The new legislative amendment to the “VVPRbis” regime

On January 21, the Belgian government voted a new amendment to the “VVPRbis” regime.

The regime allows small companies, incorporated as from 1 July 2013, to distribute a dividend at a preferential withholding tax rate of 20% (as from the second accounting year) or 15% (as from the third accounting year).

One of the conditions of this regime is that, on the day of the distribution of the dividend, the subscribed capital is fully paid up. Companies without minimum capital were (previously) excluded from the regime. It was assumed that the shareholder(s) had paid up the entirety of the subscribed capital. Therefore, although from a corporate law point of view, the capital of a limited liability company only had to be paid up to up the amount of 6.200 or 12.400 EUR, depending on whether there were one or two shareholders in the company; from a tax point of view, the capital had to be fully paid up, with a minimum of 18,600 euro, at the time of the payment of the dividend.

The entry into force of the CSA, had changed the deal for the SPRL (now transformed into SRL). Since 1st  May 2019, SRL are no longer required to have a minimum capital. At the same time, the provision excluding companies without minimum capital from the “VVPRbis” regime was removed.

Some SPRL – whose capital had not yet been fully paid up and which were being transformed into a SRL – therefore proceeded to a reduction of their equity capital by cancelling the payment of subscribed but not paid-up capital in order to be able to benefit from the reduced withholding tax rate on distributed dividends without having to receive additional funds from their shareholders.

Unfortunately, the legislator intervened. As a result of this new legislative amendment, the contribution initially subscribed must be fully paid up to the amount historically subscribed in order to benefit from the “VVPRbis” regime. Companies that have reduced their capital by waiving the payment of the contribution are therefore excluded from the “VVPRbis” regime.

However, a transitional regime was put in place for companies having performed a capital reduction between 1st May 2019 and 15th December 2021. These companies will be able to proceed, before 31st  December 2022, to a capital increase, which will have the effect of increasing the amount of paid-up capital up to the amount initially subscribed before the waiving of payment.

These measures will apply to dividends distributed as of January 2022.

If you have any further questions, we invite you to contact us at the following e-mail address: or to contact one of our managers directly, who will provide you with advice tailored to your situation.

A new annual tax on securities accounts as from February 26, 2021!

Following the annulment of the former tax on securities accounts by the Constitutional Court (judgment of 17 October 2019), a draft law “introducing an annual tax on securities accounts” was submitted to the Chamber early this year. The draft has since been approved at first reading in the chamber committee.

The new annual tax on securities accounts will be levied on the securities accounts themselves and not on the holder of the securities account. A securities account is defined as an account on which financial instruments can be credited and debited.

The new tax will apply to securities accounts held both in Belgium and abroad, when the account holder is a Belgian resident. The tax is not limited to individuals residing in Belgium, but also applies to companies and legal persons (subject to corporate tax) established in Belgium.

The tax is also applicable to securities accounts held by non-Belgian residents (individuals and companies or legal entities) when the securities account is held in Belgium.  However, since the new tax is a wealth tax, Belgian non-residents can avoid the application of the new tax to their Belgian securities accounts if the applicable double tax treaty grants the right to tax the wealth to their jurisdiction of residence (e.g. the Netherlands).

All financial securities and cash balances held in the securities account are covered, including derivatives (such as trackers, turbos, etc.).

The new tax is due when the average value of assets held on the securities account during the reference period exceeds EUR 1,000,000.00. The reference period starts in principle on 1 October and ends on 30 September of the following year. The reference period may be shorter if a securities account is closed or if the account holder moves from Belgium to a state with which Belgium has concluded a double tax treaty, which assigns the right to tax the assets to the state of residence.

The threshold is determined on the basis of the average value of the assets on the securities account at four reference points during the reference period (31 December, 31 March, 30 June and 30 September).

If the securities account is held by a Belgian intermediary, the latter must withhold the tax due and file the return. Belgian intermediaries must fulfil these obligations no later than 20 December (after the end of the reference period ending on 30 September).

In all other cases, it is the account holder’s responsibility to file the return and pay the tax due. If there is more than one account holder, all account holders are jointly and severally liable. Each account holder can file the tax return on behalf of all the account holders.

Do not hesitate to contact the person in charge of your file or to mail at for more information.

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