Buying back a fund's shares in your Belgian SME

Yes, you can buy back the fund's shares, and there are three ways to pay: with your own money, through a holding company that borrows, or by having the company buy its own shares. All three end with the same cap table. They do not cost anywhere near the same, and the price itself is often decided seven years earlier, when the shareholders' agreement is signed.

I use one case throughout. A Walloon SME raises €600,000 from a fund that takes 30% of the capital. Seven years later the company's equity is worth €5m, the fund's stake is worth €1.5m, and the owner wants to be the sole shareholder again.

Can I buy back the fund's shares whenever I want?

No, unless the agreement gives you that right. A shareholder does not sell just because another one wants to buy.

The clause that gives you this right is a call option: the fund agrees to sell you its shares, during a set window, at a written price or formula. Without a call, you wait until the fund wants out, and you are then one buyer among others, with a pre-emption right if the agreement provides one.

The reverse exists too. With a put option, the fund can force you to buy. The two clauses are read together, alongside the tag-along and drag-along covered in the page on exit clauses.

Three ways to pay the same €1.5m

The table compares the three structures on the same case. The amounts are my own calculations; the 5% borrowing rate is an assumption, not a bank offer.

The third column looks free. It is not: the SME has €1.5m less in the bank the next morning, and the bank will point that out at your next credit request.

Personally: €3m distributed for €1.5m of shares

This is the simplest route legally and the most expensive in practice. If you do not have €1.5m put aside, the money has to come out of the company. At the standard 30% withholding tax on dividends, you need €2.14m of gross dividends in your name to keep €1.5m net. And while the fund is still a shareholder, it gets 30% of every dividend: the SME has to distribute about €3.06m in total.

Put plainly, you pay the fund once with its own dividends, then a second time with the purchase price. A reduced rate can apply to some shares (the VVPR-bis regime), subject to conditions your accountant will check.

What does a buyback holding change?

It swaps tax for a loan repayment. You set up a company that borrows €1.5m and buys the fund's shares. Over 7 years at 5%, the annual repayment is €259,230, or €1.81m in total including interest. Each year the SME pays dividends to the holding which, for a stake of at least 10% held for at least a year, are in principle deducted from its taxable base (the Belgian participation exemption, "revenus définitivement taxés").

The sticking point, which I saw on credit files: the holding only receives 30% of the SME's dividends, because it only holds the shares it bought. To pass up €259,230 a year, the SME has to distribute €864,100, 70% of which lands with you personally and is taxed. The usual fix is to contribute your own shares to the holding as well. That is a contribution in kind, with an auditor's report, and the tax authorities watch this structure closely. The full set-up is described in the page on the owner buy-out.

Can the company buy back its own shares?

Yes, and it is often the cheapest route for the owner. The Belgian Code of Companies and Associations (CSA) allows it in an SRL (art. 5:145) and in an SA (art. 7:215), on precise conditions:

• a prior general meeting decision, with a three-quarters majority in an SRL;
• a distributable amount: net asset test, plus liquidity test in an SRL;
• fully paid-up shares;
• an offer made to all shareholders on the same terms, unless every shareholder, present or represented, agrees otherwise;
• a non-distributable reserve equal to the price paid, for as long as the shares are not cancelled.

The text is on ejustice. The 20% ceiling on own shares disappeared from company law in 2019, but it survives in the Income Tax Code: above it, shares are treated for tax purposes as cancelled at once, as Baker Tilly Belgium points out. With a 30% stake, that threshold applies to you.

Cancellation changes the tax picture. If the shares are cancelled in the financial year of the buyback, the "buyback premium" is treated as a dividend for the part of the price above the capital they represent. If they are not cancelled, they have fallen under the capital gains regime since 1 January 2026, according to Axel Haelterman's analysis published by the OECCBB. The seller here is a fund, not an individual: its treatment depends on its legal form. I would not go ahead without an advance tax ruling on a deal of this size.

At what price does the fund sell?

At the price written in the agreement, if there is one. Otherwise, at whatever price you manage to negotiate on the day it wants out.

Three formulas come up in the agreements I have read: a value set by an expert appointed at exit, an EBITDA multiple agreed at entry, and a return floor for the fund. The floor is the one that surprises. On €600,000 at 12% a year, it reaches €1.33m after 7 years. If the company is only worth €3.5m, the fund's stake is worth €1.05m, and you still pay €1.33m, 26% above value.

At 10% a year, the floor drops to €1.17m. Two points of return, €160,000 of difference. It is one line in the term sheet, and it is negotiated before the valuation, not after.

Your shareholder, region by region

The buyback rules are federal: company law and tax are the same in Namur, Brussels and Ghent. From one region to the next, the fund across the table is what changes, above all its time horizon. Published terms as surveyed on 15.10.2026:

• ORSA (Wallonia): equity, quasi-equity or Smart Bond, from €500,000 to €2.5m, an evergreen fund with no imposed exit horizon;
• Invest.BW (Walloon Brabant): equity stake, subordinated or mezzanine loan, convertible, up to €2.5m, published horizon of 5 to 10 years;
• Theodorus (seed fund linked to ULB, Belgium): seed and early-stage equity, from €250,000 to €2.5m, closed-end funds of 12 to 14 years, except Theodorus I, which is evergreen.

A closed-end fund near the end of its life has to sell, which works in your favour on price if you have lined up the financing. An evergreen fund is in no hurry. None of the three publishes its terms for a buyback by the owner: not published. In Flanders, PMV is not part of my survey. To compare the nine Walloon and Brussels players, see the ranking of SME funds.

Five lines to write in when the fund comes in

The buyback is prepared at signing, not at exit. Before signing, I would have these written in:

• a call option in your favour, with a dated exercise window;
• a price formula your accountant can compute, with a capped return floor;
• the option to pay in instalments, over 12 to 24 months;
• the fund's consent, given now, to a future buyback of own shares by the company;
• no put option, or a put limited to cases of serious misconduct.

An agreement with these five lines leaves you free to choose how to finance the buyback when the time comes. Have it reviewed by your lawyer and your accountant before closing, and if you are still choosing the fund, the comparison tool sets their terms side by side.