Capital gains tax: why valuing your shares can matter even if you are not planning to sell

What exactly does the capital gains tax involve?

Since 1 January 2026, capital gains tax has applied to gains realised by individuals on financial assets as part of the normal management of their private assets.

Its scope is broad and includes, among other things:

· listed and unlisted shares;

· bonds;

· investment funds;

· certain insurance products;

· crypto-assets;

· and other financial assets.

For entrepreneurs and company shareholders, the rules on unlisted shares are particularly important. The tax generally arises when a financial capital gain is actually realised, for example when you sell shares. A mere increase in the value of your company is therefore not taxed every year.

A gift or inheritance does not in itself trigger this capital gains tax either. However, that does not mean such a transfer cannot affect the tax that may become due later if the shares are eventually sold.

Not every capital gain is taxed in the same way

The tax treatment depends, among other things, on the size and nature of your shareholding.

For a standard capital gain realised as part of the normal management of private assets, the general 10% rate applies in principle, taking the applicable exemption into account. Shareholders who individually hold at least 20% of the shares at the time of sale may fall under a separate regime for a substantial shareholding.

Under that regime, the first EUR 1 million of capital gains over a five-year period is exempt under certain conditions. Progressive rates apply to the portion above that amount. Separate rules also apply to certain specific situations, such as certain internal transfers to your own holding company (so-called internal capital gains).

The amount of tax you ultimately pay therefore depends on more than the sale price alone. Who is selling, how many shares that person holds at that time and the tax starting value of those shares also play an important role.

Why is 31 December 2025 so important?

The new capital gains tax is in principle intended to tax only the increase in value arising from 1 January 2026 onwards.

For example, suppose your shares:

· are worth EUR 500,000 on 31 December 2025;

· and are sold a few years later for EUR 700,000.

In that case, the capital gain is not in principle the full sale price of EUR 700,000. The starting point is the increase in value since the tax was introduced: EUR 200,000 in this simplified example. A tax starting value must therefore be determined for financial assets you already held before 2026.

For listed securities, this is relatively straightforward because the stock market price can be used. For shares in an unlisted company, however, there is no daily market price. That is precisely why the valuation becomes important.

How is the tax reference value of unlisted shares determined?

The law provides several ways of determining the value of unlisted shares on 31 December 2025.

Depending on the situation, account may be taken of:

· a relevant transaction between independent parties in 2025;

· a valuation formula that had already been contractually agreed;

· the standard tax formula based on equity plus four times EBITDA;

· or a separate economic valuation by an independent statutory auditor or certified accountant.

Under certain conditions, a higher, demonstrable historical acquisition value may also be relevant for sales up to and including 31 December 2030.

An economic valuation is therefore not mandatory in every situation. It can, however, be useful where the company's actual economic value differs from the value produced by the standard tax formula. The better the value on 31 December 2025 is substantiated, the more clarity you will have later about the part of a future capital gain that may actually be taxable.

What is the difference between a tax reference value and an economic valuation?

These concepts are easily confused.

The tax reference value is the value used as the starting point for your shares on 31 December 2025 for capital gains tax purposes.

An economic valuation is one way of substantiating that value. It takes a broader look at the company itself: its results, outlook, activities, risks and other factors that determine its economic value. This can be relevant where the standard formula based on equity and EBITDA does not, in your view, accurately reflect the company's true value.

Whether an additional economic valuation is useful should therefore be assessed case by case.

“I own at least 20%. Do I really need a valuation?”

This is where many entrepreneurs start to have doubts.

A person who individually holds at least 20% of the shares at the time of sale may fall under the special regime for a substantial shareholding. Under certain conditions, the first EUR 1 million of capital gains over a five-year period is exempt.

You might therefore think: “My shares fall under that more favourable regime anyway. Why should I incur the cost of having them valued today?”

