Gepubliceerd op 24/02/2025
On February 3, 2025, the new federal government (De Wever I administration) was inaugurated.
The coalition agreement mentions that the federal government will assist the regions “if they so wish” in the fight against deals involving “real estate companies.”
Real estate or patrimonial companies are entities that manage and hold ownership of real estate assets.
The true intention behind this mention in the coalition agreement remains unclear.
Since there is a clear reference to the regional level, one could infer that this pertains to the registration tax, which is due on the “regular” sale of real estate (12% in Flanders), but not applicable in the case of a “share deal” (transfer of shares).
In the coalition agreement, it seems that share deals involving real estate companies are regarded as a form of tax avoidance or evasion.
However, there are various reasons why parties might opt for a share deal when transferring real estate.
The motivation for such a transaction is not always tax-related.
For instance, the involvement of a notary is not required, and several administrative obligations do not need to be fulfilled (such as obtaining urban planning certificates, EPC, etc.). Lastly, the ownership of the property itself does not change—only the shares of the “target company” are transferred.
Moreover, the mention in the coalition agreement is somewhat surprising: the regions already possess “tools” to combat the misuse of real estate company transfers.
This stems directly from the so-called anti-abuse provisions and the ability to declare certain legal actions unenforceable against the tax administration.
Since the “assistance” from the federal government appears to be optional, it remains to be seen what the actual impact will be.
Talo Advocaten is closely monitoring the situation.
If you need guidance and advice on transferring real estate? Feel free to contact us.
