Last modified:Friday 28 July 2017
The fiscal consequences vary significantly between transferring shares and transferring business capital.
Transfer of assets
...by an individual
In the case of the complete and definitive transfer of the professional activities, the gains on tangible and financial assets are taxed at 16.25%, regardless of the duration of use.
For gains on intangible assets, the tax rate is 33% provided that said gains do not exceed the net taxable income (profits) for the last four years. The surplus is taxed at the progressive rate for personal income tax.
Under certain conditions, the gains are fully exempt, but temporarily if the business continues within the framework of family ties.
Note that certain capital gains on property (intangible and tangible) may benefit from staggered taxation.
... by a company
The sale of the asset (and the liability), with the exception of the company's shares, does not benefit from special fiscal treatment. The gains achieved by the companies due to the sale of the asset are taxable at the standard corporation tax rate, but the staggered taxation regime also applies here.
Gains on shares
...achieved by an individual
The gains achieved as an individual on the sale of shares are exempt if there is no speculation and if you achieve them in the context of the normal management of your private assets. Otherwise, they are taxable at 33%. However, if, as an individual, you transfer a significant share in a Belgian company to a foreign legal entity, the gains are always taxed at 16.5%.
... achieved by a company
The gains on shares achieved by companies (sale, exchange, donation, or contribution) are fully and unconditionally exempt from corporate tax if the company can deduct all the dividends from the profit as definitively taxed income (DTI). The minimum criteria for DTI (10% of the capital or an acquisition value of 1,200,000 EUR) do not apply.
However, companies cannot fiscally deduct value reductions and losses on shares.
The exemption regime makes the sale of shares more attractive for the seller. The sale of shares is more favourable to the buyer who can amortise the purchase price. The acquisition of shares cannot be amortised in fiscal terms.
When a company is transferred to a family member, it is important to consider the specific fiscal provisions relating to this situation.
A forward-looking entrepreneur knows that they have the possibility of optimising the situation in fiscal terms while ensuring the transfer of their business.