Law introducing taxation of capital gains on financial assets adopted by Parliament

Target group

The new regime applies to individuals (personal income tax) and non-profit entities (legal entities tax), such as non-profit organisations (vzw’s/asbl) and foundations. However, there is an exclusion for legal persons that can receive donations eligible for a tax reduction.

Qualifying assets

The new capital gains tax applies to capital gains realised outside professional activities upon the transfer for consideration of financial assets falling under normal management of private assets.

In addition, two events are subject to the new capital gains tax, even though they are not realised for consideration:

• The liquidation during lifetime of capitals and surrender values relating to life insurance contracts and capitalisation transactions.

• The transfer of the taxpayer’s residence abroad (so-called ‘exit tax’).

A transfer for no consideration of financial assets to a non-resident taxpayer (e.g. via donation) is not in scope of the new capital gains tax, unless the general anti-abuse clause can be applied.

The following transfers are not in scope because they do not take place for consideration:

• Donations.

• Transfers of ownership upon death: by inheritance, will or contractual inheritance.

Financial assets comprise 4 categories:

• Financial instruments (shares, bonds, ETFs, investment funds, money market instruments and all kinds of derivatives (options, futures, swaps…))

• Certain insurance contracts (branches 21, 23 and 26)

• Crypto assets as defined per EU Regulation 2023/1114, including e-money tokens, asset-referenced tokens, utility tokens, and NFTs used for payment or investment purposes

• Currency (including gold held as investment)

Qualifying transfers

The regime applies to three categories of transfers:

• Internal capital gains upon transfer of shares or profit shares to a company that the taxpayer directly or indirectly controls himself or together with his family.

• Capital gains on shares if the transferor directly holds at least 20% of the rights in that company (substantial interest) and other than those covered by category 1.

• Capital gains on financial assets not covered by category 1 or 2 (the general regime).

Exemptions

The following capital gains are exempt from the new regime: 

• Capital gains on contribution of shares if they do not fall within the scope of Article 95 of the Income Tax Code 1992 (ITC92) (a specific exemption covering reorganisations following the EU Merger Directive). The application of this exemption results in the acquisition value of the shares obtained in exchange for the contribution corresponding to the acquisition value of the contributed shares (roll-over).

• Capital gains insofar as they are taxable as professional income.

• Capital gains insofar as they are taxable as movable income (e.g. upon redemption of own shares). Investment funds holding more than 10% fixed-income securities such as bonds or money market instruments currently fall under the Reynders tax. This 30% tax applies to the part of the capital gain realised on these funds corresponding to their underlying income from fixed income investments. . To avoid double taxation upon introduction of the new capital gains tax, the latter will only apply to capital gains not yet taxed by the Reynders tax.

• Pension savings (third pillar) and supplementary pensions (second pillar) falling under pension taxation.

• Capital gains on financial assets giving rise to a tax reduction for long-term savings.

• Capital gains realised on termination of property in undivided ownership that results within three years from a death, divorce, end of legal cohabitation or end of de facto cohabitation.

• The bill aims to avoid overlap with the Cayman tax. Account is taken of the requalification as movable income resulting from Article 21, 1st paragraph, 12°, j) in conjunction with Article 21, 2nd paragraph, ITC92, and the intention to avoid such income is being caught by the new capital gains tax.

Normal management of private estate

Only capital gains realised within the normal management of private assets are subject to the new capital gains tax. The existing rules and rates regarding speculation and abnormal management of private assets remain unchanged.

Taxable base

The taxable base is the positive difference between the sale price and the ‘acquisition value’. If the financial assets were held by the taxpayer or his legal predecessor on 31 December 2025, a ‘step-up’ applies: historical capital gains built up before 1 January 2026 are exempt; only capital gains built up from 2026 are taxable. This also applies to shares received historically under a ‘roll over’ regime (merges, demergers, ‘fusion à l’anglaise’ operations) following (the revised) Article 95 ITC92.

The FIFO principle (first in, first out) applies to staggered purchases of identical financial assets from 2026. If you invest via a fund savings plan with monthly contributions in a fund, or buy the same share at different times, then it is important to know which purchase price applies when selling part of these shares. The capital gain is calculated on the basis of the purchase price of these first purchased shares.

