Capital gains tax in Belgium becomes reality as of 1 January 2026

Currently, capital gains realised within the scope of a professional activity are taxable as professional income. As a rule, capital gains on financial assets held outside the exercise of a professional activity are taxable as miscellaneous income (33% + municipal surcharge). If the taxpayer can demonstrate that such capital gains have been realised in the framework of the “normal management of his private wealth”, such capital gains are in principle not taxable. Only the latter will change now, meaning that it will remain crucial to carefully assess on a case-by-case basis whether a sale of financial assets qualifies or not as part of the normal management of private wealth.

The new regime will introduce three categories of capital gains, each with their own tax rates and exemptions:

• Category A: Capital gains on shares realised upon the transfer to a controlled corporate entity (so-called internal capital gains), taxable at 33%;
• Category B: Capital gains on substantial participations (i.e. at least 20%), taxable at 10% or 16,5%, with specific exemptions;
• Category C: Other capital gains on financial assets (so-called residual category), taxable at 10% with limited exemptions.

These categories will mutually exclude each other in the sense that a capital gain qualifying under category A will always have precedence over categories B and C and category C will function as a residual category.

The new regime will apply to capital gains realised as of 1 January 2026, but historical capital gains as per 31 December 2025 will remain exempt.

The new capital gains tax regime only applies to private individuals and legal entities (such as non-profit organisations and private foundations) subject to legal entities tax (“impôt des personnes morales”/”rechtspersonenbelasting”) that are tax resident in Belgium. Legal entities that are certified to receive tax-deductible gifts are excluded from the capital gains tax.

In cases where ownership on financial assets is split between usufruct and bare-ownership, the capital gains tax will be due by the bare-owner.

The new regime has a very broad scope. It will encompass four categories of financial assets:

1. Financial instruments (such as listed and unlisted shares, bonds, money market instruments, derivatives, investment funds, exchange-traded funds, ...);
2. Certain insurance contracts with a savings objective (branches 21, 23, 26 or equivalent);
3. Crypto-assets;
4. Currencies (including digital currencies) and investment gold.

The new capital gains tax regime applies to capital gains realised upon transfers for consideration, which includes sales, whether payment is made in cash or in kind. Transfers upon death and gifts are excluded, as well as transfers occurring upon a termination of joint ownership resulting within a period of three years from a divorce or the ending of a cohabitation regime.

Under certain circumstances, redemptions of shares will also be targeted (see 6. below).

The following events will be assimilated to a transfer for consideration:

• the surrender value received during the policyholder’s lifetime relating to certain insurance contracts with a savings objective
• the transfer of the taxpayer’s domicile out of Belgium (see 8. below)

Capital gains realised upon the contribution of shares will be excluded and subject to a tax deferral regime: the shares which will have been received upon a contribution will have the same acquisition value as the shares initially held (i.e. no step-up on the acquisition value will be granted upon the contribution).

Subject to certain conditions, the same regime will apply to:

• capital gains on shares of EU companies realised upon a qualifying reorganisation;
• capital gains on shares or units of UCITS or AIFs realised upon (i) a qualifying reorganisation or (ii) the conversion of an investment fund (“fonds commun de placement”/”beleggingsfonds”) into an investment company (“société d’investissement”/”beleggingsvennootschap”) or one of its compartments.

The new regime will also provide for several specific exclusions, amongst which:

• Certain group insurances and pension savings qualifying under the second and third pillars;
• Capital gains which are already taxable as movable income or professional income or which are subject to the long-term savings tax.

General principles

The taxable basis will generally correspond to the positive difference between the sale price (or surrender value) upon the transfer of financial assets (whether in cash, securities, or any other form) and their acquisition value. The acquisition value is defined as the price at which the taxpayer (or his predecessor in case the financial assets were acquired through a donation or upon death) originally acquired the financial assets for consideration.

The taxable basis will be calculated on a gross basis, meaning that transaction costs or taxes are not deductible. In case of successive purchases of the same financial assets (i.e. for different prices), the capital gain will be computed on the basis of the FIFO method.

If the acquisition value cannot be determined based on sufficiently conclusive data, the full amount of the sale price will be taxable.

