News

No tax abuse when donating movable property after a release from the marital property

In a recent judgement of the Court of Appeal at Ghent VLABEL has been found unsuccessful in its submissions twice. The Court ruled that the combined release of movable property from the marital property followed by a donation, accompanied by payment of gift taxes, does not qualify as tax abuse.

The battle of forms: how to enforce your general terms and conditions?

Most companies have a set of general terms and conditions to fall back on in their business relations. Does this mean that, for example, if there are problems with payment or delivery, everything is also regulated according to these own general terms and conditions? In commercial relationships, general terms and conditions are often sent from both sides; which conditions then apply? In this article we will provide you with a number of main points.

Constitutional Court ends years of discrimination: now also foreign inheritance tax settlement on movable property possible

Upon the death of a Belgian resident, his worldwide assets must be declared for the calculation of inheritance tax. This can lead to double taxation if part of the estate is located abroad. However, the law provides for inheritance tax paid abroad to be credited against inheritance tax due in Belgium, but only for immovable property. The lack of a similar regulation for movable property is discriminatory according to the Constitutional Court. VLABEL has recently agreed with this view.

The “preliminary agreement” and other (temporary) reforms of insolvency law: an effective vaccine in times of economic decline?

In addition to various supportive measures in the context of the corona-pandemic, companies also benefitted from legal protection against bankruptcy until 31 January 2021. With the act of 11 March 2021, the legislator changes tack by making the procedure for judicial reorganization more flexible. We summarize the most important changes for you.

Withholding tax on French dividends: tax authorities accept the opinion of the Court of Cassation (after all)

Income from foreign movable property received by a Belgian taxpayer is (usually) subject to withholding tax in the country of origin. In Belgium, this income is also taxed as movable income. This leads to double taxation.

Until we meet again: the fiscal impact of Brexit

As of 1 January 2021, the United Kingdom (hereafter: UK) leaves the customs union and single market behind . Henceforth the UK is effectively considered a third country and can no longer invoke the European freedoms and directives. In order to minimize any unwanted consequences, a trade and cooperation agreement was concluded between the EU and the UK at the last minute. In addition, the question arises as to the consequences in the areas of corporate taxation and VAT.

Chambers global practice guides – Corporate tax 2021

De Langhe Advocaten has contributed to Corporate Tax (Law and Practice) 2021, published by Chambers Global Practice Guides. The Corporate Tax Practice Guide provides expert legal commentary on key issues for businesses. Frank De Langhe, managing partner and Head of Tax and Evert Moonen, associate, co-authored the Law and Practice – Belgian chapter.  We would also […]

How far does the shareholders’ right to ask questions reach?

The Belgian Code of Companies and Associations (BCCA) provides shareholders with the right to ask questions. This right of inquiry stems from the duty a governing board has towards its shareholders. The question arises how far this shareholders’ right to ask questions extends.

The Legal 500: Tax Country Comparative Guide

De Langhe attorneys was the exclusive contributor/expert for the Belgian tax chapter within the 5th edition of The Legal 500: Tax Country Comparative Guide.  Click here to view our chapter. The guide is visible to the 2.9 million unique visitors to the Legal 500 website every year made up of Corporate Counsel, GC’s and Senior Executives. The readership use the guide […]

Assessment of one year Code of Companies and Associations

The most important changes of 2020

The Belgian Code of Companies and Associations (BCCA) entered into force on 1 May 2019 for newly incorporated companies and on 1 January 2020 for existing – and therefore all – companies. At the turn of the year, De Langhe Attorneys took stock of one year of BCCA with a brief overview of the most important changes since its entry into force.

Company reorganisation: one year accounting retroactivity also possible for tax purposes

Setting the date on which transactions or other activities take effect for accounting purposes is an important aspect of company restructuring. This is the date on which the transactions of the acquired company are allocated to the acquiring company for accounting purposes. Under certain conditions, this date may also be retroactive, i.e. before the date of the restructuring. Since the introduction of the Belgian Companies and Associations Code (hereinafter CAC), this retroactivity may even extend up to one year. In the meantime, more and more voices are also urging acceptance of such a period for tax matters.

