For anyone purchasing commercial real estate through their company (rather than privately), there have traditionally been fiscal advantages. Registration duties, VAT, notary fees, interest, brokerage fees, and property maintenance costs can all be deducted. In addition, depreciation is allowed (excluding land), according to the following schedules:

• Office buildings: 33 years at 3% per year
• Industrial buildings: 20 years at 5% per year
• Furniture and machinery: 10 years at 10% per year

The property must, however, be used or leased for professional purposes, or made available to a company director as a taxable benefit in kind, supported by appropriate remuneration.

This makes the idea of acquiring commercial real estate through a company quite attractive, especially when the company has sufficient cash available, thereby avoiding the need to convert private assets or to pay out additional salary (and the associated personal income tax).

As long as the property is used for business purposes, the company can indeed benefit fiscally from the structural costs. But upon sale, the real bill may come due. The capital gain is not calculated on the purchase price but on the book value after depreciation. As a result, the taxable profit can increase significantly. A sale that appears to generate only a modest gain can—in accounting terms—produce a much higher capital gain, which is then taxed at 25% corporate tax. And anyone wishing to extract the proceeds privately will, in principle, also pay 30% withholding tax on the dividend distribution. The contrast with private property, where after five years capital gains tax generally does not apply, can be substantial.

A commonly used alternative is therefore to purchase the real estate via a separate patrimonial or real estate company, which can then be sold. In such a transaction, both the value of the property and a share price are agreed upon, incorporating the future tax on the capital gain (the so-called “latent tax liability”). These shares are treated as financial assets, which under Belgian tax rules were exempt from capital gains tax.
But that changes on 1 January 2026.

Since 1 January 2026, Belgium is introducing a capital gains tax on financial assets: specifically shares, bonds, investment funds, cryptocurrencies, etc.

In practice:

• The tax rate is 10% on realised capital gains (after 2026) on financial assets.
• There is an annual exemption: the first approximately €10,000 per person is tax-free and if unused, this can accumulate to about €15,000 over several years.
• For those with a “significant shareholding” (≥ 20% of the shares in the company), a more favourable regime applies: an exemption on the first €1,000,000 of gains every five years, followed by progressive rates (starting low, rising to 10%).

Why this is relevant for patrimonial companies holding commercial real estate: shares in these companies are financial assets. Upon sale (or transfer) of these shares, tax may therefore be due under the new law.

The reference date is 31 December 2025: the value of the shares at that moment serves as the basis for future capital gains. That valuation must therefore be carried out carefully (via a standard formula or an independent auditor/accountant), because a valuation that is too low leads to a higher taxable capital gain upon sale.

For companies with commercial real estate, this is critical: patrimonial or real estate companies often have limited operational cash flow (low EBITDA), while the underlying real estate value can be substantial. The standard formula (4 × EBITDA + equity) can therefore seriously underestimate this latent value. It may thus be highly advantageous to have the real estate within the company appraised by a certified surveyor before 31/12/2025.

The introduction of the 2026 capital gains tax therefore warrants renewed fiscal due diligence. Key considerations include:

• Arrange a valuation before the end of 2025: for patrimonial companies, it is crucial to obtain an independent valuation with proper documentation. This reduces the latent taxable capital gain.
• Reconsider the real estate ownership structure: a structure in which a private individual directly owns a patrimonial or real estate company becomes less attractive. Through the Belgian DRD (Dividends Received Deduction) regime, a structure in which the shares of the patrimonial company are held by another company may still offer relief, provided the DRD conditions are met:
  • The corporate shareholder owns at least 10% of the shares, or the shares have an acquisition value of at least €2,500,000.
  • The shares are held for an uninterrupted period of 12 months or will be.
  • The shares are held in full ownership.
• Plan the sale or transfer of a patrimonial company before 2026 (or at least before the valuation is exposed to the tax authorities): for those already thinking about transferring or selling to the next generation or to third parties, delays may lead to taxable capital gains under the new rules.

The fiscal advantages of owning real estate through a company remain real, provided the structure is appropriate: professional use or rental, proper accounting, and ideally a long-term horizon. But from 2026 onwards, the new capital gains tax adds an extra layer of complexity for patrimonial companies: the value of the shares must be correctly established before the end of 2025, and latent value must be explicitly documented. Without thorough preparation, the fiscal consequences at sale can be significant.

More than ever, taxation on commercial real estate becomes a case-by-case matter. The optimal approach depends entirely on the property’s use, the company’s future plans, and the family context. Every structure requires bespoke planning, where taxation, company law and practical experience must work hand in hand.