Foreign buyer for your shares? Frequently asked questions on capital gains tax

1. You sell your shares. Is your capital gain always taxed at 10%?

No. The taxation of your capital gain depends on:

• Your shareholding in the company (less than or at least 20%), and
• The country where the acquiring company is established (within or outside the EEA).

In certain cases, the tax rate may increase to 16.5%.

2. What if you sell your shares to a buyer in Belgium or the EEA?

In that case, the new capital gains tax regime applies:

• Capital gains accrued as from 1 January 2026 are taxable at 10%
• Historical capital gains (up to and including 2025) remain exempt
• The EEA includes the EU Member States plus Norway, Iceland and Liechtenstein

If you hold a substantial shareholding (at least 20% participation in the company being sold):

• An exemption applies to the first EUR 1,000,000 per individual (over a 5-year period)
• Progressive tax rates ranging from 1.25% to 5% apply up to EUR 10,000,000
• Above that amount, a 10% tax rate applies

3. What if the acquiring company is established outside the EEA?

In that case, stricter rules apply.

• Participation ≥ 20%:

Your entire capital gain exceeding EUR 1,000,000 is taxed at 16.5%.
The favourable progressive rates do not apply.

• Participation < 20%:

The capital gain is taxed at 10%, with a limited exemption of only EUR 10,000.

4. Does the higher tax rate also apply in the context of an international group?

Not necessarily. If you sell your shares to an EEA company that is part of a group with its head office outside the EEA, the maximum tax rate of 10% remains applicable.
The same applies where the foreign buyer sets up an (subsidiary) company within the EEA that acquires your shares.

5. Does such a structure constitute tax abuse?

Not necessarily, provided that:

• you are not involved in the choice or formation of the EEA company,
• you have no role in that company (as purchaser), and
• the company has real economic substance.

A mere “letterbox company” or temporary intermediary, however, may give rise to discussions with the tax authorities.

6. Why is a rapid resale considered risky?

Although the statutory taxation rule for a resale within 12 months to a non-EEA purchaser has recently been abolished, a rapid onward sale to a non-EEA company remains a significant negative factor in the assessment of potential tax abuse.

7. What is a prudent safeguard in practice?

It is strongly recommended to include a clause in the share purchase agreement stipulating that the shares may not be resold to a non-EEA company for a period of at least 12 months.
This provides additional protection in the event of a tax audit.

8. What is the key takeaway for entrepreneurs?

When dealing with a foreign corporate buyer, you should not focus solely on the price, but also consider:

• the place of establishment of the buyer, and
• your percentage shareholding.

An incorrect structuring may result in an additional 6.5% tax on a substantial capital gain.