Reference
Glossary: the terms of a real estate company sale
The terms that come up in every sale of a real estate company, defined in a few lines, with a link to the page that explains them in depth.
Adjusted net asset value
The reference method for valuing the shares of a real estate company: the market value of the buildings and other assets, less debts and current accounts owed to the shareholder, then less the share of the latent tax taken into account and the buyer's margin.
Read more: How a buyer values your shares.
Approval clause
Rule, statutory or in the articles of association, that makes a transfer of shares to a third party subject to the other shareholders' consent. In an SRL, the default regime requires the approval of at least half of the shareholders holding three quarters of the shares, not counting those being transferred.
Read more: Selling with several shareholders.
Asset deal
Sale of the buildings by the company itself, which is then liquidated. It triggers registration duties payable by the buyer, corporate tax on the gain, then withholding tax when the proceeds are paid out.
Read more: Frequently asked questions.
Basket
Threshold below which no claim can be brought under the liability guarantee.
Read more: Comparing buyers' offers.
Buyer's margin
What the buyer wants to get out of the operation for its risk, its financing and its time. It weighs most when it intends to resell the properties.
Read more: How a buyer values your shares.
Completion accounts
Price mechanism that adjusts the final amount based on accounts drawn up at the transfer date, upwards as well as downwards.
Read more: Comparing buyers' offers.
Condition precedent
Condition that must be met before the transfer of the shares takes effect, such as the bank's consent. The more numerous or broad they are, the more room the buyer keeps to withdraw.
Read more: Comparing buyers' offers.
Confidentiality agreement (NDA)
Contract by which a prospective buyer undertakes not to disclose the information received about the company. It is generally signed before the first documents are shared.
Read more: The steps of the sale.
Due diligence
Period during which the buyer checks the company it is taking over: accounts, tax, financing, buildings, leases and disputes.
Read more: Due diligence: the document checklist.
Exclusivity
Period during which the seller undertakes to negotiate with a single buyer only, generally set out in the letter of intent.
Read more: Comparing buyers' offers.
Flat formula (equity + 4 × EBITDA)
Statutory rule setting, failing a transaction or a put option, the tax value at 31 December 2025 of unlisted shares. For a real estate company it often gives a value well below reality; a valuation by a company auditor or a certified independent accountant can replace it, no later than 31 December 2027.
Read more: Capital gains tax 2026: what changes.
Internal capital gain
Gain realised by transferring shares to a company the seller controls, alone or with their spouse or relatives up to the second degree. It is taxed at 33%, with no exemption.
Read more: Capital gains tax 2026: what changes.
Latent tax
Corporate tax that would be due if the company sold its buildings, on the gap between their market value and their book value. In a share deal, the buyer inherits it and takes it into account in the price, in full or in part.
Read more: How a buyer values your shares.
Letter of intent (LOI)
Document signed by buyer and seller once an offer is accepted, setting the price or how it is calculated, the main terms, the timetable and often an exclusivity period.
Read more: The steps of the sale.
Liability guarantee
Undertaking by which the seller guarantees that the accounts are accurate and that there are no undisclosed debts, disputes or tax adjustments originating before the transfer. Its duration, cap and basket are negotiated.
Read more: Frequently asked questions.
Liquidation bonus
Amount distributed to shareholders on the liquidation of a company, above the paid-up capital. It bears 30% withholding tax, except for the part coming from a liquidation reserve.
Read more: Frequently asked questions.
Liquidation reserve
Reserve that a small company can set aside from its profit, subject to a separate 10% levy. Distributed on liquidation, it bears no further withholding tax.
Read more: Frequently asked questions.
Locked box
Price mechanism setting a final amount based on accounts drawn up at a date before the transfer, with no later adjustment.
Read more: Comparing buyers' offers.
Novation by change of debtor
Contract by which the creditor agrees to release the original debtor and substitute a new one, which extinguishes the original obligation and creates a new one. In a transfer, it allows an amount the seller owes the company to be deducted from the price, with the buyer taking over that debt.
Read more: How a buyer values your shares.
Pre-emption right
Clause in the articles of association obliging a selling shareholder to offer their shares to the other shareholders first.
Read more: Selling with several shareholders.
Real estate company (société patrimoniale)
Belgian company that primarily manages or operates real estate assets. It is not a legal form: most are SRLs. Not to be confused with a SIR, a regulated real estate company.
Read more: Frequently asked questions.
Registration duties
Regional tax due on the purchase of a building: at the standard rate, 12% in Flanders and 12.5% in Brussels and Wallonia. They are not due in a share deal, since the buildings do not change owner.
Read more: Frequently asked questions.
Spread taxation (Article 47 CIR 1992)
Regime allowing the tax on a gain realised by the company to be spread over time, if the full price is reinvested in depreciable assets within three years (five for a building), the asset sold having been held for more than five years.
Read more: Frequently asked questions.
Substantial participation
Holding of at least 20% in a company, assessed per shareholder at the moment of transfer. Since 2026, the gain on such a holding is exempt up to 1,000,000 EUR per five-year period, then taxed on a progressive scale starting at 1.25%.
Read more: Capital gains tax 2026: what changes.
Tax value at 31 December 2025
Tax acquisition value of shares since the capital gains tax came into force: in principle, only the gain built up after that date is taxed. For unlisted shares, it follows precise statutory rules.
Read more: Capital gains tax 2026: what changes.
UBO register
Register of the ultimate beneficial owners of Belgian companies. A change of shareholder must be declared in it within one month; since 2023, the general public must show a legitimate interest to consult it.
Read more: The steps of the sale.
Withdrawal and exclusion
Court procedures under the Code of Companies and Associations for ending a conflict between shareholders, for just cause: a shareholder asks to be bought out (withdrawal), or shareholders ask that another transfer their shares to them (exclusion).
Read more: Selling with several shareholders.
This glossary sets out general definitions, as at 22 September 2026. It is not personalised legal, tax or financial advice. The valuation of your company should first be established with your certified accountant (comptable-fiscaliste or expert-comptable certifié); I step in from there.