The saga of the split registration 2.0

A previous newsletter (https://de-langhe.be/de-saga-van-de-gesplitste-inwezen/) already reported on the nullification by the Belgian Council of State of the position of the Flemish Tax Authorities (hereinafter Vlabel) with regard to split registration (also known as split purchase). At that time, there were already warnings about a legislative intervention requiring prior registration of a gift before proceeding with a split purchase (and thus eliminating the tax advantage of the split purchase). Although it has not come to that, Vlabel has published a new position on the split purchase, more than 2 years after the Belgian Council of State judgement.

Full deduction of VAT in publicity and brokerage fees is possible for property developers

In a recent decision of 1 October 2020 the Belgian Court of Justice has decided on the deduction of VAT in publicity, administrative and brokerage fees on the part of property developers in case of a split sale.

The family partnership: VLABEL defines the boundaries of control retention

In a recently published prior decision the Flemish tax authority (VLABEL) expressed its opinion on excessive retention of control in the family partnership. Articles of association should really be drawn up with caution.

Donations via foreign notary also taxed: “Cheese route” loophole closed

Until now, registration of donation deeds of movable property drawn up before foreign notaries was optional in Belgium. In the context of succession planning, a Dutch notary was therefore often called upon to organise a donation (the “cheese route”). In this case, no registration fees are due. However, a draft bill of law was recently submitted in which this registration will be mandatory in Belgium, with all the associated tax consequences.

Belgian Supreme Court (“Hof Van Cassatie”) 25 June 2020: A (new) legal update in non-compete clauses

A frequently asked and recurring question in the business world: are a seller of shares, a director, a former director and a shareholder of a company bound by a non-compete obligation?

Preferential regime for transfer / inheritance of family businesses: positive news for real estate participations

Family businesses and shares of family businesses can be transferred or inherited at an advantageous rate in the registration and inheritance tax. In the Flemish Region this rate is 0% for gifts, and 3% or 7% for inheritances. One of the conditions applicable to companies regards the exercise of a genuine economic activity. Even though the Flemish tax authority (VLABEL) interprets them strictly, a recent decision somehow nuances this in the interest of companies with important real estate participations.

Key practical aspects of the new property law

On 30 January 2020, the bill on the new Book 3 “Property” of the Belgian Civil Code was approved. It involves profound changes, the most striking of which relate to the real estate sector. In this article we set out the practical implications of the most important of these changes. The bill also contains new provisions concerning movable property, intellectual property rights, animals, etc., which will not be discussed in this article.

The new Belgian Code of Companies and Associations: 7 practical novelties

As from 1 January 2020, the mandatory provisions and also – to the extent that nothing is stipulated in the articles of association of the concerned company – the default rules of the new Belgian Code of Companies and Associations (hereinafter “BCC”) are fully applicable to all companies. This means that, as from 1 January 2020, you, as an entrepreneur, have to take into account a number of additional rules. In the present article, we clarify 7 practical novelties in the BCC for you.

Chambers global practice guide – Corporate tax 2020

Global law firm De Langhe Advocaten has contributed to Corporate Tax (Law and Practice) 2020, published by Chambers Global Practice Guides. The Corporate Tax Practice Guide provides expert legal commentary on key issues for businesses. Frank De Langhe, managing partner and Head of Tax;  Evert Moonen and Justine Bouckaert, associates, co-authored the Law and Practice – […]

Director’s liability: Cap possible?

The new Belgian Code of Companies and Associations (BCCA) entered into force on 1 May 2019. An important reform is the introduction of the liability limitation. Are you fully protected as a director? A brief explanation.

New Flemish government: Tax measures

The new Flemish government announced in its coalition agreement that the Flemish tax system will be thoroughly reformed. We explain the most striking reforms: those with regard to inheritance taxes and housing taxation.

Tax consolidation in Belgium – Something for you?

With the corporate tax reform (through the Act of 25 December 2017, and later amended by the repair legislation of 30 July 2018), the possibility of tax consolidation was also introduced in Belgium. From assessment year 2020 (linked to a taxable period starting no earlier than 1 January 2019), companies may apply the group contribution scheme (Articles 205/5, 185, §4, 194 septies and 198, §1, 15° Belgian Income Tax Code). In this Article we will limit ourselves to the main points of the aforementioned legislation.