No taxation of historical capital gains

A notable exception will apply to financial assets acquired before 1 January 2026, for which the taxable basis will correspond to the positive difference between the sale price (or surrender value) and their value as of 31 December 2025. This exception ensures that the new capital gains tax will only apply to increases in value as of 1 January 2026.

Example:

• Beth acquired shares in 2022 for 10,000 EUR. As of 31 December 2025, the shares have a value of 12,000 EUR. Beth sells the shares on 31 July 2026 for 15,000 EUR. The taxable capital gain will amount to 3,000 EUR, corresponding to the increase in value as of 1 January 2026. 

To avoid taxing historical capital gains, it is essential to establish the value of financial assets as of 31 December 2025. The method used to determine this value will vary depending on the type of asset held:

• Qualifying insurance contracts will be valued at the inventory reserve as of 31 December 2025;
• Listed financial assets will be valued at their last closing price of 2025;
• Unlisted financial assets will be valued at the higher of:

1. 1. the value used in a transaction between totally independent parties or at the occasion of a capital increase or setting up of a company in the course of 2025;
   2. the value resulting from a valuation formula set in a contract or in a put option agreement in force on 1 January 2026;
   3. when it comes to shares and assimilated instruments, the net equity plus four times the EBITDA.
   4. when it comes to shares and assimilated instruments or to financial assets for which the above methods do not apply, on the basis of a valuation report established by an auditor or a certified accountant which is not the company’s habitual service provider at the latest by 31 December 2027.

According to the parliamentary works, when it comes to investments in private equity funds, taxpayers would be allowed to determine the value of their investments based on the net asset values as per 31 December 2025 which will be reported by the fund managers in the 2025 yearly reports.

If it turns out that the value of financial assets as determined on 31 December 2025 is lower than the acquisition value, taxpayers will have the possibility to use the (higher) acquisition value, provided though that these financial assets are sold at the latest by 31 December 2030.

Example:

• Beth acquired shares in 2022 for 10.000 EUR. As per 31 December 2025, the value of the shares have dropped to 9.000 EUR. Beth sells the shares on 31 July 2026 for 11.000 EUR. The taxable capital gain will amount to 1.000 EUR.

Capital losses could be offset against capital gains provided that these losses are incurred (i) by the same taxpayer, (ii) during the same taxable period, and (iii) relate to the same category of financial assets (see 1. above). For instance, a capital loss on crypto-assets (category C) cannot be offset against a capital gain on a substantial shareholding (category B), but a capital loss on listed shares (category C) could be offset against a capital gain on investment gold (category C).

For financial assets acquired before 1 January 2026, losses will be calculated considering the value of the assets at 31 December 2025 (instead of their historical acquisition value).

Examples:

• Beth acquired shares in 2022 for 10.000 EUR. As per 31 December 2025, the value of the shares have dropped to 9.000 EUR. Beth sells the shares on 31 July 2026 for 8.000 EUR. The capital loss will amount to 1.000 EUR.
• Beth acquired shares in 2022 for 10.000 EUR. As per 31 December 2025, the value of the shares increased to 12.000 EUR. Beth sells the shares on 31 July 2026 for 8.000 EUR. The capital loss will amount to 4.000 EUR.

Specific rules for qualifying stock option plans and shares received for no or a reduced consideration

The Belgian Stock Option Act of 26 March 1999 establishes a clear and favourable tax regime for employee stock options, making it a commonly used instrument for management incentive plans. Under this regime, employees and executives are only taxed at grant, on the basis of a certain percentage of the value of the underlying shares. In practice, stock-option holders usually sell their shares immediately after having exercised their options.

Under the new capital gains tax regime, the acquisition value of shares received upon exercise will correspond to their fair market value as from that date, meaning that only the increase in value as from that date would become taxable.  

In case no exercise takes place and the options are sold, the acquisition value of the options will correspond to the higher of (i) their market value at the time the options become transferable or (ii) their value as determined in the framework of the calculation of the lump-sum based benefit in kind upon grant.

For shares received for free or at a reduced price, the acquisition value will correspond to their market value upon acquisition.

The tax rates and exemptions will differ depending on the category of the capital gain.

Category A: internal capital gains

Internal capital gains are defined as capital gains on shares or profit shares (“parts bénéficiaires”/”winstbewijzen”) realised upon the sale to a corporate entity over which the taxpayer, alone or together with close relatives (spouse, descendants, ascendants, or relatives up to the second degree), exercises a direct or indirect control.

