Succession: biding one's time is not an option

Anticipating what is to come and planning accordingly is a must if you are to manage the succession effectively.

The transfer of a business, both during one's lifetime and on one's death, invariably comes under family property law. After all, it involves knowledge of the law of succession (who gets what?), marriage assets (who owns what?) and gift and inheritance tax (how much will it cost?). Managing and preparing this material takes time. Time that not every businessman seems to set aside.

"Over the next few years around 200,000 family entrepreneurs of the baby boom generation will be retiring," says Boudewijn Verhelst, Estate Planner Wealth Management at BNP Paribas Fortis. "But what should happen to their businesses? Many family entrepreneurs have not given it careful thought yet. Waiting for the death - swift or otherwise - of the entrepreneur himself, his partner, business partner or associate is not a good attitude to take. It is absolutely essential that you anticipate matters, to ensure a smooth transfer. The days of, let's say, phantom shares – a way of exploiting a grey area in tax legislation – representing a marketable planning technique are definitely behind us."

Inheritance incentives?

So, exit the bearer share. Fortunately, the law has provided an alternative safety net for the successor(s) of any family entrepreneur that dies suddenly. After all, 70% of all Belgian companies have family links, and a lot of pressure has been put on the government to safeguard their continuity. Boudewijn Verhelst:

"The inheritance of a family business enjoys tax incentives in the three Regions. In Wallonia, this can be done at 0%, in Brussels at 3%. Flanders operates two rates: 3% on inheritance in the direct line and between spouses or cohabiting partners, and 7% for anyone else. Which specific incentive applies obviously depends on the Region in which the deceased business owner was last domiciled for tax purposes. If he or she lived in more than one Region in the five years before he died, then the inheritance tax return must be filed in the Region where he was based the longest, during that period."

Succession: no more than a safety net

The tax incentives for inheriting a family business are obviously much more favourable than normal inheritance tax, which, depending on the Region, may rise to 27% or 30% in the direct line and between spouses and cohabiting partners.

"But it is still a succession scenario," warns Boudewijn Verhelst. "The planning is completely focused on the indeterminate moment at which the entrepreneur literally and figuratively faces his day of reckoning. If he has already chosen a successor, then the other children will still want their share of the pie. Moreover, there is also his spouse, who holds the right of usufruct. You get a complex tangle that causes a lot of family tension and hampers effective management of the business. So, posthumously, the entrepreneur saddles his successor - who may have been running the day-to-day management smoothly for years - with a life-sized problem."

Added to that, the terms of the incentives in the various Regions, which are not always obvious, require meticulous investigation: kinship, continuity of operation, shareholding, wage costs, retention of capital, etc. Boudewijn Verhelst:

"The advantageous succession regime for family businesses is a safety net, no more than that. It is good that the option exists, but hopefully, as an entrepreneur, you will never need it."

Gifting is thinking ahead

For the forward-looking entrepreneur, gifting the family business is something to think about. Alongside his experience, know-how and contacts, he will also transfer the shares to his successor in a timely manner. In the Flemish and Wallonia Regions, this can be done even without hanging a fiscal sword of Damocles over the successor's head.

How? Normally you are not obliged to pay tax on a gift. But then there is a risk that the beneficiary will still be required to pay inheritance tax if you die within three years. You can avoid that by having your gift registered, and paying gift tax on it. For movable property (such as shares), the tax is charged in the three Regions at 3%. But for shares in a family business, Flanders and Wallonia apply a special rate of 0%. Boudewijn Verhelst:

"It is no coincidence that the Flemish government has decided on another strategy. Previously, inheriting a family business in Flanders could be tax free, and a gift could not. Since 1 January 2012, it is precisely the opposite. With this fiscal stimulus, the Flemish government hopes to encourage family entrepreneurs to work towards their succession, to ensure the continuation of their businesses."

