idealised image, one might say — which systematically portrays the debtor as the weaker party in need of protection. This time, in fact, it is the creditor whom the legislator seeks to shield from the abusive practices of powerful debtors’.
Thus, this Act and the measures it contains apply to any ‘commercialtransaction’ in the broadest sense[3], between ‘businesses’[4]. These two terms are interpreted particularly broadly; it should be noted that contracts entered into by a business with consumers are excluded from the scope of the Act[5].
With regard to payment periods, Article 4 of the Act stipulates that the standard payment period in a contractual relationship between two businesses is set at thirty (30) calendar days, starting from:
- receipt of the invoice or an equivalent request for payment, the time of receipt being freely determined by the parties;
- upon receipt of the goods and services, if the date of receipt of the invoice or equivalent payment request is uncertain, or if the invoice or equivalent payment request is received before the goods or services;
- acceptance or verification to certify that the goods or services comply with the contract, if the law or the contract provides for such an acceptance or verification procedure, and if the invoice is received before or on the date of acceptance or verification.
The parties nevertheless had the option to agree on a shorter or longer time, with no legal upper limit — even a period exceeding sixty (60) calendar days was permissible, provided that, under Article 7 of the Act, this did not constitute a manifest abuse and that there was an objective reason for the debtor to deviate from the standard time limit.
Furthermore, under Articles 5 and 6 of the Act of 2 August 2002, in the event of late payment by the debtor — that is, where the invoice is not settled by the due date — the creditor is entitled to request:
- the application of a specific interest rate, namely the European Central Bank’s key interest rate (as at its most recent refinancing operation) plus 8 percentage points and rounded up to the nearest half percentage point; for the second half of 2026, this rate stands at 10.5%[6] of the amount not paid within the time limit. This rate is revised every six months by the Federal Public Service Finance. This entitlement arises automatically from the day following the due date, without the need for formal notice.
- a fixed compensation of EUR 40.00 for recovery costs. Since the Act of 22 November 2013, this right also arises automatically from the day following the due date of the outstanding invoice, without the need for a formal notice.
Any contractual clause or practice excluding the payment of interest for late payment is automatically deemed to be manifestly unfair, whilst the exclusion of compensation for recovery costs is presumed to be manifestly unfair.
Nevertheless, the creditor may not, for their part, claim any rights beyond those available to them under the Act of 2 August 2002 (as amended by the Act of 22 November 2013).
Public authorities[7] are not exempt from this provision: the same specific interest rate – the base rate plus eight percentage points, rounded up to the nearest half percentage point – applies when they enter into a commercial relationship with a business, notwithstanding any agreement to the contrary between the parties.
Scope of application and changes to payment terms introduced by the Act of 14 August 2021
The Act of 14 August 2021 does not alter the spirit of the regime established by the Acts of 2 August 2002 and 22 November 2013, namely to impose, as penalties on defaulting debtors, high interest on arrears and compensation for recovery costs incurred[8], but seeks to make it more stringent.
The explanations below are therefore limited to the amendments and adjustments made since the new regime came into force.
In terms of scope, this new legislation applies to all existing and new B2B contracts, regardless of the size of the company.
It should also be clarified that, for the second half of 2026, the special interest rate for late payment is 10.5%[9] of the outstanding invoice amount.
Maximum payment period
Henceforth, payment terms freely agreed between the parties may not exceed sixty (60) calendar days.
Any contractual clause providing for a longer payment period is deemed not to have been written. A contractual clause providing for a longer payment period is therefore void.
In such cases, the statutory payment period of thirty (30) days will automatically apply.
Exceptions to this maximum period may, however, be provided for by Royal Decree in certain sectors.
The abolition of the contractual setting of the invoice receipt date
The creditor and the debtor will no longer be able to contractually set the date of receipt of the invoice for a commercial transaction between businesses: the payment period begins to run upon receipt of the invoice by the debtor and cannot be extended by the parties setting an artificial date of receipt of the invoice.
Inclusion of the verification procedure within the payment period
Previously, it was possible to allow for an additional period to verify the invoice, including the conformity of the goods or services with the contract. This period is now included within the payment period of thirty (30) (or a maximum of sixty (60)) days.
A new duty of disclosure on the part of the debtor
The debtor must provide the creditor, no later than upon receipt of the goods or provision of the services, with all the information necessary to issue the invoice.
Practical example of a B2B contractual clause
Following the introduction of the maximum payment period of sixty (60) calendar days, clauses allowing payment to be deferred beyond this period are now unlawful under the Act of 2 August 2002, as amended by the Act of 14 August 2021.
A common example in case law is the so-called ‘pay-when-paid’ clause, under which a party to a contract’s claim only becomes due and payable once the other party has been paid by a third party.
Example: ‘Payment by the main contractor to the subcontractor of any sum due under this contract shall be made upon the main contractor’s prior and actual receipt of the corresponding funds paid by the client.’
Such a clause, in addition to potentially being unlawful under the rules governing unfair B2B terms, will breach the maximum payment period of sixty calendar days introduced by the Act of 14 August 2021.
Conclusion and recommendations
The desire to improve companies’ payment behaviour is undoubtedly legitimate: the coronavirus crisis has undeniably exacerbated the difficulties faced by businesses, and particularly SMEs, in obtaining timely payment of their invoices.
We recommend that businesses review their contracts and general terms and conditions and, where necessary, amend them in accordance with the rules outlined above.
In practice, businesses must bear in mind that they now have less freedom to agree on the timeframes within which invoices are to be settled. The reform of the Act of 2 August 2002 goes to great lengths to ensure that businesses are obliged to pay their invoices as quickly as possible, and in any event within 60 days.
If you have any questions regarding the impact of this new legislation on your commercial contracts, please do not hesitate to contact our team.
[1] Act of 14 August 2021 amending the Act of 2 August 2002 on combating late payment in commercial transactions: https://www.ejustice.just.fgov.be/cgi/article.pl?language=fr&sum_date=2021-08-30&lg_txt=f&pd_search=2021-08-30&s_editie=&numac_search=2021032597&caller=&2021032597=&view_numac=2021032597nx2021032597fr
Act of 14 August 2021 amending the Act of 2 August 2002 on combating late payment in commercial transactions https://www.ejustice.just.fgov.be/cgi/article.pl?language=nl&sum_date=2021-08-30&lg_txt=n&pd_search=2021-08-30&s_editie=&numac_search=2021032597&caller=&2021032597=&view_numac=2021032597fr .
[2] P. Wéry, ‘The Act of 2 August 2002 on combating late payment in commercial transactions and its implications for the regime governing penalty clauses’, J.T. 2003, p. 869.
[3] ‘Any transaction between businesses or between businesses and public authorities which, in return for payment, involves the supply of goods, the provision of services or the design and execution of public works, construction works and civil engineering works’.
[4] ‘Any organisation other than public authorities acting in the course of an independent economic or professional activity, even where that activity is carried out by a single person’.
[5] Explanatory Memorandum, Rep. Ch., Doc. 50, 1827/001 (2001–2002), p. 7; P. Lano report, p. 6.
[6] ECB reference interest rate since 5 June 2025: 2.15 per cent.
[7] ‘Any contracting authority, (…), regardless of the subject matter or value of the contract’.
[8] P. Wéry, ‘The Act of 2 August 2002 on combating late payment in commercial transactions and its implications for the regime governing penalty clauses’, op. cit., p. 869.
[9] ECB reference interest rate since 5 June 2025: 2.15%.