Tax reform: Transferring your business in the future

In the context of fiscal austerity, the Belgian federal government has submitted a draft bill introducing a new tax on capital gains from various financial assets, including shares, bonds, investment fund units, cryptocurrencies, and others. This reform, also referred to as a solidarity contribution, is part of a broader aim to strengthen tax fairness and could directly impact business transfer strategies. However, the exact scope of the measure remains unclear : implementation details, timeline, implementation of ongoing transactions… Many grey areas are raising concerns among economic actors in Belgium.

Key takeaways

The flagship measure of the bill proposes a 10% tax on capital gains realized as of January 1, 2026. A general exemption of €10,000 is foreseen to protect small investors. Family donations remain outside the scope of this new tax.

The new solidarity contribution will apply to individuals and legal entities such as non-profits and foundations, but not to commercial companies (such as SA, SRL, or cooperatives). In practice, this means that companies holding equity in other firms will not be affected and will remain subject to the existing tax regime. However, investors or business owners holding shares personally and selling them will be directly subject to this new tax.

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 tiered mechanism offers relatively more favourable treatment to significant shareholders. Yet, it raises practical concerns: in some family structures, shareholding is spread across multiple members, each holding less than 20%. These individuals would therefore not benefit from the preferential regime.

Implications for business transfers

Reassessing transfer strategies

Minority shareholders (holding less than 20%) may lose certain tax advantages. This could discourage minority investments in SMEs or push some families to restructure their capital ownership to meet the new criteria. Furthermore, this reform is likely to significantly impact the M&A market: the announcement of the tax could trigger a wave of early transactions before the law comes into force.

Impact on business valuation

Under the new reform, only real capital gains realized from January 1, 2026, onward will be taxable, meaning gains accumulated until the end of 2025 will remain exempt. However, this requires being able to precisely establish the value of shares on that key date. While this is relatively straightforward for publicly listed companies, it becomes far more complex when valuing SMEs. To secure exemption on latent gains accrued up to December 31, 2025, a practical solution is to obtain a reliable and professional business valuation as of that date.

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 ahead 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 ahead. 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.