BELGIUM Law and Practice Contributed by: Michel Bonne, Hannelore Matthys and Virginie Lescot, Van Bael & Bellis
3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Introduction of Capital Gains Tax On 2 April 2026, a law was adopted introducing a new tax on capital gains incurred by private individu - als on financial assets (such as shares, bonds, funds, certain insurance-linked products, crypto and cur - rencies, etc), which entered into force retroactively as from 1 January 2026. The default capital gains tax rate is 10%, subject to an annual EUR10,000 capital gains exemption (with a limited carry forward up to EUR1,000 per year for five years). Internal share trans - fers to entities controlled by the seller will be taxed at 33%, while disposals of a substantial shareholding (≥ 20%) benefit from a total EUR1 million exemption (per five-year period) followed by a progressive capital gains tax between 1.25% and 10% (or 16.5% if the buyer is a non-EEA person). Gains from abnormal/ speculative management remain taxed at 33%. His - torical capital gains incurred prior to 1 January 2026 are in principle not taxed (subject to clear evidence of valuation per 31 December 2025). New Belgian Civil Code Within the framework of the modernisation of Belgian civil law, a new Civil Code is being adopted book by book. Certain new books of the Civil Code are also relevant for M&A transactions, in particular the trans - action documents (this is, for example, the case for the new books on contract law, property law and extra-contractual (tort) liability). The new property law entered into force on 1 September 2021, whereas the new book on contract law applies to agreements entered into as of 1 January 2023 (unless otherwise agreed between the contracting parties) and the new book 6 on extra-contractual (tort) liability applies to acts that may give rise to liability and that occurred after 1 January 2025. Further, effective 1 January 2026, Title 1 (Personal Securities) of Book 9 of the Belgian Civil Code entered into force. It replaces the former rules on personal security interests and gives an explicit statutory basis to instruments such as the autonomous guarantee, joint and several liability for security interests, and let - ters of comfort. Most provisions are of supplementary
Belgian federated entities are being targeted. The mechanism requires foreign investors to notify cer - tain investments relating to a broad range of sectors – including energy, transport, water, health, biotech, cybersecurity, communications, media, data manage - ment, critical infrastructure (physical and digital), criti - cal inputs, food security, tech (such as AI, robotics and semiconductors), aerospace, defence, private secu - rity, media pluralism, electoral institutions, financial infrastructure and dual-use products – to the newly established Interfederal Screening Committee (ISC), prior to their implementation, provided that they meet the notification threshold. Investors from other EU member states are not targeted by the mechanism. Conversely, the mechanism may have a considerable impact on non-EU investors envisaging investing in Belgian companies. The mechanism also captures investments by non-EU investors investing through EU entities. Also in this context, gun-jumping must be avoided. When applicable, obtaining ISC approval is therefore typically included as a condition precedent to closing. In addition, the ISC is authorised to launch an ex offi - cio review of recently completed transactions. Further, the Region of Flanders still has a safeguard mechanism which would allow for the annulment of foreign investments in certain Flemish public authori - ties and institutions for the protection of public secu - rity. The scope of the mechanism is therefore limited. The mechanism is triggered when a non-EU or non- EEA person obtains control or decision-making power over an institution which is capable of endangering Flemish strategic interests. In such cases, the mecha - nism would allow the Flemish government to annul, suspend or declare a transaction inapplicable. It would also be free to determine the scope and conse - quences of its decision on a case-by-case basis and based on sufficiently justified grounds. However, it is widely considered that this Flemish mechanism has now become inoperable due to the entry into force of the national FDI screening mechanism.
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