Further “extension” with respect to the registration formalities in the UBO-register

The Belgian Federal Public Service Finance has decided not to impose any fines, until 31 December 2019, to the governing corporate body for the lack of, faulty or incomplete registration in the UBO-register before the deadline of 30 September 2019.

De Langhe Attorneys assists the Swedish company Duroc AB with the acquisition of the Cotting Group.

More info is available at: https://www.duroc.com/wp-content/uploads/2019/07/PRESS-INFO-DUROC-Cotting.pdf https://www.cotting-group.com/en/duroc-ab-buys-the-cotting-group/

Reform of the Belgian Civil Code

On 14 May 2019 the Act was published that introduced the framework of a new Belgian Civil Code.

Retroactive abolition of the minimum remuneration requirement

In our newsletter of 24 October 2018 we informed you of the latest state of affairs regarding the minimum remuneration requirement introduced by the Belgian law of 25 December 2017 and amended by the remedial legislation of 30 July 2018.

VAT on real estate leasing: What about the refund of historical VAT?

In previous editions of this magazine we presented an overview of the changes envisaged by the legislator with regard to the optional VAT on real estate leasing. This legislation has been in force since 1 January 2019 and this option can now be implemented. However, the tax authorities were quick to express their own vision regarding the VAT deduction and refund of historical VAT under this legislation.

The New Belgian Code on Companies and Associations finally approved

It was all hanging in the balance until the very end, but on 28 February 2019 the new Code on Companies and Associations (abbreviated in Dutch as “WVV”) was finally approved by the Belgian Chamber of Representatives. The new code means a thorough reform, simplification and modernisation of the existing company law.

De Langhe Attorneys assists Johan Castelein of the group Cadus with the legal and strategic aspects of the takeover of Roche4Meat.

Roche4Meat is leader in the sector of the slaughter and distribution of beef. 

De Langhe Attorneys assists Steven Brouckaert with the entry of Baltisse into the capital of Partners in Accountancy.

The collaboration with the Belgian investment fund Baltisse provides Partners in Accountancy with the possibility to continue its growth in the accountancy sector.

The General Court of the European Union rules that Belgian Excess Profit Ruling Scheme is not prohibited state aid

On 14 February 2019, the Court of Justice of the European Union took a decision on the Belgian scheme of Excess Profit Rulings Scheme (see: http://curia.europa.eu/juris/liste.jsf?num=T-131/16). The court annulled the decision of the European Commission that the scheme was considered prohibited state aid (Decision 2016/1699 of 11 January 2016).

Guarantees and sureties… small print, big consequences

Despite the fact that interest rates have plummeted in recent years, it is still not easy to obtain financing for your business. In the event that your company cannot provide any mortgage or pledge in the form of real estate or substantial claims, it is possible that the bank will ask you, as shareholder/business manager, to provide a surety for the obligations of your company.

Renovation of the Belgian property co-ownership law

On 1 January 2019, a certain number of new rules regarding the Belgian legislation on apartment co-ownership came into force. The so-called Apartment Act has been modified for the 4th time since its introduction in 1924. The most recent revision mainly focuses on relaxing the existing regulations so that renovations can be carried out more efficiently and in order to resolve disagreements between the co-owners. An overview of the “foundations” for the new legislation

Did you know you opted for the Vienna Sales Convention? The rules of the game when selling abroad.

In the case of B2B sales abroad, the terms of your contract or your general terms and conditions can result in very different legal rules.

Tax reduction for capital increases in growth companies will soon be curbed

The Summer Agreement was intended among others to stimulate investments in growth companies. The government aimed to inject an extra boost into our economy by giving private individuals a tax benefit when they increase the capital of a growth company. The ink was not yet dry on the relevant legislative initiative and a number of important changes were already foreseen to prevent abuses.

The right-hand man of Belgian entrepreneurs

By combining the best of a local law firm with the strengths of a top-tier company, De Langhe Attorneys is a trustworthy partner for many businesses presently in the Flemish market, or planning to enter. From their new office in Brussels, they work across the Belgian borders, specialising in international tax law.