The following rules determine the value of the financial assets on 31 December 2025:

• For financial assets listed on a regulated market or any other public, regularly operating market: the closing price on 31 December 2025.

• For non-listed financial assets: 3 valuation methods, of which the method yielding the highest value is retained: 
  • The value used in a transfer between independent parties between 1 January 2025 and 31 December 2025.
  • The value according to a valuation formula fixed in an ongoing contract.
  • Specifically for shares: equity, plus 4x EBITDA (this refers to non-consolidated EBITDA). For foreign companies foreign accounting standards can be taken into account.  As an exception to that EBITDA rule, each individual shareholder  is given the option to prove the value himself with a report prepared by a company auditor or accountant, neither of whom may be the usual professional practitioner. Such a valuation report must be prepared by the end of 2027 at the latest.

Upon sale of shares acquired following the exercise of stock options qualifying under the stock option law, the actual market value of the share at exercise is taken as the purchase price instead of the exercise price. For example: if you can buy shares for EUR 20 while the market value is EUR 35 at exercise, the purchase price for capital gains tax is set at EUR 35. The same rule applies for non-qualifying stock options taxable at exercise.

For shares acquired following the exercise of ordinary options not taxed as professional income, the exercise price is taken as the acquisition value. This means that if you have the right to buy shares for EUR 20 while the market value is EUR 35, the purchase price for capital gains tax is EUR 20.

For tradeable options, the acquisition value can be determined as the higher of the actual value when the options become tradeable or the taxable value under the stock option law. For example: if you receive a tradeable bank warrant from your employer at EUR 10, which is worth EUR 10.5 when it becomes tradeable and you sell the option for EUR 11, capital gains tax will be due on EUR 0.5.  

For persons moving to Belgium after 1 January 2026, a special regime applies. They receive a step-up at the time they enter Belgium. As a result, only the capital gain built up during the Belgian period will be taxable. However, this regime does not apply if one returns to Belgium within two years after leaving Belgium. In that case, the acquisition value of the original entry will be taken into account, to be increased with the amount which has been subject to the foreign tax of a similar nature to the capital gains tax (if any).

Realised losses can be deducted from realised capital gains. This is only possible if the loss was realised by the same person, in the same year and in the same category of taxable financial assets (i.e. in one of the three categories mentioned).

For assets acquired before 1 January 2026, the loss is calculated as the negative difference between the price received and the value on 31 December 2025.

In principle, no account is taken of historical losses. However, an exception applies to transfers taking place until 31 December 2030. For realised capital gains during the first five years after the entry into force, the taxpayer may prove the historical acquisition value (if higher than the value on 31 December 2025). However, if it concerns staggered purchases of identical financial assets, the purchase price will be calculated as the weighted average of all purchases made before 31 December 2025.

Tax rates

Following rates apply when realising (non-professional) capital gains on financial assets within the normal management of private assets:

• Substantial interest (when the taxpayer holds at least 20% of the shares directly upon realisation): 
  • < EUR 1,000,000: exempt 
  • EUR 1,000,000 – EUR 2,500,000: 1.25% 
  • EUR 2,500,000 – EUR 5,000,000: 2.5% 
  • EUR 5,000,000 – EUR 10,000,000: 5% 
  • > EUR 10,000,000: 10% 

The full amount of the exemption (<EUR 1,000,000) can only be used once every five years. The sale of a substantial interest to a non-EEA company continues to be taxed at 16.5%, but also with application of the EUR 1,000,000 exemption.

• Internal capital gains (capital gains on sale of shares or profit shares to a company that the taxpayer himself or together with his family directly or indirectly controls):  a rate of 33%.

• General regime: capital gains are taxed at 10%
  • With exemption of the first annual tranche of EUR 10,000 (to be indexed annually) per taxpayer. 
  • Anyone who does not use the exemption can carry it forward by EUR 1,000 per year for a maximum of five years, thus enjoying a maximum exemption of EUR 15,000 (for married or legally cohabiting couples, the exemption would amount to EUR 30,000).

