The bill focuses on amending the 1992 Income Tax Code and the Code of Registration, Mortgage, and Registry Duties concerning fiscally neutral reorganisations.
Belgium’s government has gazetted a law of 30 October 2025 on 24 November 2025, extending the existing tax exemption for mergers to include simplified sister mergers, in line with the EU Mobility Directive 2019/2121 on cross-border conversions, mergers, and divisions.
This legislation focuses on amending the 1992 Income Tax Code and the Code of Registration, Mortgage, and Registry Duties concerning fiscally neutral reorganisations.
The law formally integrates and regulates the “simplified sister merger” into the Code of Income Taxes 1992 (WIB 92), providing specific rules for its tax treatment.
The simplified sister merger allows a domestic or cross-border merger in which an acquired company’s assets are fully transferred to an acquiring company without liquidation or the issuance of new shares.
The law sets clear tax rules: the acquisition value of shares combines the two companies’ values, retention rules consider original purchase dates for ownership, paid-up capital and reserves remain unchanged, and the merger qualifies as a non-taxable transaction, simplifying its tax treatment.
The law went into effect the day after its publication in the Official Gazette.
Earlier, Belgium’s Chamber of Representatives approved a law extending the country’s tax-neutral treatment to simplified sister mergers on 23 October 2025.
