
Important information on the new capital gains tax from 2026 for business owners owning >20% of shares
In afwachting van finale ontwerpteksten, hierbij alvast enkele kernpunten van de nieuwe belasting op meerwaarden die van toepassing zal zijn bij de overdracht van aandelen van KMO ondernemingen. (onder voorbehoud van wijzigingen)
Bekijk de blog pagina op de UNIZO website met verhelderende korte video's
Starting in 2026, you pay a 10% tax on the capital gain realized on the transfer of shares. This 10% is calculated on the capital gain realized in the future. Nl. The difference between the selling price and the reference price determined on 31/12/2025.
Historically accrued capital gains are exempt from tax. This means that the counter for the accumulation of your capital gain is set to zero on 01/01/2026.
A special tax regime applies to individuals with a "substantial interest" in a company (that is once you own 20% or more of the shares):
The first EUR 1 million of capital gains realized is tax-free.
Progressive tax rate for realized capital gains above EUR 1 million:
From EUR 1 million to EUR 2.5 million: 1.25% tax
From EUR 2.5 million to EUR 5 million: 2.50% tax
From 5 million to 10 million EUR: 5% tax
Above EUR 10 million: 10% tax
Valuation of shares
For many entrepreneurs it is difficult to determine the value of their shares in the company. The free online available UNIZO valuation tool allows to make a first simulation.
For small companies, there is the guidance program Advice tailored for the defector of a small company, which focuses on a market-based valuation.
When and how is the counter reset to zero ?
For listed companies, this is the closing price on 31/12/2025
For unlisted assets: the entrepreneur has the choice of:
(1) valuation formula " equity + 4 × EBITDA "
(2) valuation used for a transaction in 2025 with an independent third party, e.g. following a capital increase.
(3) an independent valuation by company auditor or registered accountant
What can you do now?
Make a simulation calculation of the value of your company based on the legally proposed formula "Equity + 4x EBITDA"
Consider an independent valuation so you can evaluate which valuation formula is optimal for your company.
Determine whether you meet the 20% threshold for substantial interest (consider rearranging family ownership if your share percentage is below 20%).
Simulate the tax impact of a sale at a market price forecast
Would you like support with a personal scenario, such as simulations or advice on valuation methods? Takeover Market will get you started.
For more information and advice,
Contact:
Guido Seghers, Manager NV Overnamesemarkt
guido.seghers@overnamemarkt.be
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