Levy

Under the general regime, the capital gains tax is in principle levied via a movable withholding tax of 10%, withheld by the intermediary established in Belgium. This withholding tax is final (no additional taxation). The movable withholding obligation applies exclusively to capital gains on financial instruments and certain insurance contracts.

The Belgian intermediary does not take into account deductible losses, exemptions or a higher acquisition value, so such kind of corrections must always be made via the income tax return. When no Belgian intermediary is involved (e.g. securities portfolio held with a foreign bank), the taxpayer must declare the income himself in the personal income tax return (or legal entities income tax return).

The taxpayer may opt not to subject the realised capital gains to the movable withholding tax (so-called ‘opt-out’). The taxpayer must explicitly opt for this, together with all other holders. In case of opt-out, the financial institution will provide information about the capital gains to the tax authorities.

For capital gains under the internal capital gains regime or the substantial interest regime, collection always takes place via the income tax return of the taxpayer.

Exit taxation

Together with the capital gains tax, a new exit tax is introduced if the tax residence of a qualifying Belgian taxpayer is transferred abroad.

The practical implementation of the exit tax differs depending on the country of destination:

• Automatic deferral: A deferral of payment will automatically be granted for moves to EEA countries or to a treaty country (with which Belgium has an agreement to avoid double taxation that provides for exchange of information and mutual assistance in recovery). Conditions:
  • No transfer of the financial assets for consideration or making them subject to real security agreements within 2 years after move. 
  • The taxpayer’s residence must remain in the above-mentioned states.
• Optional deferral: For other countries, upon request of the taxpayer, deferral is also granted provided the taxpayer provides sufficient security for payment of the amount due (bank guarantee, wire payment to “Deposito-en Consignatiekas/Caisse des Dépots et Consignations” or pledge). The continuation of the deferral of payment is subject to the condition that the taxpayer annually provides a certificate proving that he continues to meet the conditions for deferral.

Regarding this payment deferral the minister has explained that transfers for consideration within two years of exit that would not be taxable if the taxpayer had remained resident in Belgium, e.g. an exempt contribution of shares, will not end the payment deferral.

The tax due is waived in both situations if there is no sale or a re-entry into Belgium within 2 years following departure from Belgium.

In case of split ownership, only the bare owner is regarded as the taxpayer. Emigration of the usufructuary abroad therefore does not lead to realisation of a capital gain in the hands of the bare owner.

Reporting obligation

By analogy with the DAC6 reporting rules for cross-border arrangements, a new reporting obligation is introduced for intermediaries involved in transactions relating to shares falling under the substantial interest regime or the internal capital gains regime.

Exceptions apply for holders of professional secrecy in compliance with the case law of the EU Court of Justice on DAC6.

Entry into force

The new regime applies from 1 January 2026. The withholding of the movable withholding tax as referred to in Article 261, paragraph 1, 5° ITC92 will enter into force on 1 June 2026.  As of 1 June 2026, the withholding tax is the default option (opt-in).  If taxpayers prefer the opt-out, they should notify their bank no later than 1 June. Otherwise, the default option will apply automatically.

For the period between 1 January 2026 and 1 June 2026 a transitional provision applies. During this period, collection will not automatically take place via withholding by intermediaries, but the taxpayer will have to report the capital gain in his personal income tax return. However, he may choose to have withholding tax withheld at equivalent (i.e. post factum). This transitional regime can only be enjoyed if it is an explicit choice (opt-in). This opt-in must be made before 31 August 2026.

For Belgian insurance companies a transitional regime runs until 31 August 2026 (optional opt-in). After that date the final withholding tax applies (default rule) . 

Estate planning

Discretion

Initially, there was fear that the new capital gains tax would lay the foundation for the introduction of a general wealth register. However, some capital gains will in future be able to continue to enjoy discretion by opting for the ‘opt-in’, both during the transitional period (from 1 January until 1 June 2026) and after 1 June 2026. In that case, only the final movable withholding tax applies. Concretely, this means that the tax authorities will not gain insight via the new capital gains tax into the frequency and size of stock exchange transactions.

