What are the key elements of this reform and what will be the impact on business transfers?

A preferential regime for entrepreneurs

The government agreement—and more specifically the famous "super-nota"—provides that a standard rate of 10% will apply to capital gains realized on shares, bonds, investment fund units, etc. To protect small savers, an exemption will nevertheless be provided for the first 10,000 euros of capital gains.

On the other hand, a more favorable regime will be established for individual shareholders holding substantial stakes, defined as greater than 20%. These shareholders will benefit from an exemption on gains up to one million euros. Beyond this threshold, taxation will apply on a progressive scale:

  • 1.25% between 1 and 2.5 million euros;

  • 2.5% between 2.5 and 5 million euros;

  • 5% between 5 and 10 million euros;

  • 10% above 10 million euros.

This distinction—highly appropriate in our view [2]—aims to avoid overly penalizing entrepreneurs so as not to harm economic activity in Belgium.

Family businesses and minority shareholders

To qualify for the preferential regime, holding at least 20% of a company's capital will be required. This condition will heavily penalize minority shareholders, even if they are active within the company.

This is a common situation in family businesses, where shareholding can be highly fragmented, particularly among children. In light of this, estate structuring may need to evolve in order to optimize the transfer of family-owned businesses.

This measure also risks impacting the attractiveness of investments in certain SMEs by reducing tax benefits for shareholders who do not meet the required threshold.

Establishing a reference value

The reform also provides for an exemption on historical capital gains. Consequently, calculations should be based on a reference value determined according to the effective date of the law. For example, if the law takes effect on January 1, 2026, the reference value used to determine capital gains will be set as of December 31, 2025.

As a result, the impact on business sales will be relatively limited for business owners selling their company in the coming years, provided they can prove this reference value. Having an objective starting value will therefore be essential, reinforcing more than ever the importance of a valuation report established by professionals.

A tax development to watch

Despite these changes, Belgium remains competitive relative to its neighbors. "However, once the principle of taxation is established, the tax rate can easily be adjusted according to budgetary needs, much like the evolution of the withholding tax rate, which rose from 15% to 30% in a matter of years," notes Grégory Homans, Partner at Dekeyser & Associés [3].

It should also be noted that since the final agreement has not yet been published, adjustments could still be made. Indeed, press coverage on this highly symbolic topic reveals that differences in interpretation remain among the partners of the new government. Vooruit and CD&V reserve favorable rates for shareholders holding at least 20% of shares, otherwise a 10% rate applies with an exemption capped at €10,000. MR believes this condition applies only to the first million exemption, beyond which the rate is 1.25% [4]. To be continued…

It is also worth noting that tax authorities are expected to continue using anti-abuse rules to tax certain transactions, particularly when a sold company holds significant excess liquidity [5]. A cautious approach to tax matters therefore remains essential.

In conclusion, while any taxation of capital (or capital gains) raises fundamental questions, the intention to preserve economic activity and entrepreneurship is commendable. The new government sought to act with discernment and moderation. Since the timing of a sale is primarily dictated by the situation of the shareholders and the business itself, we do not believe this measure, as announced, should have a radical impact on transaction volumes.

(1) There is no taxation if the transaction generating the capital gain was carried out within the scope of "normal management of private assets" (Article 90, 1° of CIR 92).

(2) We have argued on several occasions in the press for differentiated taxation for business owners retiring and realizing the fruits of their labor. See in particular the article in La Libre Entreprise "La taxation des plus-values sur titres" Fondaris – Tanguy della Faille, December 11, 2010.

(3) "Voici les derniers détails de la taxe sur les plus-values" L’Echo, February 2, 2025.

(4) "Taxation des plus-values : des divergences de lecture entre MR et Vooruit/CD&V" L’Echo, February 3, 2025.

(5) "Est-il abusif de vendre une société avec ses liquidités ?" Fondaris – Tanguy della Faille, La Libre Entreprise, April 19, 2024.