Capital gains tax on financial assets from 2026: impact on investors and entrepreneurs

What is the impact for you? Is it useful to accelerate certain transactions before the end of 2025? How can you be smart about the exemptions provided or ensure that historical capital gains accrued through December 31, 2025 are safeguarded?

Good preparation and substantiation are important to avoid discussions with the tax authorities. Our tax advisors and valuation specialists can guide you through this.

In the absence of final legal texts, we provide an overview based on the most recent version of the preliminary draft law “introducing a tax on capital gains on financial assets.”

In essence, the tax affects individuals-resident individuals subject to the personal income tax, but (certain) non-profit legal entities subject to the legal entities tax, such as non-profit associations (“ASBL/VZW”) and private foundations, are also targeted. Non-residents remain unaffected, and for corporations, the ordinary rules continue to apply. However, legal entities that are recognized to receive donations that qualify for a tax reduction will escape.

Basically, the tax targets capital gains realized on four categories of financial assets, specifically:

• financial instruments, such as shares, profit shares, bonds, derivative instruments, etc.
• certain life insurance products, such as savings and investment insurances (such as Branch 21, 22, 23 and 26) and capitalization transactions;
• crypto assets in the broadest sense, including stablecoins, e-money tokens and non-fungible tokens that can be used for payment or investment purposes; and
• cash, in particular scriptural money and currency, as well as electronic money and investment gold.

Capital gains on group insurance policies, life insurance policies within long-term savings, pension funds and retirement savings are excluded.

Are targeted capital gains realized on transfers of financial assets for valuable consideration as from January 1, 2026 and this outside the scope of the profession but within the framework of normal operations of management of a private estate. Transfers by way of donation or inheritance or contributions to marital communities are not targeted. Contributions (within the framework of the normal management of a private estate) of shares in companies in exchange for new shares, which are not already covered by the temporary exemption under the European Merger Directive, are also not targeted by the new tax, which is not illogical since the contribution gain will, as a taxed reserve in capital, in principle still be subject to 30% withholding tax in the long run. Payments of capital during life and surrender values of life insurance contracts and capitalization transactions would, however, be taxed.

Furthermore, an “exit” tax is also provided on deferred capital gains for individuals who transfer their (tax) residence or seat of fortune abroad. In this case, there is an automatic or optional deferral of payment, depending on the state to which the taxpayer emigrates.

Where earlier drafts anticipated that the notion of “abnormal management of a private estate” with an associated separate taxation at of 33% would disappear, the government has backtracked on this. Capital gains from abnormal management or speculative transactions would thus still remain taxable as miscellaneous income at 33%. Thus, the risk remains that after January 1, 2026, the administration deems that a realized capital gain arises from abnormal management, so that the tax rate is not 10% but 33% (plus communal tax), with no base exemption and no exemption of historical capital gains accrued before 2026.

The general anti-abuse provision could also apply to realized capital gains, for example, when selling shares in a company with excess liquidity (excess cash).

There are three mutually exclusive categories of capital gains, each with its own regime.

Internal capital gains where shares or profit certificates are transferred to a company-acquirer over which the transferor (alone or together with his/her spouse and his/her immediate family up to the second degree or those of his/her spouse) directly or indirectly exercises control (within the meaning of company law, e.g. majority of voting rights) are taxed at 33%, without any base exemption or other exception (also not for historical gains – see below). This regulation could impact, for example, structures where parents sell their shares to a holding company owned by the children in which the parents also continue to participate themselves.

Note that there are no internal capital gains if the buyer of the shares is controlled by close relatives, without any involvement of the transferor himself. Nevertheless, capital gains can then be taxed under the substantial interest regime or under the standard regime (see below).

Taxpayers who hold a substantial interest of at least 20% in shares (not profit certificates) and transfer them for valuable consideration to a non-controlled party can benefit from a specific regime, i.e. an exemption of EUR 1 million in capital gains and progressive rates on capital gains above this amount, i.e.

• 1,000,001 – 2,500,000 EUR: 1.25%
• 2,500,001 – 5,000,000 EUR: 2.50% (previously: 2.25%)
• 5,000,001 – 10,000,000 EUR: 5%
• 10,000,001 – … EUR : 10%

Capital gains above EUR 1 million on shares representing rights in a domestic company that are transferred to a legal entity with actual seat outside the European Economic Area (“EEA”) are subject to a special rate of 16.5%. In this way, the former regime for transfers of a substantial interest of more than 25% to non-EEA legal entities is, in a sense, restored.