Internal capital gains will always be taxable at the flat rate of 33%.

Parliamentary discussions indicate that this regime should generally not apply when parents sell shares to holding companies controlled by their children. However, if the parents subsequently donate the receivable arising from the sale to their children, the legislator notes that tax authorities could potentially reclassify the transaction as an internal capital gain on the grounds of tax abuse.

Category B: capital gains on substantial participations

A substantial participation is defined as a direct ownership of at least 20% of the rights in a company. Said otherwise, the 20% threshold needs to be met by the taxpayer, without possibility to aggregate holdings from close relatives/controlled entities. This regime applies to both listed and unlisted shares.

Capital gains on substantial participations will be taxed as follows:

• The first 1.000.000 EUR of capital gain will be exempt (maximum amount over a rolling period of five years);
• Beyond this exempt tranche, capital gains will be taxable at the following progressive rates:
  • 1,25% until 2.500.000 EUR;
  • 2,5% between 2.500.000 EUR and 5.000.000 EUR;
  • 5% between 5.000.000 EUR and 10.000.000 EUR;
  • 10% above 10.000.000 EUR.

As an exception, when shares are sold to a non-EEA legal entity, the capital gain will be taxable at the flat rate of 16,5%, with the benefit of the exemption on the first 1.000.000 EUR.

Category C: other capital gains on other financial assets

Capital gains on in-scope financial assets that do not fall under categories A or B will be taxable at the flat rate of 10%, with a yearly exemption for the first 10.000 EUR (indexed amount for 2026). Spouses or cohabitants will each benefit from this exempt amount.

The exempt amount of 10.000 EUR can be increased up to maximum 15.000 EUR if a taxpayer does not realise taxable capital gains over a period of maximum 5 years.

As a rule, gains resulting from a redemption of shares are treated as deemed dividend income (30%), but only in case and to the extent of a subsequent triggering event, amongst which the cancellation of the shares redeemed or their sale with a loss.

According to the parliamentary works of the new capital gains tax, if the redemption and the subsequent “dividend triggering event” occur during the same financial year, the dividend qualification will have to be retained.

If the “dividend triggering event” occurs in a later year following the redemption, the redemption gain will qualify as a capital gain for the year in which the redemption has taken place.

Said otherwise, capital gains tax will be due on redemptions of shares performed as of 1 January 2026 to the extent no “dividend triggering event” will take place during the same financial year. Attention should be paid to the fact that the taxable basis might differ whether the redemption bonus will qualify as a deemed dividend (i.e. all what exceeds fiscally paid in capital) or a capital gain (all what exceeds the acquisition value). It is questionable whether the position that a dividend qualification remains if the redemption and the dividend triggering event occur during the same financial year is correct.

Distributions performed by an investment company (qualifying as UCITS or AIF) which are structured as redemptions of shares or (partial) liquidations are not taxable provided that the investment company benefits from a deviating tax regime in its country of residence.

The Reynders tax constitutes an exception to this principle of non-taxation, by targeting accumulating investment companies investing directly or indirectly (i.e. through other undertakings for collective investment) more than 10% of their assets in debt instruments. The so-called “interest component” embedded in the gain distributed upon a redemption of shares, a (partial) liquidation or upon the sale of shares is taxable as interest income at the flat rate of 30%. If the interest component cannot be determined (which is generally the case in practice), taxation will occur on a prorata basis, based on the percentage of assets invested in debt instruments. Up to now, the remainder of the gain was not taxable.

As of 1 January 2026, gains received upon a redemption of shares, a (partial) liquidation or upon the sale of shares of an investment company will fall under the new capital gains tax. For investment companies which are targeted by the Reynders tax, two different tax regimes will apply:

• The portion of the gain attributable to the “interest component” will remain taxable at 30%; and,
• The remainder of the gain will fall under the new capital gains tax.

Attention should be paid to the fact that the taxable basis under the two regimes will very likely be different, which will result in additional complexities when determining the taxpayer’s position.

