Belgian Clients in Luxembourg Private Banking: The Legal Perimeter

Belgian clients in Luxembourg private banking require a clearly defined cross-border legal framework grounded in EU passporting and national supervisory rules. This framework rests on a structured regulatory analysis—covering authorisation, scope of services and applicable conduct rules—rather than on simple commercial segmentation. A Luxembourg private bank starts with the European passport under Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (hereafter, the CRD IV Directive). Under Luxembourg law, Articles 33 and 34 of the Law of 5 April 1993 on the financial sector (hereafter, the Financial Sector Law) address the establishment of branches and the provision of services in another Member State.

For investment services, the framework also relies on Directive 2014/65/EU of 15 May 2014 on markets in financial instruments (hereafter, the MiFID II Directive). Articles 34 and 35 of the MiFID II Directive address the freedom to provide investment services and the establishment of branches. The Law of 30 May 2018 on markets in financial instruments (hereafter, the MiFID II Law) transposes the MiFID II Directive and notably amends the Financial Sector Law.

Key point: passporting does not override Belgian rules serving the general interest (règles d’intérêt général). Belgian residence changes the operational perimeter, even where the relationship is managed from Luxembourg.

Three Core Legal Perimeter Checks

• (i) Confirm that the Belgian activity is covered by the Luxembourg authorisation, the CRD IV Directive, the MiFID II Directive and the relevant freedom-to-provide-services notification.
• (ii) Apply the relevant Belgian rules safeguarding the general interest (règles d’intérêt général). The NBB/FSMA list of provisions that may apply to EEA credit institutions operating in Belgium under the freedom to provide services (hereafter, the Belgian FPS List) identifies Belgian economic and financial provisions that may protect the general interest. It is non-exhaustive and applies without prejudice to separately applicable Belgian civil, commercial, criminal, tax or privacy rules.
• (iii) Keep the Luxembourg controls in force. The Financial Sector Law governs organisational requirements, conflicts of interest and conduct of business rules, in particular Articles 37-1, 37-2 and 37-3. The Grand-ducal Regulation of 30 May 2018 on the protection of financial instruments and funds belonging to clients, product governance obligations and the rules applicable to the provision or reception of fees, commissions or any monetary or non-monetary benefits (hereafter, the Client Protection Regulation) requires documented product governance.

In practice, the bank must establish and maintain a comprehensive, documented and defensible Belgium country file, evidencing its legal analysis and operational controls. It should classify the channel: unsolicited request, Belgian campaign, visit, event, targeted website or tied agent. It should also classify the client, the service and the product. A wealthy client may still be a retail client under the MiFID II Directive.

Connect with Bertrand Mariaux on LinkedIn. You can listen to the related podcast on ApplePodcast, Spotify, YouTube, or wherever you get your podcasts.

References:

• Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (https://eur-lex.europa.eu/eli/dir/2013/36/2025-01-17/eng)
• Directive 2014/65/EU of 15 May 2014 on markets in financial instruments (https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX%3A02014L0065-20250117)
• Law of 5 April 1993 on the financial sector, as amended (https://www.cssf.lu/wp-content/uploads/L_050493_lfs.pdf)
• Law of 30 May 2018 on markets in financial instruments (https://www.cssf.lu/wp-content/uploads/L_300518_MiFID.pdf)
• Grand-ducal Regulation of 30 May 2018 on the protection of financial instruments and funds belonging to clients, product governance obligations and the rules applicable to the provision or reception of fees, commissions or any monetary or non-monetary benefits (https://www.cssf.lu/wp-content/uploads/GDR_300518_client_protection.pdf)
• NBB/FSMA list of provisions that may apply to EEA credit institutions operating in Belgium under the freedom to provide services (https://www.fsma.be/sites/default/files/media/files/2024-10/ab2_en.pdf)