Impact of new capital gains tax on financial assets on share-based remuneration

Belgium’s federal government has approved the preliminary draft law introducing a capital gains tax on financial assets, which has been sent to the Council of State. Once enacted, the new tax will apply to capital gains on financial assets realised as from 1 January 2026, with a step-up for historical capital gains accrued as at 31 December 2025.

The new regime would also affect employee share and share option plans and this alert summarises the key implications for employers offering share-based remuneration.

Impact on share incentive plans

Stock options

Stock options that are accepted in writing within 60 days following the offer are normally only taxable in Belgium when granted and not when exercised or on a later sale of the shares. 

As from 1 January 2026, the capital gain realised at exercise would remain exempt, but the capital gain accrued after exercise would be subject to the new tax regime.

Example

The underlying shares of options with an exercise price of EUR 10 are worth EUR 12 at exercise in 2026, and are sold for EUR 15 in 2028. EUR 3 (i.e., the difference between the selling price and the market value at exercise) would be subject to capital gains tax, unless exempt or subject to tax under another regime, (see “Exemptions and exceptions,” below).

For tradable options that are offered as alternative pay-out methods for short-term incentives (so-called bank warrants and over-the-counter options offered via financial providers), the acquisition value of the option would be determined based on the market value at the time the option becomes exercisable. For over-the-counter options, this would mean the value at expiry of the one-year waiting period.

Free or discounted shares

For free shares (such as restricted and performance shares) and shares purchased at a discount, there would be no further taxation of the discount—which would already have been taxed as professional income. 

For shares acquired at a discount under the specific tax regime of article 7:204 of the Code of Companies and Associations (tax-free discount of 20% for shares subject to various conditions, including a prohibition on sale of those shares for at least five years), the value at the moment of acquisition would be considered and not the price paid.

Example

Shares are bought for EUR 80 in 2026 when the stock price is EUR 100 and subsequently sold for EUR 110. Capital gains tax would be due on EUR 10 (i.e., the difference between the selling price and the market value at acquisition) unless exempt or subject to tax under another regime (see “Exemptions and exceptions,” below).

Exemptions and exceptions

The following exemptions and exceptions may apply:

• Gains taxable as movable or professional income would not be subject to the new capital gains tax on financial assets;

• An annual exemption of EUR 10,000 would be available, which may increase up to EUR 15,000 under certain conditions);

• In the event of a substantial interest (i.e., at least a 20% participation by an individual in the company), annual gains of up to EUR 1 million would be exempt, with the excess being subject to tax at progressive rates ranging from 1.25% to 10%. 

The 10% taxation does however not replace the following existing regimes:

• The 33% rate would continue to apply to capital gains that are abnormal or speculative; and

• A 16.5% rate would continue to apply to capital gains arising from the sale of a substantial interest in a Belgian company to a company outside the European Economic Area.

For a broader discussion of the new capital gains tax on financial assets, please see our Tax Alert of 2 July 2025.