Capital Gains Tax on the Sale of Your Own Company.

Details

• Source: VDV Accountants — Capital gains tax · substantial interest
• Subject: sale of shares in your own company
• For whom: individual shareholders selling their participation

What is changing?

Since 1 January 2026, Belgium has levied a capital gains tax on certain financial assets. If you sell shares at a profit, that capital gain may be taxable. However, a separate, more favourable regime applies to the sale of a substantial interest.

The tax is levied on the shareholder who sells the shares, not on the company itself. This article concerns a direct sale to a third party. A transfer to your own holding company or another internal transaction may fall under a separate tax regime.

When do you have a substantial interest?

You fall under the favourable regime if, at the time of the sale, you directly hold at least 20% of the rights in the company. This threshold is assessed for each shareholder separately.

The regime may apply to both listed and unlisted shares. Other instruments, such as options, warrants or profit certificates, do not automatically count towards the threshold calculation.

How much tax do you pay?

You pay no capital gains tax on the first tranche of €1,000,000 in capital gains. This exemption applies once per period of five consecutive years. You therefore cannot use it again every year. It is also known as the “backpack” allowance.

Progressive rates apply to the amount above €1,000,000:

The rates are progressive: each rate applies only to the tranche to which it relates.

Example

You sell your shares with a realised capital gain of €3,000,000 and still have the €1,000,000 exemption fully available.

• First €1,000,000: exempt
• Next €1,500,000: taxed at 1.25%
• Final €500,000: taxed at 2.5%

The effective tax is therefore not automatically 2.5% on the entire capital gain. Always have the calculation made based on your specific sale price, historical acquisition cost and any losses.

Important points to consider

• In principle, only the capital gain built up from 1 January 2026 onwards is taxable. The value on 31 December 2025 may serve as the reference value.
• The €1,000,000 exemption is personal and can only be used once per period of five consecutive years.
• A sale to a buyer outside the European Economic Area may be subject to different rules and a different rate.
• The tax treatment may differ in the case of a gift, contribution, sale to an affiliated company or another internal restructuring.
• The sale price must be commercially reasonable and defensible. Ensure that the company is properly valued and keep the documents supporting the calculation.

What should you do before the sale?

1. Map out your participation: how many rights do you hold directly on the date of the sale?
2. Determine the reference value: collect the acquisition documents and have the value on 31 December 2025 determined if necessary.
3. Check your backpack allowance: find out whether you have already used the €1,000,000 exemption in the previous five consecutive years.
4. Analyse the buyer: the buyer’s country and legal form may affect the tax treatment.
5. Have the sale structured: discuss the transaction with your accountant and tax adviser in advance, especially if you are selling your entire business.

Disclaimer

The rules on capital gains tax are new and may depend on the precise shareholder structure and sale transaction. This article is a practical summary and does not constitute personal tax advice.