Impact on wealth planning

Donations

Transfers without consideration (such as donations, inheritances) are not included in the capital gains tax. Since there is no capital gains tax upon inheritance or gift of financial assets, the acquisition value of the donee or heir is equal to the price paid for the asset by the donor or testator (or value determined per 31 December 2025). If the donor or testator also acquired the financial asset free of charge, then the price at which their legal predecessor acquired the financial asset is retained as the acquisition value, and so on.

Impact on undivided ownership (onverdeeldheid/indivision)

 The capital gains tax applies to any termination of undivided ownership, unless the termination results within a period of 3 years from a death, divorce or termination of legal or de facto cohabitation. 

The minister confirms that this exemption can also apply in case of a voluntary purchase in undivided ownership when one of the co-owners of an existing undivided property passes away and the other co-owners subsequently terminate the undivided ownership. According to the minister, this also applies when a gift occurs in undivided ownership, and the undivided ownership is effectively terminated within three years after the donor’s death.

Impact on ordinary partnerships (maatschap/société simple).

The minister states that entering or terminating an ordinary partnership as such does not lead to an implicit exchange moment, so in principle this is not subject to capital gains tax.  However, if there is an implicit exchange moment, there is a partial transfer and thus taxation arises in principle.  In the Explanatory Memorandum it has been clarified that the general exemption for the contribution of shares applies to the contribution of shares into the ordinary partnership.

An implicit exchange moment arises, for example when during the lifetime of an ordinary partnership a new partner joins the ordinary partnership or in case of the exit of a partner.

The finance minister also confirms that upon the dissolution of the ordinary partnership, there will be no realization event if the underlying assets are simply allocated to partners in undivided ownership in the same proportions. The minister concludes that transfers within the family via an ordinary partnership remain entirely possible, although he acknowledges that in the future the specific rules of the capital gains tax will need to be taken into account.

The minister also confirms that the calculation (example) of the Explanatory Memorandum. This means that the roll-over of the original acquisition value should be approached as a whole and thus without considering the position of individual partners.

Notwithstanding the minister’s clarifications, the calculations of the taxable base will cause the necessary complexity and administrative burden.

Unexpectedly the minister confirms that the transfer for consideration of the shares of an ordinary partnership not holding any financial assets falls within the capital gains tax’ scope. This would imply that ordinary partnerships holding art, real estate, or classic cars would be subject to capital gains tax when their shares are sold.

Impact on the foundation-administration office (STAK)

Also important is the impact of the capital gains tax on other tax transparent structures (such as the foundation-administration office (StAK)). The Explanatory Memorandum is reassuring regarding StAKs falling under the scope of the certification law. The regime of tax neutrality of certification is therefore not jeopardised.

Impact of the marital property regime

It was unclear whether the contribution of a portfolio to the marital community between spouses gives rise to any form of capital gains tax. According to the finance minister the answer is negative. Although there is a transfer (at least economic) of the portfolio, it does not constitute a transfer for consideration.

To qualify for the substantial interest regime each individual shareholder needs to have a 20% participation. When shares belong to the marital community the minister has clarified that the marital community needs to own 40% of the shares. Regarding shares for which titre et finance applies the finance minister specifies that the spouse in whose name the shares are registered needs to hold a participation of 20% of the shares of the company in order to qualify for the regime.

Usufruct situations

If a financial asset is encumbered by an usufruct and the full property (or bare property) of the financial asset is sold, the law designates the bare owner as the taxpayer.

Furthermore, the finance minister has clarified that there is no taxable capital gain upon the mere sale of usufruct by the usufructuary. This is also the case when the usufruct is converted into a sum of money. Following the finance minister there is equally no realization upon extinction of the (statutory) usufruct by, for example, death. However, the finance minister also points out that the tax administration will monitor for potential abuse or artificial avoidance of capital gains tax through usufruct transfer techniques.

Long term incentives & management incentive plans

Stock options

Stock options that are accepted in writing within 60 days following the offer are taxable at grant in Belgium and no longer at exercise. Today, no further taxation takes place at the moment of the sale of the shares.

As of 1 January 2026, the capital gain realized at later sale of the shares will be calculated on the value increase after exercise. The acquisition value of the share for capital gains tax purposes will thus not be based on the exercise price of the option. This entails that the exercise gain itself will not be subject to the new capital gains tax.

