FURTHER EXPLANATION · 2 MIN READ
What was assessed in advance?
In prior decision 26015, the Flemish Tax Administration assessed a planned contribution of shares of a family company into a maatschap. No new maatschap shares would be issued upon this contribution. Since the children already held participations, they would thereby share in the added value brought in by the parent.
The administration qualified the transaction within the presented facts as an indirect gift to the children. The decision was published on 13 July 2026 and is case-specific. It therefore does not prove that every contribution without new participations automatically constitutes a gift. The existing ownership ratios, valuation and agreements must always be examined separately.
Documentation makes the intention visible
When value shifts without a traditional notarial gift deed, the chain of evidence must be particularly clear. In the file, a pacte adjoint would confirm the gift, acceptance and the conditions. Such documentation can include agreements about management, alienation or family protection, but it must legally correspond to the maatschap agreement and the executed transaction.
The valuation at the time of contribution also counts. Without substantiated value, it is unclear which benefit shifts to the other partners. Additionally, look at voting rights, profit rights, exit, death and the fate of assets when the maatschap ends. Economic and legal relationships must correspond with each other.
Registering or weighing the risk
For example, a parent may contribute shares with significant value into a maatschap where the children already own the majority of the participations. Without new participations, the value of their position increases. This can be a deliberate gift, but the technique chosen must not obscure the consequences.
For an unregistered movable gift, a five-year risk period may apply in Flanders. If the donor dies within that period, inheritance tax may be due. Registration can entail gift tax but removes that death risk for the registered gift. First have the statutes, participations, shareholder information, valuation and family agreements analysed together. Also check whether the bank, accountant and company register correctly process the same transaction. Notariaat Wellens can coordinate the steps and clarify which components must be set down notarially, in corporate law and fiscally. Would you like to prepare a maatschap or contribution? Then seek advice before value is transferred.