Belgium - New Capital Gains Tax on Financial Assets

Belgium — New Capital Gains Tax on Financial Assets: What You Need to Know

After months of intense debate, the Belgian federal government announced in early July 2025 that it had reached an agreement in principle to introduce a new tax on capital gains from financial assets. The bill was examined by Parliament in the autumn of 2025, and the reform came into effect on January 1, 2026. This represents a landmark shift in Belgian taxation — a country long regarded as a haven for private investors due to the absence of a systematic capital gains tax on financial assets.

This reform is part of a broader European trend toward fiscal convergence, with Belgium gradually aligning with its neighbors — France, the Netherlands, and Germany — which have long imposed taxes on capital gains. For accountants, tax advisors, and business owners, this development requires a thorough understanding of the new rules and proactive adaptation of wealth management strategies.

What Is the Capital Gains Tax?

The capital gains tax is a levy on the profit realized from the sale of a financial asset — shares, bonds, investment fund units, derivatives, and other financial instruments. In practical terms, it taxes the difference between the acquisition price (or reference value) and the disposal price.

Who is affected?

It is important to note that capital gains realized within the scope of a professional activity remain subject to corporate tax (vennootschapsbelasting/impôt des sociétés) or personal income tax (personenbelasting/impôt des personnes physiques) as professional income, under the usual rules of the Belgian Income Tax Code 1992 (WIB 92 / CIR 92).

Tax Rates and Exemptions

### Standard Rate

The standard rate of the new tax is set at 10% on net realized capital gains. This rate applies to all taxpayers, subject to the exemptions and special regimes detailed below.

### Annual Exemption

Each taxpayer benefits from an annual tax-free allowance of €10,000. Only net capital gains exceeding this threshold are taxable. This allowance is designed to protect small savers and occasional investors.

### Substantial Shareholding Regime

For shareholders holding a substantial stake — defined as more than 20% of a company's capital — a specific regime applies:

This regime seeks to strike a balance between protecting entrepreneurs and company founders and the objective of fiscal fairness. The National Bank of Belgium (NBB) has noted in its reports that this progressive approach is consistent with international practices.

### Loss Offsetting

Capital losses realized during the same tax year can be offset against capital gains, thereby reducing the net taxable base. However, capital losses cannot be carried forward to subsequent tax years — an important limitation to factor into tax planning.

Unlisted Shares: Special Attention Required

### The Reference Value Challenge

Unlisted shares present a particular challenge under this reform. In the absence of a readily observable market price, it is necessary to establish a reference value as of December 31, 2025. This value serves as the starting point for calculating taxable capital gains from 2026 onward, thereby avoiding retroactive taxation of gains accumulated before the law came into effect.

### Methods for Determining the Reference Value

The legislator has provided several accepted methods:

1. Recent transaction: the price agreed in an arm's length transaction conducted within 12 months before December 31, 2025. 2. Contractual formula: a valuation formula set out in the company's articles of association or an existing shareholders' agreement. 3. Standard formula: a simplified method based on the adjusted equity of the company as shown in the annual accounts filed with the National Bank of Belgium (NBB). 4. Independent appraisal: a valuation performed by an independent expert (statutory auditor, certified accountant, or accredited appraiser) using recognized methodologies.

The tax authorities — the Federal Public Service Finance (FOD Financiën / SPF Finances) — retain the right to challenge any valuation they deem manifestly too low or unreasonable. In the event of a dispute, the burden of proof may fall on the taxpayer, making thorough documentation critically important.

Impact on Belgian SMEs and Entrepreneurs

### Consequences for Business Sales

The new tax has a direct impact on business sale, transfer, and restructuring transactions. Entrepreneurs planning to sell their company must now factor this tax into their financial planning. For an SME whose value has significantly appreciated since its founding, the fiscal impact can be substantial.

Practical example: an entrepreneur who founded a company with €50,000 in capital and sells it for €2 million realizes a capital gain of €1,950,000. After applying the €1 million exemption (substantial shareholding), the taxable balance of €950,000 would be subject to progressive taxation, potentially resulting in a significant tax liability.

### Succession Planning

For family businesses, intergenerational transfer is also affected. Share donations remain subject to gift tax (which is regionalized in Belgium — Flanders, Wallonia, and Brussels each have their own rates), but any sale — even between family members — potentially triggers the capital gains tax.

### Restructuring Strategies

Certain restructuring transactions (mergers, demergers, contributions in kind) may benefit from tax neutrality regimes provided under the Belgian Income Tax Code (WIB 92 / CIR 92) and EU directives. However, it is essential to verify whether these regimes also apply within the framework of the new capital gains tax, as additional specific conditions may be imposed.

The Crucial Role of Business Valuation

### Why Professional Valuation Is Essential

In this new fiscal landscape, correctly valuing a business is no longer just a financial exercise — it is effectively a fiscal obligation. The reference value as of December 31, 2025 directly determines the amount of future taxable capital gains. An undervaluation exposes the taxpayer to a tax reassessment; an overvaluation leads to an unnecessarily high tax burden at the time of disposal.

### Recognized Valuation Methodologies

The valuation methods most commonly accepted by the Belgian tax authorities include:

The choice of method depends on the nature of the business, its industry, size, and data availability. In all cases, the consistency and transparency of the chosen approach are essential to withstand potential tax audits.

### The Importance of Documentation

The tax authorities require comprehensive and detailed documentation supporting the valuation adopted. This includes:

- Audited or certified financial statements - Assumptions underlying financial projections - Justification for the choice of valuation methodology - Market data used (comparables, discount rates, risk premiums) - A valuation report signed by a qualified professional

How Fintropy Can Help

Navigating the complexity of this new regulation can be daunting. Fintropy provides a modern and reliable business valuation solution, specifically designed for Belgian SMEs and financial professionals.

### A Platform Tailored to the Belgian Fiscal Context

Fintropy uses internationally recognized valuation methodologies that meet the expectations of the Federal Public Service Finance. Our platform enables you to:

### For Accountants and Tax Advisors

Accountants and tax advisors play a central role in guiding their clients through this reform. Fintropy provides them with a professional tool to:

- Advise clients on determining the reference value - Prepare the required tax documentation - Anticipate the impact of the tax on planned sales or restructuring operations - Offer a high-value-added service in a field experiencing strong demand

Conclusion: Preparation Is the Best Protection

The new capital gains tax on financial assets marks a fundamental change in the Belgian fiscal landscape. For holders of stakes in unlisted companies — whether entrepreneurs, investors, or shareholder families — preparation is the key.

Essential steps to remember:

In short: in this new fiscal environment, a reliable and well-documented business valuation is no longer a luxury — it is a necessity. The time to prepare is now.