What sellers ask most often

What is a real estate company (société patrimoniale)?

A real estate company (in French "société patrimoniale", in Dutch "patrimoniumvennootschap") is a Belgian company that primarily manages and/or operates real estate assets. It is not a legal form: most are private limited companies (SRL, formerly SPRL), sometimes public limited companies (SA). Not to be confused with a regulated real estate company (SIR in French, GVV in Dutch), the Belgian equivalent of the US REIT ("Real Estate Investment Trust").

Originally, the company may have been established for another reason (such as a management company for a doctor, lawyer, consultant, etc.), but over time it was used exclusively for managing real estate.

The main objective is the management of real estate: residential properties, commercial buildings, land parcels, and other real estate investments. Of course, there might still be a car and other assets in the company.

As a shareholder of a real estate company, what are your options to get rid of it?

There are two possibilities: either sell the real estate ("asset deal") and then liquidate the company, or sell the shares ("share deal") in a single transaction. The share deal assumes all the real estate is sold to the same buyer (or that you keep one or more properties privately).

Asset deal: notary fees and registration duties are due (12% in Flanders, 12.5% in Brussels and Wallonia), paid by the buyer, and the company is taxed on the capital gain at the corporate rate (25%). Only an empty company then remains, which has to be liquidated: the liquidation bonus bears 30% withholding tax, except for the part of any liquidation reserve (available to small companies), which bore a 10% levy when it was set aside and is then distributed free of withholding tax.

Share deal: no notary is required. Since 1 January 2026, the gain on the shares is taxable for the seller as an individual, but in principle only on the value created after 31 December 2025 (the gain built up until that date remains exempt); for unlisted shares, that starting value follows precise statutory rules. If you personally hold at least 20% of the shares (the threshold is assessed per shareholder, not per family), the gain is exempt up to 1,000,000 EUR per five-year period, then taxed at a progressive rate starting at 1.25%; below 20%, it is taxed at 10% after an annual exemption of 10,000 EUR (indexed).

Keep the company, sell the real estate: the gain can be taxed in instalments over time if the full sale price is reinvested in depreciable assets within three years (five years for a building), under Article 47 of the Income Tax Code 1992 (CIR 1992). The tax then follows the depreciation of the new asset, for example over 33 years for a building depreciated over that period. The property sold must have been held for more than five years. Using this only to keep the company for other activities merely postpones the problem.

Capital gains tax 2026: what changes for your real estate company. The regime in detail: thresholds, scale, and the 31 December 2025 snapshot.

What to expect when selling (or "transferring") your company?

When you decide to sell, the aim is to do so efficiently, with transaction security and the best possible financial outcome. Being accompanied by someone who has analysed thousands of real estate companies and bought dozens of them, and therefore knows how buyers think, lets you negotiate with full knowledge and reach a solution suited to your situation.

Read more: The mistakes that cost the most.

What happens with bank loans, current accounts, or personal guarantees?

Bank loans stay in the company, which the buyer takes over. The bank generally has to consent to the change of shareholder; failing that, the loan is repaid or refinanced.

The current account the company owes you is repaid to you at the transfer: it is deducted from the share price, which is neutral for you. The current account you owe the company is either repaid by you before the transfer, or deducted from the price, with the buyer taking over that debt by novation.

Your personal guarantees must be released by the bank, at the latest at the moment of transfer.

Read more: How a buyer values your shares.

How does the selling process work?

1. Sending over documents and information to the prospective buyer (after signing a possible confidentiality agreement, "NDA").
2. First meeting, and viewing of the property or properties.
3. The buyer sends out their offer.
4. When the offer is accepted, the buyer sends a letter of intent, signed later once accepted by each party.
5. Period of analysis of the company, also called Due Diligence (assets, liabilities, history…). Some buyers still negotiate at this stage based on what they discover.
6. Drafting of a share transfer agreement (SPA, "Share Purchase Agreement").
7. Signature of the agreement, then payment, registration in the share register and effective transfer of the company: on the same day, or later if conditions precedent must first be met.

Read more: The steps of the sale.

I want to keep one of the properties and sell the rest. Is that possible?

Yes. It can be done in advance, during the transfer or afterwards, depending on your situation, the type of buyer and what they are looking for.

A common solution is to buy the property from the company before the transfer. You then do not necessarily have to pay the price up front: the amount owed is booked to a current account, then deducted from the share price. The transfer nevertheless remains a sale of real estate: registration duties and notary fees are due, and the company is taxed on the gain realised on that property.

Why can't I just sell all the assets of my company myself?

You can. But you need to consider which scenario best suits your situation. In most cases your portfolio holds different types of assets, so selling them yourself means dealing with several parties, with no certainty of a better result. Selling the shares settles everything in one go, with a single buyer taking over the whole company.

