Reform of Book 6 of the Civil Code: what SMEs and self-employed professionals need to know to protect their business

Since 1 January 2025, the reform of Book 6 of the Civil Code has changed the rules relating to non-contractual liability. This reform introduces significant changes that directly affect subcontractors, consultants, SME directors, and management companies.

It is essential to understand these changes so that you can adjust your contracts and protect your interests effectively.

What changes with the reform of Book 6 of the Civil Code

Before the reform, Belgian legal doctrine was based on two principles:

1. No concurrence of actions between contracting parties
2. The quasi-immunity of the performing agent (such as directors, subcontractors, independent suppliers, employees, etc.)

The first principle prevented the contractual parties from bringing claims in tort (non-contractual liability) for damage arising from a breach of contract.

The second principle prevented claimants from suing performing agents directly, even in the event of contractual non-performance, except in cases of gross fault (e.g. criminal conduct). This protection prevented the creditor from suing these agents directly and limited the possibility of obtaining compensation from them.

Contractual liability and non-contractual liability

Civil liability is based on the principle of compensating damage caused to others. There are two categories:

• Contractual liability: applies when one party to a contract fails to fulfil its contractual obligations.
• Non-contractual liability (tort): applies when a fault is committed that causes damage outside a written agreement (i.e. when there is no contract). For example, if someone slips on a wet floor on your premises, your company may be held liable even without a contract, particularly if no warning sign was displayed.

What the reform changes in practice for SMEs and self-employed professionals

Previously, case law excluded non-contractual liability where a contract existed between the two parties. From now on:

• In the event of a dispute, a party may invoke either contractual liability or non-contractual liability.
• This applies to all contracts, including those signed before 1 January 2025, provided that the facts occur after that date.

Consequences for self-employed professionals and SMEs

Impact on subcontractors and consultants

Before the reform, a subcontractor who committed a fault in the performance of an assignment for a company could not be held personally liable; only the contracting company’s liability could be engaged. For example, if a renovation company hired a plumber who made a mistake, the client could only take action against the renovation company.

From now on, a client can choose to take action against the company (in this example, the renovation company) or directly against the subcontractor responsible for the fault (the plumber).

Impact on directors

The reform also removes the relative immunity of the natural person behind a company. Previously, a director benefited from legal protection under which only the company could take action against the director for faults linked to the performance of a contract or for mismanagement.

Now, a client can take action not only against the company but also against the director (the natural person behind the company). However, directors can only be held liable for faults committed in the exercise of their functions insofar as these faults are of a non-contractual nature.

In the event of a dispute, and only if the fault can be proven, a director’s liability may be engaged.

How to protect your business from the effects of the reform

Adjust your contracts and your general terms and conditions

It is possible to amend your contracts to mitigate the effects of the reform. You can:

• Add liability limitation clauses to your commercial contract.
• Specify that the principal company assumes sole responsibility for certain assignments.
• Set a financial liability cap to avoid disproportionate compensation in your commercial contract.

For example, a subcontractor accepting an assignment worth €6,000 could limit their liability to a maximum of €3,000, even in the event of a dispute.

If no specific contract is signed, your general terms and conditions can:

• Explicitly exclude the non-contractual liability of subcontractors or directors.
• Define precisely the scope and limits of intervention and liability.

Consult a legal expert

Every situation is unique. It is advisable to consult a legal adviser or a lawyer to adapt your contracts in line with the reform.

Impact for insurers

Companies already take out policies such as professional civil liability and general civil liability (operations). With this reform, some fear an increase in insurance premiums. Do not worry: insurers are updating their general terms and conditions. It is advisable to review your coverage and consider adjustments in line with the new risks.

Yago’s corporate advisers are available to review your insurance contracts and check that you have appropriate coverage. For topics beyond your insurance contracts, do not hesitate to consult a lawyer.

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