Example:

On 31 March 2026, Beth subscribes to 10 units in an accumulating investment company which invests for 30% in bonds and 70% in equities. The investment company is not able to determine the interest component under article 19bis, BITC. The subscription price is 10,000 EUR. On 12 July 2028, Beth sells the 10 units for 15,000 EUR and realises a capital gain of 5,000 EUR. Out of this gain, 1,500 EUR (5.000 EUR x 30%) will be taxed as interest income at 30% according to article 19bis, BITC. The remainder (3,500 EUR) will be subject to capital gains tax.

Under the new capital gains tax regime a so-called exit tax will apply when a taxpayer transfers its tax residence out of Belgium. The new regime treats the move as if the taxpayer has sold its financial assets, triggering a taxable event.  

The capital gain for this purpose is determined based on the market value of the financial assets upon the effective transfer of the tax residence. The new regime provides for a conditional deferral of payment of the capital gains tax if the taxpayer moves to an EU Member State, an EEA country or a country having signed a double tax treaty with Belgium providing for an exchange of information and mutual assistance in recovery matters. In that case, the deferral is automatically applicable.

A deferral of payment can also be granted if the taxpayer moves to another country if the taxpayer provides adequate security for the payment of the tax due.

The payment obligation for which the tax deferral was granted nevertheless lapses after a period of two years following emigration provided that the financial assets are not realised in the meantime. The same applies if the taxpayer returns to Belgium within two years after transferring its tax residence abroad and did not realise the financial assets meanwhile. In that case, the financial assets will keep their initial acquisition value (no fiscal step-up is granted). However, if the taxpayer was required to pay an exit tax in the country they initially moved to, the new Belgian rules allow for the acquisition value to be increased by the amount that corresponds to the taxable basis of the foreign exit tax. This adjustment ensures that taxpayers are not taxed twice on the same gain when repatriating to Belgium.

Taxpayers relocating to Belgium will generally benefit from a step-up in tax basis of their financial assets. This means that only gains accrued while being a Belgian tax resident will be subject to taxation, as the acquisition value of their financial assets will be revalued to the fair market value at the time of the move to Belgium. However, this step-up does not apply if the taxpayer was a Belgian tax resident at any point during the two years prior to the immigration (see 8. above).

Internal capital gains (category A) and capital gains on substantial participations (category B) will have to be reported in the taxpayer’s income tax return and capital gains tax will have to be paid accordingly.

Other capital gains (category C) will generally be subject to withholding tax, but only to the extent they relate to (i) financial instruments and (ii) certain qualifying insurance contracts (see 3. above). Capital gains on crypto assets and investment gold will thus be excluded from the withholding tax regime and will have to be reported in the taxpayer’s income tax return as well.  

Withholding tax will be levied by Belgian banks and qualifying financial intermediaries established in Belgium. Withholding tax will be levied at source on a gross basis, i.e. without consideration for instance for the first exempt tranche of 10.000 EUR or any capital loss, in which case the taxpayer is not required anymore to include the gain in his personal income tax return.

To take advantage of certain tax benefits (e.g. exemptions) available under the new capital gains tax regime, taxpayers will be able to choose between two options:

• Report the capital gains (and losses) in their yearly personal income tax return and request a credit for the withholding tax levied (in which case a potential refund may take up to two years as from the levy of the withholding tax);
• Apply upfront for a so-called opt-out regime, whereby the relevant Belgian banks and qualifying intermediaries will be discharged from levying withholding tax. It will then be the taxpayers’ responsibility to report the taxable capital gains in their personal income tax return.

Capital gains realised abroad (i.e. without intervention of a Belgian bank or financial intermediary) will in any case have to be reported.

A separate reporting obligation, inspired by the DAC 6 Directive, will apply to all qualifying intermediaries involved in transactions in relation to internal capital gains (category A) and capital gains on substantial participations (category B).

The new regime will apply with retroactive effect as of 1 January 2026.  

In principle, Belgian banks and qualifying financial intermediaries established in Belgium cannot levy any withholding tax for the period between 1 January 2026 and the entry into force of the law (i.e. the 10^th day following the publication of the law).

Taxpayers who prefer to not include the capital gain in their personal income tax return are nonetheless given the opportunity to apply for a “one-off” opt-in regime until 1 June 2026, in which case Belgian banks and qualifying financial intermediaries established in Belgium will transfer an amount equal to the withholding tax to the Belgian State. This opt-in regime obviously only applies for capital gains which will generally be subject to withholding tax (see 10. above).