BELGIUM Law and Practice Contributed by: Pieter Puelinckx, Yves Moreau, Donald Krols and Astrid Laga, Linklaters
ties). Such an event is not a trigger of soil obliga - tions in the Walloon region. When such an obligation is triggered, the seller is usually legally responsible to perform the prelim - inary soil survey. If further surveys or underlying soil remediation works are necessary, the clos - ing will, in principle, need to be postponed. As the case may be, parties could however launch an accelerated procedure and proceed with the closing anyway, provided it is authorised by the competent authority. This would usually require an undertaking to remediate the soil, backed by a financial guarantee, typically provided by the seller but potentially assumable by the buyer. Share Deal Structure Share deals do not constitute a triggering event and soil surveys or soil remediation works are, in principle, not required by law prior to closing. This may create information asymmetry as the buyer may not have (full) knowledge of contami - nation at the time of closing but the company it will acquire will keep its existing environmental liabilities. 2.8 Permitted Uses of Real Estate Under Zoning or Planning Law Information on the authorised use/destination of land plots is available on the websites of public authorities and through urban planning informa - tion from municipalities. Generally, urban plan - ning information must be provided to the buyer before the signing of an asset deal. 2.9 Condemnation, Expropriation or Compulsory Purchase Public entities have the right to expropriate for the public interest and against indemnifica - tion, subject to limitations which are notably enshrined in the constitution. Such expropriation rights are usually exercised by the adoption of
an expropriation perimeter, delimiting the zones on which an expropriation can operate. Certain properties are also encumbered with a legal pre-emption right enabling public authori - ties to fulfil their duties of public interest (regard - ing nature conservation, spatial planning, hous - ing policy, water management, etc). Such legal pre-emption rights are also usually exercised by the adoption of a perimeter including such a right, and delimiting the zones on which the authorities can exercise said right. Pre-emption and repurchase rights can also be contractu - ally stipulated, which often occurs in the sale of real estate located in industrial areas by public authorities. 2.10 Taxes Applicable to a Transaction In share deals as well as in other restructuring operations (such as (de)mergers) neither transfer tax nor VAT typically applies. Other taxes, such as capital gains tax on the share transfer (see 8.2 Mitigation of Tax Liability ), may potentially be levied. Additionally, Belgian law includes anti-abuse regulations that may make certain legal acts unenforceable against tax authorities. If the tax administration considers that a trans - action was specifically designed to transfer a real estate asset via a share deal (or a restruc - turing operation) instead of an asset deal and is abusive (for instance, on the basis that the transaction structure would be set up with the sole or essential objective to avoid a disadvanta - geous tax regime), it could claim the payment of the taxes that would have been due in an asset deal structure as well as applicable penalties. The Belgian federal government agreement 2025–2029 indicates the government’s support
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