Capital gains tax: a correct valuation on 31 December 2025 is crucial

How is the valuation carried out?

For the valuation of the shares on 31 December 2025, the highest value resulting from one of the methods below is taken into account:

• The value used for a transfer for consideration between independent parties, or in connection with a capital increase or incorporation of a company between 1 January and 31 December 2025.
• The value resulting from a valuation formula included in a contract or in a contractual call option to sell that was in force on 1 January 2026.
• An amount equal to the equity increased by four times EBITDA of the last financial year closed before 1 January 2026. This is referred to as the “lump-sum valuation”.

When is the lump-sum valuation less appropriate?

This lump-sum valuation is a purely tax-driven formula, with little business-economic basis. In many cases, the lump-sum valuation will lead to a value that is too low.

This may, for example, be the case for:

• A holding or asset company where the book equity is lower than the actual value;
• Sectors in which higher EBITDA multiples are customary.

Valuation by a statutory auditor

The law therefore also provides for the possibility of having the reference value determined by an independent statutory auditor, provided that this person does not act as the company’s auditor.

That valuation must be carried out no later than 31 December 2027. Although there is still sufficient time, we recommend not postponing this exercise until just before the deadline.

How can PKF BOFIDI Audit support you?

PKF BOFIDI Audit assists you in determining an appropriate valuation method for your company, taking into account:

• the activities;
• the size and maturity of the business;
• the specific context and objectives.

Whether it concerns an asset company, a family holding company or a manufacturing business, our experts have the necessary experience to prepare an independent valuation report.

The tax authorities always retain the right to review a valuation report in exceptional cases, for example where there are indications that the valuation may not reflect market conditions.

Do you have questions about the impact of the new capital gains tax or about the valuation of your company? Feel free to contact our experts: frank.bloemen@pkfbofidi.com and lucas.gerardis@pkfbofidi.com