Substantial shareholding: progressive rates when selling your company
Holders of 20% or more of shares fall under the substantial shareholding regime. The progressive rates, EUR 1 million exemption, and impact on business transfers.
22 January 2026 · 8 min
What is a substantial shareholding?
The regime applies when an individual holds at least 20% of a company's shares. This is assessed individually. For most Belgian SME owners, this regime will apply.
It offers significantly more favorable rates than the flat 10% standard regime.
The progressive rate brackets
The first EUR 1,000,000 is exempt (0%) per rolling five-year period. EUR 1M to 2.5M: 1.25%. EUR 2.5M to 5M: 2.5%. EUR 5M to 10M: 5%. Above EUR 10M: 10%.
Example: on a EUR 5,000,000 gain, you pay EUR 81,250 total — an effective rate of just 1.625%. Under the standard regime, the same gain would cost EUR 500,000.
The EUR 1 million exemption per five-year period
The EUR 1,000,000 exemption can only be fully used once every five years. This is an anti-abuse provision.
Sale to a non-EEA company: 16.5%
A special 16.5% rate applies when selling to a company established outside the European Economic Area.
Internal capital gains: the 33% regime
When shares are sold to a company controlled by the seller, a flat 33% rate applies. This targets 'internal capital gains' — selling to your own holding company.
Impact on business transfers and exit planning
The key to optimization is the highest possible reference value on December 31, 2025. A professional valuation by an independent expert is the first step.