Owner buy-out (OBO): cash out without selling your firm

An owner buy-out (OBO) is a deal in which the owner-manager sells part of his or her shares to a holding company he or she still owns, alongside a fund. The owner cashes in part of the value built up, diversifies and stays in charge. Since 2026, the price of the deal can no longer be read without its tax bill.

What is an OBO, in one sentence?

A sale to yourself, funded by others. The owner sets up or uses a holding, contributes part of his or her shares to it, brings a fund into the holding's capital, and the holding buys another part of the owner's shares with the fund's money and, often, a bank's.

At the end, there is cash in the owner's personal account and the owner remains the controlling shareholder, through the holding. The fund holds a minority of the holding and waits for its exit.

The five steps:

1. Holding: the owner sets one up or uses an existing holding.
2. Contribution: he or she contributes part of the shares to it.
3. Financing: a fund invests in the holding's capital, a bank may lend to it.
4. Purchase: the holding buys another part of the shares from the owner.
5. Result: the owner receives a price and keeps control through the holding.

The thesis: an OBO is now a tax decision before it is a financial one

For a long time, the OBO was sold as a simple wealth-planning tool. The owner received a price, a private individual's gain on shares was in principle untaxed, and the tax authorities only stepped in if the deal went beyond the normal management of private assets.

That is over. The law introducing a tax on capital gains on financial assets, passed by Parliament on 3 April 2026 and published in the Moniteur belge (the Belgian official gazette) on 21 April 2026, applies from 1 January 2026. It includes a priority regime for "internal" gains: when you sell shares to a company you control, directly or indirectly, alone or with your spouse, descendants, ascendants and relatives up to the second degree, the gain is taxed at 33%. With no annual exemption. RSM Belgium's analysis sets out the mechanics.

A classic OBO, where the owner keeps a majority of the holding, ticks exactly those boxes.

Compare it with the two other regimes in the same law:

As a percentage, the gap is stark. On the same €300,000 gain, an owner who sells to an independent buyer pays nothing if he stays below the €1M threshold; if he sells to a holding he controls with his daughter, he pays €99,000. The example comes from an article by Thierry Litannie published on the blog of the Belgian institute of chartered accountants (OECCBB): a €2,000,000 price, a reference value of €1,700,000 at 31.12.2025.

The serious objection: only the gain after 2025 is taxed

The objection holds, and it changes the maths. The law does not tax all the value built up since the company was founded. For shares held before 1 January 2026, the reference value is the value at 31 December 2025. Only what exceeds that value is taxable.

For an unlisted company, RSM explains that the reference value can be the highest of several values, including an arm's-length transaction or capital increase in 2025, or an independent valuation by an auditor or chartered accountant carried out before the end of 2027. A higher historical acquisition cost can still be used until 31 December 2030.

In practice: an OBO signed in 2026 or 2027 at a price close to the reference value creates almost no taxable gain. The 33% only bites on the difference.

My takeaway, from the owner's side: the reference value has become the most important document in the file. It gets documented now, not on the day of the sale.

The nuance: control of the holding decides the regime

The 33% regime requires the seller to take part in controlling the buying company, within the meaning of Art. 1:14 of the Code of Companies and Associations. If someone else controls the holding, the sale in principle falls outside that regime.

That is where the fund's arrival becomes a tax issue, not just a financial one. In an OBO where the fund stays a minority, which is the norm for SMEs, the owner controls the holding: internal regime. In a deal where the fund takes the majority, the logic moves closer to a sale to a third party. In between, voting pacts, veto rights and call options blur the line.

I have no general answer to give here, and I am wary of anyone who does. Before 2026, the SDA (Service des décisions anticipées, the Belgian advance tax ruling office) examined these deals case by case and often accepted those with non-tax motives: gradual handover, diversification, MBO. The OECCBB article argues that the 2026 law removes that nuance with a flat rate. An advance ruling remains the way to secure a specific structure.

Why do owners still go for it?

Because the underlying reasons have not changed. They simply now carry a tax price.

The profiles for whom an OBO makes sense:

• the founder whose wealth is concentrated in a single company, and who wants to shelter part of it from a bad year;
• the owner who must buy out a departing partner without the company bearing the whole cost;
• the owner preparing a handover to managers or family in several stages, who wants a professional shareholder for the middle stage;
• the owner who also needs to fund a project in the company, and wants to handle both in one deal.

That last case needs a clarification. In an OBO, liquidity and financing are two separate things, and this is the most misunderstood point. Liquidity is the price paid to the owner for his or her shares: it goes into personal wealth. Financing is money put into the company for its projects: it must be planned separately, through a capital increase or a loan to the operating company.

ORSA (formerly Investsud) describes a deal that combines both: it buys part of the owner's shares, invests in the holding and also invests in the company itself. Its published ticket is €500,000 to €2.5M, read on 15.10.2026.

A worked structure, and what it costs

An example built for illustration, not taken from a real file. An SME is worth €4M, a value documented at 31.12.2025. The owner holds 100%.

As a percentage: the owner keeps 75% of the holding, which owns 100% of the SME, and has received €1.6M. The holding must repay €800,000; over seven years (the example's assumption), that is about €114,000 of principal a year, before interest, leaving the SME as dividends.

Dividends paid up to the holding remain subject to the company-law distribution rules: in an SRL (the Belgian private limited company), positive net assets and the ability to pay debts for at least twelve months (Art. 5:142 and 5:143). An over-leveraged OBO starves the SME of the means to invest.

The fund's arrival changes governance

The owner stays in charge, but now shares some decisions with a professional shareholder. Budget, investments above a threshold, dividends, a new partner coming in: the shareholders' agreement sets out who decides what.

It also sets out what comes next, and that is where the real price of the OBO lies. The owner buying back the fund's shares, a handover to managers, a sale to a third party: each exit scenario has a price and a timetable written at signing. A closed-end fund has a deadline; an evergreen fund such as ORSA sets no exit horizon, which leaves more freedom. The difference is explained in evergreen vs closed-end fund, and applied to an owner close to retirement in this piece on retiring in four years.

The tax is federal: 33% applies in Liège as in Brussels or Ghent. Funding, however, is regional. In Wallonia, ORSA and the provincial invests take equity stakes; in Brussels, finance&invest.brussels (the Brussels-Capital Region's public financing body) publishes up to €5M as co-investment; in Flanders, PMV funds share purchases from €700,000.

The mistakes I keep seeing:

• confusing the price received with funding for the company;
• loading the holding with so much debt that the SME cannot invest;
• neglecting the valuation, which also sets the price of later deals and, now, the taxable base;
• structuring before talking to a tax adviser.