Foreign buyer for your shares? Watch out for capital gains tax! (FAQs)
On 1 January 2026 a new capital gains tax was introduced for individuals who sell their shares at a gain. In this article we address a number of questions where a Belgian resident sells their company shares at a gain to a foreign company.
FAQ 1: You sell your shares. Is your capital gain always taxed at 10%?
No. The tax on your capital gain depends on:
• Your shareholding in the company (less than or more than 20%), and
• The country where the buyer company is established (inside or outside the EEA).
In certain cases the rate can rise to 16.5%.
FAQ 2: What if you sell your shares to a buyer in Belgium or the EEA?
Then the new capital gains regime applies:
• Capital gains built up from 1 January 2026 are taxable at 10%
• Historical capital gains (up to and including 2025) remain exempt
• The EEA comprises the EU Member States plus Norway, Iceland and Liechtenstein
If you have a substantial interest (at least a 20% shareholding in the company you are selling):
• Exemption for the first EUR 1,000,000 per person (over a 5-year period)
• Progressive rates from 1.25% to 5% up to EUR 10,000,000
• Above that amount: 10%
FAQ 3: What if the buyer company is established outside the EEA?
Then stricter rules apply.
• Shareholding ≥ 20%:
Your entire capital gain above EUR 1,000,000 is taxed at 16.5%.
The favourable progressive rates do not apply here.
• Shareholding < 20%:
The capital gain is taxed at 10%, with an exemption of only EUR 10,000.
FAQ 4: Does the higher rate also apply in the case of an international group?
Not always. If you sell your shares to an EEA company that is part of a foreign group with its head office outside the EEA, the maximum rate of 10% remains applicable. The same applies where the foreign buyer itself incorporates a (subsidiary) company in the EEA that acquires
your shares.
FAQ 5: Isn’t such a structure tax abuse?
Not necessarily, provided that:
• you are not involved in the choice or incorporation of the EEA company,
• you play no role in that company (the buyer), and
• the company has genuine economic substance.
A mere “empty shell” or temporary intermediary can indeed give rise to discussion with the tax authorities.
FAQ 6: Why is a quick onward sale risky?
Although the statutory taxation on an onward sale within 12 months to a non-EEA buyer was recently abolished, a quick onward sale to a non-EEA company remains an important negative factor in the assessment of tax abuse.
FAQ 7: What is a good precautionary measure in practice?
It is strongly recommended to include a clause in the sale agreement providing that the shares may not be resold to a non-EEA company for at least 12 months. This provides extra protection in the event of a tax audit.
FAQ 8: What is the most important takeaway for entrepreneurs?
With a foreign buyer company, you should look not only at the price, but also at:
• the buyer’s place of establishment, and
• your shareholding percentage.
Incorrect structuring can lead to 6.5% extra tax on a substantial capital gain.