You would also pay capital gains tax on an asset sale. Even if it can be spread under certain conditions, that doesn't solve disposing of the company and moving your legacy into private wealth, and the tax is ultimately unavoidable. Timing can matter, which we discuss together, but it's often more advantageous not to wait.

Does the buyer only take assets in good state?

No. The buyer takes over the company with all its properties, including those with maintenance backlogs or issues to resolve. It deals with them itself afterwards, but takes them into account in the price, or in the guarantee it asks for.

Read more: How a buyer values your shares.

What happens to the tenants if I sell the company?

Legally, nothing changes for them: in a share deal their landlord remains the company, and the leases continue on the same terms. What the buyer then does with the properties (keep, renovate, resell) depends on its strategy, and can be discussed during the negotiations.

My company owns various types of properties. Can it be sold as is?

Yes. A mixed portfolio (say three residential buildings, two commercial buildings, and an apartment in a condominium), even spread across different cities, is not an issue. The market is full of buyers of all kinds, some of whom specifically target fragmented portfolios in order to split them and resell each property.

The key is to accurately target the demand (the right potential buyers for that type of portfolio) so the sale happens under the best conditions for everyone: financially for you, operationally and skill-wise for the buyer.

Read more: How a buyer values your shares.

What happens if the buyer is established outside the European Economic Area (EEA)?

Since 2026, the transfer of a holding of at least 20% to a legal entity established outside the EEA is taxed at a single rate of 16.5%, on the part of the gain above the first-million exemption.

This regime replaces the former 16.5% tax, which targeted holdings of more than 25% and included a mechanism for resales outside the EEA within twelve months. If the buyer is established outside the EEA, or a quick resale is conceivable, check the point with your tax adviser and cover it with a clause in the share purchase agreement.

Read more: Capital gains tax 2026: what changes.

What do I still guarantee after signing?

The share transfer agreement contains a liability guarantee: you warrant that the accounts are accurate and that there are no undisclosed debts, disputes or tax reassessments originating before the transfer. It does not cover the company's future, which becomes the buyer's affair.

Three parameters are negotiated: the duration (generally aligned with tax and social-security limitation periods), the cap (a percentage of the price) and the threshold below which no claim is brought (the basket). Part of the price is sometimes held in escrow, or replaced by a bank guarantee.

The best way to reduce the guarantee demanded is to present a clean file from the outset. What is identified and disclosed in advance gets negotiated in the price; what is discovered later gets negotiated in the guarantee.

Read more: Comparing buyers' offers.

How long does it take?

From first contact to signature, expect two to four months for a well-documented file.

What stretches it, in order of frequency: incomplete accounts or leases, an urban-planning situation to regularise, the release of bank guarantees, and the number of shareholders who must agree.

What shortens it: having gathered from the start the articles of association, the accounts for the last three financial years, the details of outstanding loans, the leases and the title deeds.

Read more: Due diligence: the document checklist.

Will the sale be made public?

Not the sale itself. The share transfer agreement is a private deed: no notary is involved, and it is neither registered nor published. The transfer is recorded in the share register, a book internal to the company.

Two nuances that are often missed. The change of ultimate beneficial owner must be declared in the UBO register within one month. Since the Court of Justice of the European Union judgment of 22 November 2022 and the Belgian law of 8 February 2023, in force since 17 February 2023, the general public can no longer consult it freely and must demonstrate a legitimate interest. Authorities and professionals subject to anti-money-laundering rules (banks, notaries, lawyers, accountants, estate agents) retain access.

By contrast, if you resign your directorship at the time of the transfer, that resignation is published in the annexes to the Belgian Official Gazette, as is the appointment of your successor. These are the only parts of the operation genuinely visible to everyone.

Read more: The steps of the sale.

What happens to my directorship and my personal guarantees?

You resign at the time of transfer and the general meeting grants you discharge for your management. Depending on when the sale falls, final discharge may only come at the following annual meeting: this is something to provide for in the agreement rather than discover afterwards.

Your personal guarantees (surety, mortgage on a private asset, pledge) must be released by the bank, not by the buyer. Handle this early: the bank must agree to the new shareholding, and written confirmation of your release must be in hand no later than the moment of transfer.

Until it is, you remain committed on a loan whose debtor you no longer control. This is by far the risk sellers most often underestimate.

Read more: The mistakes that cost the most.

My company also holds cash or a securities portfolio. Is that a problem?

No, and it is common. Cash and investments are part of the assets and flow into the value of the shares, in principle close to euro for euro, since they raise no valuation question.

Two reflexes. First, decide whether that cash leaves before the transfer (dividend, capital reduction, with the corresponding tax cost) or stays in the company and is paid for in the price. The calculation is case by case, and it changed with the entry into force of the tax on share capital gains in 2026.

Second, check that the portfolio does not complicate the buyer's financing: some banks value financial assets held inside a property company poorly.

Read more: How a buyer values your shares.