Buying or selling an SME with a fund in Belgium

To buy an SME with a fund, you set up a holding company that purchases the target's shares. It is financed by your own money, a bank loan, often a fund investing equity or quasi-equity, and sometimes a vendor loan. The target then repays the holding through dividends. Who buys decides the label: MBO, MBI or OBO.

How do you structure a takeover with a fund?

Five steps, always in the same order. The pattern is the same whether managers buy their own company or an outsider steps in.

1. Set up the holding. The buyer incorporates it and puts in his or her own equity.
2. Line up the financing. The holding receives the fund's investment, a bank loan and, if the seller agrees, a vendor loan.
3. Buy the shares. The holding purchases the target's shares from the seller.
4. Upstream cash. The target pays dividends to the holding every year.
5. Repay. The holding pays down its acquisition debt with those dividends.

Everything hangs on step 4. If the target cannot pay out enough, the holding cannot repay, and the buyer ends up squeezed between a bank and a fund.

I spent eight years in corporate lending at a bank in Namur. The takeover files I saw turned down hardly ever had a business problem. They had a price problem.

Which takeover structures exist?

Three structures have a name. A fourth does not need one.

• The MBO (management buy-out): managers buy the company they work for. More detail in our MBO guide.
• The MBI (management buy-in): an outside executive takes over. Same structure, higher transition risk.
• The OBO (owner buy-out): the owner sells part of his or her shares to their own holding, with a fund alongside. Cash out without walking out.
• Family succession: a son or daughter takes over, often with the same holding, and with tax rules that call for an adviser before anything is signed.

The financing looks alike from one case to the next. The negotiation does not.

Who puts how much into the holding?

The fund bridges the gap between what you can put in and what the bank is willing to lend. It also brings an outside view on valuation and due diligence, which carries weight with the seller.

Published tickets, read on each organisation's website on 15.10.2026:

To compare the funds on these criteria, the ranking of funds for SMEs lists all nine players with their ticket and instrument.

What role for Sowaccess, now WE Cession & Acquisition?

Sowaccess no longer exists under that name. Sowalfin's 2020 transmission report already flags it in a footnote: "formerly SOWACCESS". The work has since moved to Wallonie Entreprendre (WE, the Walloon Region's public financing body), within its Cession & Acquisition team.

It does not take a stake in your holding the way a fund does. It informs, matches buyers with sellers and co-finances. The 2025 WE Cession & Acquisition report, published in June 2026, gives the figures:

• 544 completed transmissions in 2025, against 519 in 2024 and 428 in 2023;
• 663 potential sellers and 513 would-be buyers met one-to-one;
• 410 acquisition projects backed: 272 subordinated loans worth €22,967,000 and 294 guarantees covering €41,086,000 of bank lending;
• 154 accredited experts at 31.12.2025, and half of the year's transmissions using a Chèque Transmission (a voucher covering part of an adviser's fees).

As a percentage, that gives a useful benchmark: 410 projects financed for 544 transmissions, roughly 75%. An average loan of €84,000 does not fund a takeover. It plugs a gap, usually in the buyer's own contribution.

WE also publishes a case with three buyers: a vendor loan equal to twice their own contribution, a seven-year bank loan, and a Wallonie Entreprendre guarantee on 50% of the bank financing.

Wallonia, Brussels, Flanders: who funds a takeover?

The answer depends on where the business operates.

In Wallonia, there are two layers: WE for the guarantee, the subordinated loan and the guidance, then a fund or a provincial invest for the large equity ticket. The Walloon invests split the territory by province.

In Brussels, finance&invest.brussels (the Brussels-Capital Region's public financing body) publishes up to €5M for SMEs, always as co-investment. I found no product dedicated to takeovers on the pages I checked: not published.

In Flanders, the VLAIO page on PMV loans explicitly lists share purchases, MBOs and MBIs. The floor is €700,000, which rules out small deals.

Company law caps the dividends that repay the debt

In an SRL (the Belgian private limited company), a distribution is only allowed if net assets stay positive and the board confirms the company can pay its debts for at least twelve months (Art. 5:142 and 5:143 of the Code of Companies and Associations). An inflated price puts the target under strain from year one.

The edge case I come across most often when reading deal files: a bank that wants a pledge over the target's assets, while the target never went through the Art. 5:152 procedure. The security becomes open to challenge, and the buyer carries the risk.

When should you bring in an adviser?

Before the letter of intent, not after. Three profiles, three jobs:

• an accountant or auditor for the valuation and the repayment capacity;
• a lawyer for the share purchase agreement, the warranty clause and the shareholders' agreement with the fund;
• a tax adviser as soon as an OBO or a family succession is involved.

In Wallonia, the Chèque Transmission covers part of the fees of the adviser who does the first assessment. The exact amount is not published on the WE page I checked on 20.10.2026.