The 31 December 2025 snapshot
Since 1 January 2026 there is a capital gains tax on shares. What your shares were worth on 31 December 2025 stays out of scope; everything added after that does not. Without a valuation report, the tax authority falls back on a statutory formula: equity plus four times EBITDA.
The statutory formula puts you € 200.000 above the market, because your equity is large relative to your EBITDA. The fallback formula works in your favour, and your own valuation could give you a worse starting point.
| Step | Year | Share | Price | Discount | Per person |
|---|---|---|---|---|---|
| Step 1 | 0 | 10,0 % | € 150.000 | € 50.000 | € 37.500 |
| Step 2 | 3 | 10,0 % | € 173.644 | € 57.881 | € 43.411 |
| Step 3 | 5 | 10,0 % | € 191.442 | € 63.814 | € 47.861 |
What you keep
Your percentage falls while the value of what you keep can rise. Look only at the percentage and you see a loss where there is growth.
Your share The team
This is where most plans die. The question is not whether the team wants to, but whether the net dividend on what they buy carries the loan.
The dividend does not carry the loan. Another € 35.564 a year has to come from salary or savings. That is € 8.891 per person.
| Total price | Price | Rate | Annual payment |
|---|---|---|---|
| Vendor loan | € 309.052 | 3,00 % | € 49.605 |
| Bank loan | € 154.526 | 5,50 % | € 27.191 |
| Winwin loan | € 51.509 | 4,50 % | € 8.741 |
A PMV guarantee can cover up to € 115.894 of the bank loan. It does not lower the rate; it makes the loan possible.
What it costs you Substantial holding
| Step | Proceeds | Reference value | Capital gain | Exempt | Tax |
|---|---|---|---|---|---|
| Step 1 · Year 0 | € 150.000 | € 220.000 | € 0 | € 0 | € 0 |
| Step 2 · Year 3 | € 173.644 | € 220.000 | € 0 | € 0 | € 0 |
| Step 3 · Year 5 | € 191.442 | € 220.000 | € 0 | € 0 | € 0 |
| Total | € 515.086 | - | € 0 | € 0 | € 0 |
Spreading versus selling at once
Spreading gains you nothing here: the capital gain stays below the exemption.
The one-million exemption applies once every five years. In this plan it fits 2 times.
What it costs your team taxed on purchase
If your team buys at a discount, the gap to full value is in principle a benefit in kind, taxed progressively. Whether the tax authority accepts your minority discount is arguable, not certain.
Three scenarios
The same plan at three growth rates. The gap between the columns is what rides on your plan, and it is more than most people expect.
| It goes badly0,0 % | As expected5,0 % | It goes well10,0 % | |
|---|---|---|---|
| You, net from the sale | € 450.000 | € 515.086 | € 591.227 |
| You, value of what you keep | € 1.400.000 | € 1.786.794 | € 2.254.714 |
| You, in total | € 1.850.000 | € 2.301.880 | € 2.845.941 |
| Your team, value | € 600.000 | € 765.769 | € 966.306 |
| Your team, what it cost | € 530.625 | € 607.372 | € 697.155 |
| Coverage | 0,50 | 0,58 | 0,67 |
What this rests on
This calculation sheet has not yet been reviewed by a tax adviser. 9 values are marked "to be confirmed" and 1 "announced but not yet in force". Use the outcome to start the conversation, not to sign.
Legislation as at 2026-08-11.
This simulator applies Belgian law to a Belgian company. The Netherlands has a different system; that is not a translation but a different model, and it is deliberately not included.
We keep your calculation, so we can have the conversation with the figures in front of us instead of starting over. If you would rather we did not, say so and we will remove it.
This is a calculator, not tax or legal advice. IKAg guides transfers and does not sell tax planning; for the structure of your plan you need your accountant and a tax adviser.
What now?
If it adds up to a plan your team can carry, the next step is the structure and the shareholders' agreement. If it does not, you know that now instead of in two years. We guide both roads.