What Happens to Belgian Grants After an Acquisition?

When your company is acquired, active Belgian grants do not automatically disappear — but they do not automatically transfer cleanly either. The impact depends on the type of acquisition (share deal vs asset deal), the specific grant programs involved, and the conditions in your grant agreements.

This is a practical guide for founders and CFOs navigating an acquisition with active grants from VLAIO, Innoviris, SPW, or other Belgian agencies. Understanding the rules before the deal closes can save you from unpleasant surprises, including potential repayment obligations.

The key principle: Belgian grants are awarded to a specific legal entity for a specific project. Any change that affects the entity, the project, or the conditions under which the grant was awarded needs careful evaluation.

In a share deal, the acquiring company purchases the shares of your existing entity. The legal entity that received the grants continues to exist — only its ownership changes. In most cases, this means active grants remain with the entity and continue as normal. However, many grant agreements include change of control clauses that may require notification to the granting agency.

In an asset deal, the acquiring company purchases specific assets (technology, IP, contracts) rather than the entire entity. In this scenario, grants typically cannot be transferred to the acquirer. The original entity retains the grant obligations, and if it cannot fulfil them (because the relevant assets and team have moved), this could trigger repayment requirements.

The practical takeaway: share deals are much simpler for grant continuity. If you have significant active grants, this should be a factor in negotiating the deal structure. Many Belgian M&A advisors specifically recommend share deals when substantial grants are in play.

Most Belgian grant agreements from VLAIO, Innoviris, and SPW include some form of change of control provision. The specific requirements vary by program and by agency, but typically fall into three categories.

Notification requirements: many programs require you to notify the granting agency within a specified period (often 30 days) of a significant ownership change. This is a reporting obligation, not an approval requirement — but failing to notify can create problems.

Approval requirements: some larger R&D project grants require prior approval from the granting agency before a change of control can proceed. This is more common in programs with substantial funding amounts or where the grant was awarded partly based on the applicant's specific capabilities.

Automatic termination clauses: in rare cases, a change of control can trigger automatic termination of the grant agreement. This is uncommon in standard Belgian programs but can appear in European co-funded programs or in agreements with specific regional development objectives.

During the M&A due diligence process, you must provide the acquirer with complete information about all active grants, pending applications, and recently completed grants with outstanding obligations. This includes the grant agreements themselves, all conditions and commitments, any reporting obligations, and a clear statement of the remaining project milestones.

Full disclosure is not just good practice — it is a legal necessity. The acquirer needs to understand the obligations they are inheriting (in a share deal) or the obligations that remain with your entity (in an asset deal). Hidden grant obligations discovered after closing can lead to purchase price adjustments, warranty claims, or relationship damage.

Prepare a grant summary table that includes: grant program name, granting agency, awarded amount, amount disbursed, amount outstanding, key conditions and deadlines, change of control clause details, and current compliance status. This table should be a standard part of your M&A data room.

Belgian grants can require repayment in several acquisition-related scenarios. The most common trigger is failure to complete the funded project — if the acquisition disrupts the project so that milestones cannot be met, the agency may demand partial or full repayment of disbursed funds.

Other repayment triggers include: moving the subsidised activities outside Belgium or the specific region (a VLAIO grant requires activities to remain in Flanders), failing to maintain the employment commitments associated with the grant, and not meeting the notification or approval requirements for change of control.

The repayment amount is typically proportional to the unfulfilled portion of the grant. If you have completed 70% of the project and the remaining 30% cannot be completed due to the acquisition, you would typically need to repay the portion corresponding to the uncompleted work, plus potentially interest.

To minimise repayment risk, ensure that the acquisition timeline accounts for grant project deadlines. If possible, complete active grant projects before the acquisition closes. If that is not feasible, negotiate with the granting agency to transfer or adapt the project conditions.

Before the acquisition: inventory all active grants, pending applications, and recently completed grants. Review each grant agreement for change of control clauses. Assess whether the deal structure (share vs asset) protects grant continuity. Prepare the grant summary for the data room. Notify your grant consultant or advisor.

During negotiations: discuss grant obligations with the acquirer's legal team. If an asset deal, clarify how unfulfilled grant obligations will be handled. If a share deal, confirm that the acquirer understands and accepts the ongoing obligations. Include grant compliance warranties in the purchase agreement.

After closing: notify the relevant granting agencies as required by each agreement. Ensure the acquirer's team understands reporting deadlines and milestone requirements. Continue grant project execution without interruption where possible. Monitor compliance with all employment and activity location commitments.

Use the BelGrant grants catalogue to verify the programs you are enrolled in. The AI assistant can help you understand specific grant program requirements. For step-by-step guidance on Belgian grant applications, see our application guide.