But that reasoning looks only at your current shareholding. The 20% threshold is assessed per shareholder and at the time the shares are transferred. You may hold 25%, 50% or even 100% of the shares today. That does not mean that you or your successors will still hold at least 20% when a later sale takes place.

A death can completely change the tax position

Take a company with four independent shareholders, each holding 25% of the shares.

Today, each shareholder therefore has a substantial shareholding. One of them dies and their interest is divided equally between two children. Each child then receives 12.5% of the shares. The inheritance itself does not trigger capital gains tax because the children are not selling anything at that point.

Suppose, however, that they decide to sell their shares a few years later. At that time, each of them individually holds only 12.5%. They therefore no longer meet the 20% threshold and can in principle no longer benefit from the special regime for a substantial shareholding.

Their later sale will then in principle fall under the general regime, with a 10% rate, taking the applicable exemption into account. The tax position for the same shares can therefore differ significantly depending on who ultimately sells them and how the shareholding is divided at that time.

Heirs do not get a new tax starting point

There is another important factor to consider. You might assume that the value of the shares at the time of death automatically becomes the heirs' new tax acquisition value.

For capital gains tax purposes, that is generally not the case. The tax history of the shares remains relevant.

If the original shareholder already held the shares before 1 January 2026, the value on 31 December 2025 may therefore still matter years later when their heirs sell the shares. A valuation today can consequently be important not only for your own future tax position, but also for the next generation.

It is not only about death

An inheritance is a clear example, but certainly not the only scenario in which your shareholding can change.

Other examples include:

· a gift of shares to children;

· family succession;

· a new shareholder joining the company;

· a capital increase that dilutes your shareholding;

· a partial sale of your shares;

· a restructuring of the shareholding;

· or a full sale of the company at a later date.

Someone who is comfortably above the 20% threshold today may therefore fall below that threshold at a later stage.

A valuation can therefore be useful even without concrete plans to sell

A valuation should not only be viewed as preparation for a sale planned for next year.

It can also form part of broader planning for:

· a future transfer of the business;

· family succession planning;

· a gift or inheritance;

· a change in the shareholder structure;

· or a sale that is not currently on the agenda at all.

No one can know with certainty how a company and its shareholder structure will evolve over the coming years.

That is precisely why it can be useful to document the value of your company on 31 December 2025 today.

What if you do not obtain an economic valuation?

Not obtaining an economic valuation does not mean that your shares suddenly have no tax reference value.

As explained above, the law provides several valuation methods. Where no separate economic valuation is available, the specific circumstances may allow reliance on a relevant transaction, a contractual valuation formula or the standard tax method based on equity plus four times EBITDA.

The difference therefore is not between having a value and having no value, but between the different ways in which that value can be determined.

An economic valuation may be more useful where it reflects the company's value better than the standard tax method. Of course, this only makes sense where the potential tax benefit outweighs the cost of such a valuation. That is another reason why an advance assessment is important.

Do not wait until your shares are actually sold

You may have no plans to sell today. The sale may not take place for another five, ten or twenty years. That does not change the relevant historical date: for shares you already held before the introduction of capital gains tax, 31 December 2025 remains the key reference date.

If you opt for an independent economic valuation, you must also take the statutory timing into account. Such a valuation of unlisted shares must be prepared by 31 December 2027 at the latest. It is therefore advisable not to wait until a specific sale, gift or inheritance suddenly becomes imminent.

Look beyond your situation today

The introduction of capital gains tax makes the value of unlisted shares on 31 December 2025 an important tax figure. Even if you currently own at least 20% of your company and may therefore fall under the special regime for a substantial shareholding, it is sensible to look beyond the current shareholder structure.

A death, gift, dilution or other change in the shareholder structure may mean that you or your successors find yourselves in a very different tax position later on.

PIA Group's experts can help you determine which tax reference value applies to your shares, whether an economic valuation is appropriate and which steps are best taken in good time.

Would you like to know what the capital gains tax and the valuation as at 31 December 2025 mean for your shares in practice? Contact your trusted PIA adviser.