What is new is that the 20% substantial interest would now be considered strictly on an individual basis and no longer cumulatively with the spouse and immediate family or (indirectly) through personal holding structures. The photo of the substantial interest would also be taken at the time of the transfer and no longer at any time during the past 10 years prior to the transfer. Moreover, the exemption for the first million EUR of capital gains would only apply per period of 5 consecutive years, so that one could not benefit from the exemption every year.

Those holding less than 20% would fall under the standard regime (see below). Thus, there is no provision for any kind of transitional regime for holdings (just) below 20% at the time of transfer. This means, for example, that anyone who initially held 20% or more of the shares, but has been diluted to less than 20% by capital rounds, can no longer rely on the substantial interest regime upon an “exit”.

The favorable regime for substantial interest, where the first million EUR of capital gains is exempted, would apply not only to shares in active companies, but also to holding, management and asset management companies.

Under the standard regime, applicable to all capital gains except internal capital gains and capital gains relating to a substantial interest, realized capital gains are taxable at a flat rate of 10%. The base exemption of EUR 10,000 per person per year remains in place, but it would now be indexed annually. In addition, the ceiling of the exemption would increase by (maximum) EUR 1,000 (excluding further indexation after tax year 2027) per year that it remains unused to a maximum of EUR 15,000. Someone who realizes a capital gain only every five years could thus count on an exemption of EUR 15,000 in the sixth year, to be increased by the indexation.

Thus, the previously provided exemption for those who hold their financial assets for 10 years has been dropped.

Under the final compromise, the historical capital gains, i.e., those accrued up to December 31, 2025, will remain unaffected, except for internal capital gains. To calculate the future taxable capital gain (being the positive difference between the price in cash or any other form and the acquisition value), the total proceeds will be reduced by the value of the financial assets as per December 31, 2025. A photograph will therefore have to be taken of the value as per December 31, 2025 for each financial asset, on the understanding that, for the next five years (for transfers up to December 31, 2030), the historical acquisition value may be taken into account, should it turn out to be higher than the (market) value as per December 31, 2025 and under the condition that conclusive evidence of this value can be provided.

The draft shows that the value as of December 31, 2025 can be determined as follows:

• for listed financial assets: the last closing price of 2025
• for unlisted assets, the higher of the following values:
  • value used between completely independent parties or upon formation of a company or capital increase during calendar year 2025;
  • value resulting from a contract or offer of sale option effective Jan. 1, 2026;
  • based on a formula for shares: equity + (4 x EBITDA last fiscal year closed before January 1, 2026); or
  • (in derogation of the formula) a valuation (carried out no later than December 31, 2027) by an auditor or certified accountant who may not be the usual professional assisting the relevant company;
•  for shares acquired under stock options within the meaning of the Stock Option Act of March 26, 1999: the share value upon exercise of the options;
• for shares acquired under a price reduction: the share value at the time of acquisition; and
• for life insurance and capitalization transactions: the inventory reserve or (if higher) the sum of premiums paid.

Thus, for unlisted financial assets (especially shares) acquired before January 1, 2026, it will be very important to determine their value at December 31, 2025, and this based on one of the valuation methods described above.

Capital losses realized as of January 1, 2026 can be deducted from capital gains realized by the same taxpayer within the same taxable period within the same category (internal capital gains, substantial interest or standard regime), and are thus not transferable to a subsequent taxable period.

A capital loss is calculated as the negative difference between the price received and the (proven) acquisition value. For financial assets acquired before January 1, 2026, it is the negative difference between the price received and the value on December 31, 2025.

Whereas the tax on financial instruments and insurance contracts under the standard regime will be withheld via Belgian financial intermediaries in the form of a (liberating) withholding tax (without taking into account exemptions and capital losses), the tax on internal capital gains and substantial interests, as well as on crypto assets, currencies and investment gold, will be levied via the tax declaration and assessment.

However, a special reporting obligation still applies in this case for Belgian-based “intermediaries”, i.e. agents who devise, structure, make available, manage the implementation or provide help, assistance or advice on internal capital gains and substantial interests, who will have to disclose to the tax administration certain data of which they have knowledge concerning the capital gains and the identity of the parties.

Taxpayers wishing to claim exemptions or capital losses will normally have to justify these via the tax return. The draft text provides in this respect the possibility of a opt-out in respect of withholding tax per (securities) account, allowing taxpayers to avoid the pre-financing of the tax via withholding tax.

Although the final legal texts and their vote in parliament must still be awaited, it seems advisable to already identify the possible impact of the new capital gains tax and anticipate its entry into force on Jan. 1, 2026, by, for example, implementing structural changes or sales transactions still this year or monitoring the results necessary for the valuation. It is also possible to determine which valuation method provides the highest value as per December 31, 2025 for unlisted shares. We would be happy to assist you in this regard.