4:101 Article 42 of the Brokerage Supervision Act stipulates that, in order to obtain a licence, the head office of a stockbroking firm governed by Belgian law must must be established in Belgium, i.e. in the same Member State as its registered office. This obligation stems from Directive 95/26/EC of 29 June 1995 (the “Post-BCCI Directive”).^[1]

4:102 The term “head office” should be understood within the meaning of Article 54 TFEU (ex Article 48 TEC) and covers the concept of “real seat”, i.e. the place where essential decisions are taken and where the conduct of the firm’s business is effectively concentrated. In order to conclude that the “nerve centre” of a firm with a cross-border structure is established in Belgium, it is recommended that all heads of independent control functions appear in the firm’s personnel register and that a majority of meetings of the statutory governing body and senior management be held on the Belgian territory, at the firm’s registered office.

^{[1] European Parliament and Council Directive 95/26/EC of 29 June 1995 amending Directives 77/780/EEC and 89/646/EEC in the field of credit institutions, Directives 73/239/EEC and 92/49/EEC in the field of non- life insurance, Directives 79/267/EEC and 92/96/EEC in the field of life assurance, Directive 93/22/EEC in the field of investment firms and Directive 85/611/EEC in the field of undertakings for collective investment in transferable securities (UCITS), with a view to reinforcing prudential supervision.}