Tax reform: transferring your business in the future

As part of a broader effort to restore fiscal balance, the Belgian federal government has submitted a draft bill introducing a new tax on capital gains from various financial assets. These include shares, bonds, investment funds, cryptocurrencies, and more. Commonly referred to as a “solidarity contribution”, the measure aims to promote tax fairness. However, it raises significant concerns among investors and business owners, especially regarding its impact on business transfer strategies. With many details still unclear, such as implementation deadlines and treatment of ongoing transactions, uncertainty is high across the economic landscape.

Key takeaways of the reform

The centrepiece of the bill is a 10% tax on capital gains, applicable from January 1, 2026. To protect small investors, a general €10,000 exemption is included. Notably, family donations are excluded from the scope of this tax. The reform targets individuals and legal entities such as non-profits and foundations. However, commercial companies (e.g. SA, SRL, cooperatives) are exempt. This means that companies holding equity in other businesses will not be taxed under the new rules. On the other hand, individuals who own and sell shares in their name will be directly impacted.

The reform introduces thresholds and differentiated rates based on the shareholder’s level of ownership :

• Less than 20% ownership and less than €10,000 in gains: classified as a small investor → fully exempt.

• Less than 20% ownership and more than €10,000 in gains: considered a medium investor → taxed at 10% on the portion exceeding €10,000.

• At least 20% ownership: classified as a significant shareholder → tax exemption on the first €1 million of capital gains, followed by a progressive rate:

  • 0% between €0 and €1 million

  • 1.25% between €1 million and €2.5 million

  • 2.25% between €2.5 million and €5 million

  • 5% between €5 million and €10 million

  • 10% above €10 million

This progressive model is designed to favour significant shareholders. However, it poses challenges for family-owned businesses, where shares are often divided among relatives. For example, each holding less than 20% and therefore missing out on the more favourable regime.

Implications for business transfers

Reassessing transfer strategies

For minority shareholders, the reform could eliminate key tax advantages. This may discourage small-scale investment in SMEs or prompt families to restructure their capital to meet the new thresholds. In the M&A market, the announcement may accelerate deals, with some sellers aiming to close before the tax takes effect in 2026.

Impact on business valuation

Only capital gains realised after January 1, 2026, will be taxable. Gains built up until the end of 2025 remain exempt, but only if you can establish the value of your shares as of December 31, 2025. This is straightforward for listed companies but far more complex for SMEs. To secure your exemption, it’s essential to obtain a professional and reliable valuation by the end of 2025.

This measure reshuffles the deck for business transfers, especially as the government’s proposed valuation methods are sometimes viewed as unfair or overly simplistic. The draft law outlines three methods to determine reference prices as of December 31, 2025, for unlisted companies. However, these approaches raise several questions and leave much uncertainty regarding their practical application.

Reference price determination: Available options

• A third-party transaction: if a sale took place in 2025, the price may serve as the official benchmark.

• A contractual offer or option: if a valuation formula is included in a valid contract or buy/sell option effective as of January 1, 2026, it may be accepted as a reference.

• A standardised formula: in the absence of any reference, the administration will apply a formula based on equity and a fixed EBITDA multiple of 4.

The use of a fixed EBITDA multiple of 4 is arbitrary and fails to reflect sector-specific realities. As an additional option, the government allows for the involvement of a valuation expert to determine the market value based on the financial position as of December 31, 2025. If you’re planning to sell shares by 2030, it’s strongly recommended to obtain a professional valuation by the end of 2025.

Doing so will establish what the legislation calls the historical acquisition value—the market value of the company based on the financial statements as of December 31, 2025. This value will then serve as the baseline for calculating taxable capital gains after January 1, 2026.

Plan by starting now

Since the governmental agreement has not yet been officially published, legal clarifications and potential adjustments are still pending.

As a business owner, you’re likely wondering how this reform could affect your strategic decisions today and in the future. In the meantime, it is crucial to plan. If you’re considering a business transfer or restructuring, BestValue is here to help you assess the potential impact of these measures on your plans. In this uncertain environment, working with business valuation experts is not just an advantage — it’s a necessity.