Key takeaways
- Transferring shares in an SRL is in principle subject to the approval of at least half of the shareholders together holding three quarters of the shares, excluding the shares transferred (art. 5:63 CSA).
- This approval does not apply to a transfer between existing shareholders, nor to the transferor's spouse, legal cohabitant, or direct ascendants/descendants.
- No notarial deed is legally required for the transfer itself: a dated and signed transfer declaration, entered in the register of shares, is enough to make the transfer enforceable (art. 5:61 CSA).
- A refusal of approval deemed arbitrary can be challenged before the president of the business court, sitting as in summary proceedings (art. 5:64 CSA).
- Since 1 January 2026, the capital gain realised by an individual on a share transfer is in principle taxed at 10%, unless a significant participation or an internal transfer applies.
Transferring shares in an SRL does not follow the same rules as selling listed stock: unlike the SA, where free transferability is the principle, transferring shares in an SRL remains by default subject to the other shareholders' approval. The Code of Companies and Associations (CSA), in force since 2019, kept this filter while making it a default rule: the articles of association can relax it, tighten it, or remove it. This guide details the legal conditions of the transfer, the procedure for entry in the register of shares, the remedies available against a refusal, and the tax regime applicable since 2026.
Shareholder approval: the default rule of article 5:63 CSA
Every transfer of shares in an SRL, whether for value or free of charge, between living persons or upon death, is in principle subject to approval by at least half of the shareholders together holding at least three quarters of the issued shares, excluding the shares whose transfer is contemplated (art. 5:63 CSA). This rule protects the intuitu personae character of the SRL: the remaining shareholders keep control over who joins the company.
The point often misunderstood: this rule is not a matter of public policy. It applies by default, "unless the articles of association provide otherwise": an SRL can therefore provide for fully free transferability (as with an SA), a stricter approval requirement, or different thresholds. This is why reading the articles of association, and where relevant the shareholders agreement, is the first step before considering a transfer.
| Transfer to a shareholder, spouse/legal cohabitant or direct ascendant/descendant | Transfer to an outside third party | |
|---|---|---|
| Approval required by default (art. 5:63 CSA) | ||
| The articles of association can change the rule | ||
| Declaration to be entered in the register of shares | ||
| Remedy available in case of arbitrary refusal (art. 5:64 CSA) |
Refusal of approval: available remedies and deadlines
When approval is required and refused, the transferor or the transferee are not necessarily blocked. Article 5:64 CSA allows them to challenge a refusal deemed arbitrary before the president of the business court, sitting as in summary proceedings. The court assesses whether the refusal rests on a legitimate ground in the company's interest, or whether it reflects a simple deadlock.
If the refusal is found arbitrary, the judgment itself stands in lieu of the approval of the transfer originally proposed: it does not require the company to present another buyer, nor to repurchase the shares itself. The transferee still keeps the option to change their mind and withdraw from the deal within two months of notification of the judgment. This judicial procedure remains the exception: most refusals are resolved upstream, through negotiation between shareholders or through the exit clauses provided in a shareholders agreement.
The transfer procedure: declaration, register of shares and formalities
Unlike an amendment to the articles of association, transferring shares in an SRL requires no notarial deed to be valid between the parties. The CSA refers to the ordinary law of transfer of ownership (art. 5:61 CSA): the transfer becomes enforceable against the company and third parties through a transfer declaration, dated and signed by the transferor and the transferee (or their representatives), entered in the register of shares kept at the company's registered office. This register can be kept in electronic form.
- 1
Reviewing the articles of association and the shareholders agreement
Before any agreementIdentify whether an approval, pre-emption or exit clause applies, and value the shares.
- 2
Obtaining approval if required
Depending on the convening noticeA shareholder vote at the majority set by article 5:63 CSA, unless an exempted case or a statutory derogation applies.
- 3
Signing the transfer declaration
Day of the transferA document dated and signed by the transferor and the transferee, stating the number of shares transferred and their price.
- 4
Entry in the register of shares
ImmediateThe transfer becomes enforceable against the company and third parties as soon as it is entered in the register (art. 5:61 CSA).
- 5
Publication in the Belgian Official Gazette if shares are not fully paid up
Special caseOnly when the transferred shares are not fully paid up: filing an extract with the clerk's office to publish the transferee's identity.
Taxation of the transfer: the new capital gains regime in 2026
Since 1 January 2026, the capital gain realised by an individual when transferring their shares falls within the scope of the tax on capital gains from financial assets. The applicable regime depends on the size of the participation transferred.
Ordinary rate
participation below 20% of the capital, 10,000 euro annual exemption
Significant participation threshold
above this, a specific progressive scale applies
Five-year allowance
significant-participation regime
Internal transfer
transfer to an entity controlled by the transferor
For the detail of the three regimes, the exemptions and the declaration rules, see our guide on the tax on capital gains from financial assets in Belgium. A shareholder considering transferring all or part of their shares should quantify this tax before setting the transfer price, since it reduces the net proceeds of the operation.
Need support with a share transfer?
Monsiegesocial helps you secure the approval, the transfer declaration and the entry in your SRL's register of shares.
Points of attention: the UBO register and consistency with the shareholders agreement
A share transfer often changes the company's ownership structure, which requires updating the UBO register (ultimate beneficial owners) within one month of the change. This obligation is separate from the entry in the register of shares and comes on top of it: the two registers must remain consistent.
Finally, a transfer carried out in strict application of the CSA can still conflict with the commitments made in a shareholders agreement (pre-emption right, joint exit clause). The agreement only binds its signatories and is not enforceable against a third party who has not adhered to it, but breaching it engages the transferor's liability towards the other signatories. Checking the consistency between the articles of association and the agreement before any transfer avoids this type of conflict.
Going further
- Shareholders agreement in a Belgian SRL: the pre-emption and exit clauses to coordinate with the approval procedure
- Tax on capital gains from financial assets in Belgium: the detail of the three regimes applicable to the capital gain on a transfer
- Code of Companies and Associations: the reference text of Belgian company law, available through the SPF Economy portal
