Retention of title, when it works in a Belgian bankruptcy (with sample clause)

You deliver a machine, a load of tiles or a batch of parts and give the customer thirty days to pay. If that customer goes bankrupt before paying, you are at the back of the queue as an ordinary supplier. Not with retention of title: then they are still your goods, and you ask for them back. But only if you agreed it properly.

Where the rules are

Since 1 January 2018, retention of title has been in the Civil Code, in the title on security interests in movable property (old Civil Code, book III, title XVII, articles 69 to 72), inserted by the Pledge Act of 11 July 2013. Before that it was in the old Bankruptcy Act and in practice applied mainly to sales. It now applies "regardless of the legal nature of the agreement", so also to, for example, a construction contract that includes the supply of materials. The new Civil Code is taking over security interests step by step in a book 9; on 9 November 2026, articles 69 to 72 still govern retention of title.

The four conditions

1. In writing

The clause must be recorded on paper or electronically. A signature from the buyer is not expressly required, but you must be able to prove that the clause was part of the agreement. If the buyer is a consumer, their consent must appear from the document (art. 69, second paragraph).

2. At the latest at delivery

The clause must exist at the time of delivery. Retention of title that only appears on the invoice, which comes after delivery, is too late for that delivery. So put it in your quote, order confirmation, framework agreement or general terms and conditions, and make sure the customer accepts them before the first delivery. With a regular customer who signed a framework agreement, it then applies to every later delivery.

3. The goods are still present and identifiable

You can only reclaim what is still there and what you can point to as your property. Serial numbers, your labels, delivery notes and a stock list make the difference. A machine with a serial number is easy; fifty pallets of standard tiles among the stock of other suppliers much less so. The law does cover three situations in which the goods have changed (art. 70, which refers to the rules for pledges):

• Resold. Your right transfers to the claim the buyer has on its own customer from the resale, as long as that has not yet been paid (real subrogation, art. 9).
• Processed. If the buyer was allowed to process the goods, your right attaches to the new item, unless agreed otherwise (art. 18).
• Mixed. If fungible goods are mixed, such as grain or fuel in one silo or tank, your right continues on the mixed stock, in proportion to your share (art. 20).

4. Not become immovable, or registered

If the goods are built into a building, such as a lift, windows or a heating system, they become immovable by incorporation. Your retention of title is then only preserved if it is registered in the national pledge register of the FPS Finance (art. 71). For ordinary movable goods, registration is not needed to make the retention of title valid.

Your customer goes bankrupt, what now?

In a bankruptcy, speed is what counts. The claim must be brought before the trustee files the first report on the verification of claims, or you lose the right (art. XX.194 Code of Economic Law). That is at the latest sixty days after the judgment, and often sooner.

1. Check the date in the judgment

   The judgment in the Belgian Official Gazette and the file on RegSol state the trustee, the deadline for filing claims and the date of the first report on the verification of claims. That last date is your deadline.

2. Contact the trustee immediately

   State in writing that you delivered goods under retention of title and ask that they are not sold. Ask which goods are still present.

3. Bring the claim and gather the evidence

   Also mention the claim for the goods in your filing on RegSol. Attach the clause with proof that the customer accepted it before delivery, the delivery notes, the invoices and a list of the goods with serial numbers or other identifying features.

4. Collect the goods and settle up

   If the trustee recognises your right, you collect the goods. If the estate incurred costs to store or return them, the trustee may ask you to pay those on handover, and keep the goods until then (art. XX.194).

5. File the rest as an ordinary claim

   Whatever you do not get back, such as goods that are no longer there, you file as an ordinary claim within the deadline set in the judgment.

Sample clause

A clause you can use as a starting point in your general terms and conditions. Have it reviewed for your sector and your type of deliveries, especially if you sell to consumers or supply goods that are built into a building.

Two practical points that matter as much as the text itself:

• Have the terms accepted before the first delivery, for example with a signed quote or a tick box in the online order that refers to the terms. Keep that proof.
• Make your goods identifiable with serial numbers on the delivery note and the invoice. In a bankruptcy you must be able to point out item by item what is yours.

Limits of retention of title

• Services are not covered. It protects goods delivered, not hours, advice or software subscriptions.
• Consumed goods are gone. Fuel that has been burned or food that has been sold and paid for cannot be recovered.
• Reclaiming too late. If you miss the deadline of the first verification report, you lose the right to reclaim and become an ordinary creditor.
• Loss of value. A machine that has run for a year is worth less than the open invoice. Retention of title limits the loss; it does not always undo it.

Retention of title is a safety net, not a substitute for a sound credit decision. Before you deliver on credit, look at the customer's equity, liquidity and legal situation. On Jaarrekening.be you see this per company, with the Health score from 1 to 5. With a free account (up to 5 companies) you monitor your customers and hear straight away when a customer is declared bankrupt, so you meet the deadline for reclaiming your goods.