Restructuring your family enterprise within 3 years after a gift or inheritance
A recent preliminary decision (October 2022) of the Flemish tax authorities was rendered on the question whether a full demerger of a family enterprise would impact the qualification of a family enterprise for gift tax purposes. The facts: an active family enterprise (holding) was donated by the parents /donors – with certain control mechanisms –
Selling your company with excess cash to a third party: be aware of possible taxation in the hands as a private shareholder/individual
When Belgian private individuals envisage selling shares in a cash-rich company, a buyer should review whether this cash would not give rise to potential tax issues for him. On 6 September 2022, the Court of Appeal of Antwerp confirmed the reclassification of capital gains on shares into taxable dividend income, based on the general anti-abuse
Limitation of excess DRD after merger is in line with Parent-Subsidiary Directive
On 20 October 2022, the European Court of Justice (ECJ) rendered its judgment in the “Allianz Benelux” case relating to the limitation of excess dividends-received deduction (DRD) of Belgian companies that are involved in a tax-neutral merger. A dividend received by a Belgian company is in principle taxable income. But if certain conditions are met
Screening of foreign direct investments: enhanced government control over the M&A landscape
With the introduction of the new screening mechanism for foreign direct investments the government is enhancing its control over the M&A landscape. Ive Serneels and Stijn Vanbaelen of PwC Legal give a short overview of the scope, procedure and importance for the M&A practice. You can find a link to the full PwC Legal article
The Luxembourg Reserved Alternative Investment Fund (RAIF) – Updated
Luxembourg RAIFs are increasingly used in order to provide debt funding for acquisitions. Until recently it was uncertain how interest paid by a Belgian company to a RAIF is to be treated from a Belgian withholding tax perspective. Two recent decisions of the Belgian Supreme Court provide more clarity. The RAIF Regime In 2016, Luxembourg
Key real estate issues in the due diligence process of M&A transactions raised by the New Property Law
Following the New Property Law of 4 February 2020 (which entered into force on 1st September 2021), important changes were introduced regarding amongst others long term lease rights and building rights. These changes can also have an impact on M&A transactions, for certain topics more flexibility is created whereas for other topics the New Property Law is more strict. Learn more
W&I insurance in M&A transactions
In recent years we have seen an increase in W&I insurance and it is expected that this trend will continue. This does not come as a surprise as W&I insurance can help establishing deal certainty and peace of mind post-closing. We frequently receive questions on what W&I insurance is and how it works in practice.
Mergers and (partial) demergers in case of negative net equity
Mergers and (partial) demergers in case of negative net equity Although nothing in Belgian company law or tax legislation explicitly indicates that companies with a negative net equity are not allowed to participate in a merger (or demerger or partial demerger), legal doctrine is divided as to whether such a transaction is possible if
