What sellers ask most often

What is a private real estate investment trust?

(Not to be mistaken with the term REIT, "Real Estate Investment Trust", as it is known in the US.) A private real estate investment trust (from Dutch or French, literally a "patrimonial company") is a Belgian company that primarily manages and/or operates real estate assets.

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; distributing the gain as a dividend triggers withholding tax (or 10% via a liquidation reserve, followed by liquidation).

Share deal: no notary is required. Since 1 January 2026, the gain on the shares is taxable for the seller as an individual, but only on the value created after 31 December 2025 (the gain built up until that date remains exempt). If you hold at least 20% of the shares, the gain is exempt up to 1,000,000 EUR (over a rolling 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 spread over time by reinvesting the full sale price in depreciable assets (Article 47 CIR 1992), for example over 33 years when reinvested in rented residential real estate, provided the property was 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, it's important to do so efficiently, with transaction security and maximum financial return. By working with an experienced buyer, you opt for safety, understanding, and peace of mind. From analyzing thousands of companies and purchasing dozens, this means a tailored solution for you, taking into account your specific needs.

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

Bank loans, if any, are taken over by the buyer. The current account (liability) is repaid to you when the shares are taken over. The current account (asset) is either reimbursed by you before the sale, or deducted from the sale price. Personal guarantees are also released at that time.

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, register of shareholders, payment, and effective transfer of the company.

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

Everything is possible and can be done in advance, during the transfer, or afterwards, depending on your situation, the type of buyer, and what they are looking for. In some instances this is even possible without paying anything on your part, by creating a current account that is then deducted from the sale price.

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. Generally, the buyer will take care of any problems or neglect themselves.

What happens to the tenants if I sell the company?

It depends on the type of buyer and their strategy, and can be discussed during 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.

If the buyer resells the company within twelve months to a legal entity outside the European Economic Area (EEA), can the sale be taxed?

This is indeed a risk, but one easily mitigated with a clause in the share transfer agreement. This kind of low risk is one of the reasons why guidance in this type of transaction is advisable.

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. 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.

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.

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. 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. It is the only part of the operation genuinely visible to everyone.

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 signature.

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.

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.