The right-hand man of entrepreneurs

Legal, tax and financial. The extensive team of specialists at De Langhe Attorneys guarantees a comprehensive approach to complex cases. “Our interwoven expertise definitely offers added value in the acquisition and disposal of companies,” says Sara Burm, head of the Corporate and M&A department.

Persistence wins: draft VAT law on immovable property rental published

A year ago, we reported on the government’s intention to introduce a legal framework for VAT-taxed property rental. Now the final draft law has finally been published (http://www.dekamer.be/FLWB/PDF/54/3254/54K3254001.pdf). With a planned entry into force on January 1, 2019, it is worthwhile to provide the outlines now so that you can take this into account when planning your future projects.

Repair legislation clarifies minimum remuneration requirement for managers

The corporate income tax reform law of 25 December 2017 brought about many tax adjustments. One of the measures, the introduction/adjustment of the minimum remuneration requirement of EUR 45 000, created a number of uncertainties. With the Act of 30 July 2018, the legislator is now creating more clarity.

Anonymity will disappear: as from 30 November 2018, your shareholdership will have to be registered in the UBO register.

Following the abolition of bearer shares in 2005, the anonymity of shareholders is increasingly disappearing. The time that the (family) shareholder keeps the share register in a safe and frenetically clings to the confidentiality is disappearing.

De Langhe Attorneys assists Obton with the acquisition of Greenfrun

After the takeover and subsequent refinancing of Fieva in 2016, Obton – a prominent Danish investment fund in renewable energy- has strengthened her position on the Belgian renewable energy market once more by acquiring the shares of Greenfrun.

Outbound Acquisitions: Tax Planning for European Expansion in a Changing Landscape (2018)

Lead by Werner Heyvaert, the tax team of De Langhe Attorneys has completely updated the Belgian chapter of the digital book “Outbound Acquisitions: Tax Planning for European Expansion in a Changing Landscape” (2018 edition – published by the prestigious Practising Law Institute in New York – see https://www.pli.edu).

De Langhe Attorneys assists Intermat with the acquisition of ABM

Once again, Intermat achieves to grow through acquisition. By taking over 100% of the shares of NV Alle Bouw Machines, Intermat realises a complementary growth of its activities in sale and renting of building equipment. Both geographically (Intermat is currently positioned in 5 different locations) and product wise.

De Langhe Attorneys assists Vybros Invest with the acquisition of Raes Constructies

After the successful takeover of Berle earlier this year, Vybros expands – through Raes Constructies – her activities as technical service provider and in the area of metal construction works. At the same time, founder and strong entrepreneur André Raes commits to stay involved in the further development of the company.

Dividend withholding tax: The Netherlands abolishes and France reduces for non-resident individuals. What is the impact for Belgian shareholders?

The Netherlands abolishes dividend withholding tax and France reduces its dividend withholding tax for non-resident individuals. What is the impact for Belgian shareholders?

De Langhe Attorneys assists Vybros with its participation in Troost Mechanical Services.

Together with the current management directed by Walter Kestens (Tienen Invest Maatschappij), who also enter into the share capital of BV Troost Mechanical Services, Vybros engages itself to set a new course for the Dutch company. Vybros considers this investment as complementary to its current activities relating to technical services and metal processing.

The new interest deduction restriction

The interest that a company pays on loans is in principle deductible as a professional expense, provided that a number of thresholds are met.  One of these thresholds is the so-called “thin capitalisation regulation”, which limits the deduction of interest for companies that are over-indebted in relation to their equity (undercapitalisation).

Does the UBO register mean the end of your fiscal anonymity as a shareholder?

The Ultimate Beneficial Owners (“UBO”) register was established by the Act of 18 September 2017 on the prevention of money laundering and the financing of terrorism, and implemented the fourth European Anti-Money Laundering Directive. The general principles were further elaborated by royal decree. The text is ready, only the publication is delayed.

De Langhe Attorneys assists the family Carrette with the transfer of Westlease

After an era that almost spans half a century, the family Carrette has decided to hand over Westlease, the Belgian leasing company for small and medium sized companies, to Van Mossel Automotive Group, a prominent Dutch player on the leasing market with transnational ambitions. The collaboration between both companies shall undoubtedly strengthen their position on the Belgian market.