Where a shareholder has a substantial interest in a company whose shares they sell, the capital gains tax rules will differ from the standard regime. This deviating rule aims to treat 'owners' of (family) businesses (which were often founded by themselves or by relatives from a previous generation) less harshly and is designed not to frustrate the entrepreneurial spirit of these 'shareholder-entrepreneurs'.
For the purpose of this rule, a 'substantial interest' is defined as a participating interest of at least 20%. Only the shareholding held by the shareholder themselves and in their personal name is taken into account. Earlier rumours that shares held by family members or held indirectly (e.g. through a management company) might also be taken into account when determining the 20% minimum threshold are therefore no longer an issue. Moreover, the assessment of the 20% participation condition takes place at the time of the transaction itself. It is therefore not enough that you have held a 20% stake at some point in the (recent) past; only the situation at the time of sale is relevant. There is no ‘transitional regime’ for shareholders who do not reach the minimum threshold of 20%, but only own, say, 19% of a company's shares; they will therefore fall under the 'standard regime' of 10% tax and a 10,000 euro basic exemption.
Shareholders who do meet the condition will benefit from an exemption on a first tranche of 1,000,000 euros when realising a capital gain. Higher capital gains will be taxed at a progressive rate (1.25% up to 2,500,000 euros; 2.5% up to 5,000,000 euros; 5% up to 10,000,000 euros; 10% for 10,000,000 euros and above). The exemption is expected to apply once per five-year period.
The deviating regime applies to capital gains on shares of both listed and unlisted companies. For unlisted companies, the question naturally arises as to the 'initial value' of the shares (the 'snapshot value’ on 31 December 2025). A number of options are given for determining this value. If a transaction took place in 2025 (e.g. a sale of shares), the value used in that transaction can be used as the reference value (‘snapshot value’). In other cases, a standardised valuation method (four times EBITDA plus shareholders' equity) can be used. You may also have a detailed valuation carried out by an auditor or certified accountant. Taxpayers are expected to be able to choose the method that yields the highest valuation. However, the taxman has the option to dispute the value.
For the sake of clarity, the scheme is not limited to shares of operating companies. It therefore also applies in principle to capital gains realised on the sale of shares of, for example, a family holding company, a management company or a holding company.