Belgium’s Ministry of Finance has issued Circular 2026/C/33, introducing a 5% separate capital gains tax on shares in investment and real estate companies, effective for the 2026 assessment year. 

RF Report

Belgium’s Ministry of Finance issued Circular 2026/C/33 on 24 February 2026, establishing a separate 5% capital gains tax on the disposal of shares in SICAV-RDT/DBI-BEVEK investment companies effective from the assessment year 2026.

It also stipulates that companies can only credit withholding tax on dividends from these vehicles if they have paid the minimum director wage of EUR 45,000.

This circular outlines new Belgian tax regulations effective from the 2026 assessment year concerning investment and real estate companies. A primary feature is the introduction of a 5% separate tax on capital gains realised from shares in these entities, specifically when those gains were previously exempt.

Additionally, the document details a new restriction on withholding tax credits for dividends received from such companies. To claim these credits, a recipient corporation must now meet a minimum salary requirement for at least one director, a measure designed to prevent tax avoidance through dividend-only compensation.

These rules apply to both domestic firms and foreign companies operating via Belgian permanent establishments. Certain exceptions remain, such as for private equity funds regarding capital gains and recognised cooperatives regarding dividend credits.

The key details are as follows:

Qualifying capital gains

The separate assessment applies specifically to capital gains realised on shares of investment companies and real estate companies. Specifically, this includes:

  • The 5% capital gains tax applies to companies with special tax regimes and regulated real estate companies (GVVs/SIRs).
  • The assessment only applies if the distributed income from these shares was deducted as Dividends Received Deduction (DRD/DBI) in at least one previous taxable period. This means the company must have met specific participation and taxation conditions in the past to qualify for the deduction.
  • Capital gains on shares of “private privaks” (or similar EU alternative investment funds held privately) are exempt from this assessment. Additionally, the assessment does not apply to dividends or gains from share buybacks.

Amount of tax due

The tax is charged at 5% on capital gains, but applies only to the portion exempt under Article 192, § 1, WIB 92. When capital gains are partially exempt, the 5% rate is calculated exclusively on the exempted amount.

Separate assessment

The 5% tax operates as a standalone assessment that cannot be reduced by standard deductions (Articles 199-206 WIB 92) or offset against current-period losses. It applies to both Belgian resident companies and non-resident companies with a Belgian permanent establishment, and is charged in addition to other applicable taxes.

Credit for withholding tax on dividends

New rules restrict the ability of a company to claim a credit for withholding tax (RV/PR) on dividends received from these investment and real estate companies.

  • The remuneration condition: To claim the credit, the receiving company must grant a minimum remuneration to at least one of its directors (bedrijfsleider) during the taxable period the income is received.
  • Minimum amount: The remuneration must be at least EUR 45,000, or, if the company’s income is lower than that, it must at least equal the company’s taxable income.
  • Anti-abuse goal: This measure aims to prevent “fiscal abuse” where directors are compensated solely through dividends (which may have more favourable tax treatment) rather than professional remuneration.
  • Exceptions: This restriction does not apply to recognised cooperative companies or to small starting companies during their first four taxable periods since incorporation.
  • Note on private privaks: Unlike the capital gains assessment, there is no exception for dividends from private privaks; they are subject to this remuneration condition for the withholding tax credit.

These measures will take effect starting from the assessment year 2026.