Example

If options with an exercise price of 10 EUR are worth 12 EUR at exercise and are sold for 15 EUR, 3 EUR will be subject to capital gains tax.

For tradable options that are offered as alternative pay-out methods for short-term incentives (so-called warrants and over-the-counter options offered by financial providers), the acquisition value of the option will be determined based on the higher of (1) the market value at the time the option becomes tradeable or (2) the taxable value under the stock option law. For the over-the-counter options, this means the value at expiry of the one-year waiting period will in practice be taken into account.

Example

If over-the-counter options are worth 10 EUR at offer, 11 EUR at the end of the blocking period and 13 EUR when they are sold to the bank, 2 EUR will be subject to capital gains tax.

Free or discounted shares

For free shares (e.g. restricted and performance share plans) and shares purchased with a discount, the discount, which was already taxed as professional income or exempt under the 100/120-rule, will not be taxed again.

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 that are inter alia blocked for 5 years), the value at the moment of acquisition will be considered (not the price paid).

Example

For shares bought at 80 EUR whilst the stock price is 100 EUR, capital gains tax will be due on 10 EUR if they are sold for 110 EUR.

Management Incentive Plans

In the context of a private equity investment or buy out, often co – investment is envisaged for key stakeholders – individuals (investment managers, executives). These schemes will also be targeted by the new legislation, to the extent the realized gains do not qualify as miscellaneous or professional income.

During the parliamentary process, the finance minister emphasized that under the new law co-investment structures and MBO structures are not at risk to fall in scope of the internal capital gains regime.  To provide more legal certainty, the finance minister has announced that this position will also be confirmed in a circular letter later.

Structures though whereby such co – investment is done via an investment into a private privak, would remain out of scope though (given the exemption of withholding tax for distributions stemming from sales of shares by the privak).

Financial Services Industry

Apart from a more increased compliance burden for the financial sector (new withholding tax obligation, additional ‘DAC 6 – like’ obligations, it is also expected that the combination of the new tax, with the application of the Reynders Tax, will lead to more complex calculations and obligations.

The Reynders Tax will continue to apply alongside the new capital gains tax on financial assets. Specifically, for funds falling in scope of the Reynders Tax, the interest component of capital gains realised on investment funds subject to the Reynders Tax will be taxed at 30%, while the remainder of the capital gains exceeding the EUR 10,000 / EUR 15,000 exemption threshold will be taxed at 10%. This implies that the reporting requirements related to investment funds under the Reynders Tax (such as Asset Test and TIS computations) will continue to apply. An additional layer of complexity in the reporting computations will be that both the interest component (for Reynders tax purposes) and capital gain component (for the new capital gains tax purposes) need to be determined for each Net Asset Value (NAV), and that furthermore for the capital gain component NAV as per 31 December 2025 needs to be determined as historical capital gains built up before 1 January 2026 are exempt.

Considerations for private investors

Transparent funds (such as an SCSp or LP) remain tax transparent - including for capital gains tax - provided their managers supply investors with sufficient information regarding underlying income (often referred to as ‘ventilation’). However, practical difficulties may arise, particularly concerning the deemed exchange moment for open-ended funds. For Belgian investors participating via a Private Privak/Pricaf Privée, the finance minister has confirmed that the tax exemption for dividends derived from capital gains realized by the vehicle remains in place.

The finance minister also clarified that gains realized upon the redemption of bonds at maturity, as well as cash settlements of derivatives, fall within the scope of capital gains tax.

Valuation matters: prudency required

The legislation introduces the need for valuation of the shares in the top tier entity of the group, at the cut-off date of 31/12/2025. It is  important to be mindful that various ‘instances’ in a corporate group and its ownership chain, may lead to a valuation triggering event under the new law of capital gains tax (inheritance or donation of shares in context of estate planning; an intra group sale of a part of the business for TP purposes; the issuance of stock options by the group under the Law of 1999; etc.). One needs to be sure that the valuation methodology used is consistent across the board, and that there is an ‘info sharing’ governance foreseen from owner to management and vice versa, to mitigate risk of discrepancies, causing potential tax risks.