Sell your real estate company with peace of mind

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.

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.

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.

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.

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.

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.