Currently, capital gains realised on financial assets as part of the normal management of private wealth are exempt from Belgian personal income tax. This will change as of 1 January 2026, following the Federal Government’s decision to introduce a new tax on capital gains from financial assets.

Although the law is still being drafted and has not yet been formally approved by the House of Representatives, its main features are already clear. The future regime will be complex, with numerous exemptions, thresholds and specific rules. It is also evident that this reform will have a significant impact on the financial and tax planning of entrepreneurs, investors and family shareholders.

How can Financial Way support you?

This new tax fundamentally changes how individuals, founders and family shareholders must organize their investments and holding structures. Financial Way helps you anticipate these changes by:

• Structuring your shareholdings and holding companies to optimize your tax position
• Preparing exit, sale or succession scenarios
• Assessing risks related to internal transactions
• Providing integrated tax, legal, financial and accounting advice

In a rapidly evolving tax environment, Financial Way supports you in making clear, compliant decisions aligned with your long-term objectives.

Who’s concerned ?

The new tax will apply :

✔ To individuals

Taxpayers subject to personal income tax in Belgium.

✔ Non-commercial legal entities

Entities subject to legal entities tax, such as:

• Non-profit organisations (ASBL)
• Foundations
• Other entities without a commercial purpose

❌ Not concerned: commercial companies

Companies (SRL, SA, SNC, management companies, holdings, etc.) remain subject to corporate income tax (CIT).

Their existing capital gains regime remains unchanged, including:

• Taxation or exemption under the participation exemption (RDT) regime
• Reinvestment rules,
• Deferral or deduction mechanisms.

Which financial assets are covered?

The tax applies broadly to financial assets, including:

• Shares, bonds, funds, ETFs, trackers, options and warrants
• Savings and investment insurance products
• Branch 21, 22, 23 and 26 insurance contracts
• Crypto-assets
• Belgian or foreign assets
• Listed and unlisted assets (the latter to be valued using legally accepted methods)

Excluded assets

• Group insurance schemes (second pillar)
• Pension savings
• Long-term savings

How is the taxable capital gain calculated?

Only capital gains realised from 1 January 2026 onwards will be taxable. For assets held before that date, the value as of 31 December 2025 will serve as the reference base.

Taxable capital gain = Sale price – Value as of 31 December 2025 (Unless the original purchase price is higher — in that case, the historical purchase price may be used until 31 December 2030.)

Example 1 – classic case
Purchase in 2023: €100
Value at 31/12/2025: €120
Sale in 2026: €150
→ Taxable capital gain = €30 → taxed at 10%.

Example 2 – higher historical purchase price
Purchase in 2023: €150
Value at 31/12/2025: €120
Sale in 2026: €125

If only the 31 December 2025 value were used, a fictitious gain of €5 would arise.
Until 31 December 2030, the original purchase price of €150 may therefore be used, resulting in no taxable gain.

Capital losses

Losses realised on similar assets during the same calendar year may be offset against gains.
Example:
Gains in 2027: €25,000
Losses in 2027: €3,000
→ Net taxable gain: €22,000 (before applying the annual exemption)

Annual exemption

The tax only applies if your net annual capital gains exceed €10,000.
If this exemption is not fully used, it may increase gradually up to €15,000.

Special regime for “substantial shareholders” (≥ 20%)

To avoid penalising entrepreneurs and family-owned businesses, a more favourable regime applies to individuals holding at least 20% of a company in their own name.

Conditions
– Direct personal ownership of at least 20%
– Only shares held directly are taken into account (not those held by a spouse, children or a management company)
– The threshold must be met on the date of sale
Shareholders holding 19% or less fall under the standard regime (10% tax + €10,000 exemption).

Advantages of the regime

• €1,000,000 of capital gains exempt over a five-year period
• Reduced progressive rates beyond that amount:
  1.25% up to €2.5 million
  2.5% up to €5 million
  5% up to €10 million
  10% above €10 million

Valuation of unlisted companies

Value at 12/31/2025 can be determined via :

• A transaction price from 2025;
• A standard valuation method (e.g. 4 × EBITDA + equity);
• A valuation performed by a professional (chartered accountant or statutory auditor).

The taxpayer may choose the highest value, subject to the tax authorities’ right to challenge it.

Impact on start-up founders and family businesses

The tax applies when individuals sell their shares.
Founders and family shareholders are therefore concerned, but the substantial shareholding regime provides significant protection.

When a holding company carries out the sale, the new tax does not apply; the corporate tax regime continues to apply, often with an exemption.

Internal transactions

• Sales to a company controlled by the seller are taxed at 33%
• Contributions of shares to a holding company remain tax-neutral

With proper structuring, founders and family groups can still achieve exits under highly favourable tax conditions.

Publication date:
2025/12/09 at 11:28 am