Inheritance tax insurance: useful but one-sided

And what about inheritance tax insurance? This is an insurance policy on the head of the entrepreneur, which will cover the inheritance tax due upon his death. Boudewijn Verhelst:

"Insurance policies like these may be a good idea if you do not yet feel the time is right to irrevocably transfer your business to the next generation, but at the same time wish to have cover against the potential burden of inheritance tax.

In practice, that boils down to three scenarios in which you are actually buying time. Either you take out one of these policies and let everything else run its course, purely postponing matters. Or you gift your business to your successor, and use the insurance to cover the inheritance tax if you die within three years. The other alternative is that you use the insurance to cover the inheritance tax burden while you prepare the company to benefit from the tax-efficient regime. Whichever option you choose, this remains a one-sided approach that only covers the financial cost, and also assumes you are going to die.”



Transferring your business requires a broad approach

Taxation and inheritance constitute one aspect of the planning of the transfer of a family business. But the issue requires a much broader approach.

A well-planned transfer starts with a standstill analysis: what does the situation look like at present, and what will happen if an 'atomic bomb' explodes in the form of the entrepreneur's death? Boudewijn Verhelst, Estate Planner Wealth Management at BNP Paribas Fortis:

"If this stress test has a positive outcome and the entrepreneur feels happy with the result, then the analysis is complete. Where the reverse is true, it is only just beginning. Often such a standstill analysis is a great exercise to help the entrepreneur determine his aims. For example, he may wish for the transfer to happen free of charge, in order not to jeopardise the company's chances of survival. Or he may want his successor to be trained within the company so that he can take over the management in full. It may be that he wants the value of the company to stay within the family group. But whatever his goals, the entrepreneur must anticipate the future situation."

Annual standstill analysis: a necessity

Specifically, it is best to conduct a standstill analysis annually, when you will scrutinise the (rapidly changing) legal landscape and your family situation. For that reason, it is not necessary to arrange the finer details of everything. This is about optimising your vision, your business structure and your personal assets to remove the greatest pressure on the day that the transfer becomes a fact. Boudewijn Verhelst:

"Allocate five years to get the business transfer as it should be, and a year to optimise your assets. And take advice, throughout, from people with plenty of experience and empathy. The transfer of your business is far more than following some sort of manual, step by step. You are saying goodbye to your life's work, and in a certain sense, goodbye to your life. This gives you a lot to deal with; things you need to feel good about - legally, financially and psychologically."

Monitoring: internally if possible, externally if needs be

In this future situation, the successor has a crucial role to play. That is why, firstly, you will have to consider the qualities you expect from your 'heir apparent'. You then look to see who is eligible for the role without disadvantaging your other children in your succession or within the business.

"The character compatibility of the children is sometimes a thorny issue," Boudewijn Verhelst explains. "As the business owner, you need to find a balance between the family aspects and the economic aspects. But don't lose sight of the fact that the economic factors will ultimately carry the most weight. A loss-making company will still go under, despite a strong family bond. However, a solution can nearly always be found to family quarrels in a healthy business, such as buying out one or more of the children. In fact, a transfer does not always have to take place within one's own small family. Sometimes, the standstill analysis may reveal that an external sale would be a better option than a family share war. Arguing about the money side of the deal is obviously no picnic either, but at least it does not jeopardise the business."

An external sale is also worth considering if you get an offer that is impossible to refuse. Or if you cannot find a suitable successor. However, if there is an external sale, it is important that you really do completely cut all ties with your life's work. Sometimes, the previous owner will continue to work alongside the external buyer. Boudewijn Verhelst has seen that go wrong all too often:

"Two captains on one ship doesn't work. Where the successor is a family member, the situation is entirely different. The children have often already spent some time working in the business, and are familiar with both the family culture and the corporate culture."

Major impact on your assets

Whether internal or external, the transfer of a family business will have a major impact on your assets. Boudewijn Verhelst:

 "It is impossible to treat the two things separately. The relationship between company and personal assets forms a continuum. On the one hand you have a sale, i.e. a transfer with something in return. The other extreme is a gift – a transfer with nothing in return.

Fully gifting the business is positive for the continuation of the company, but on a personal level, you get to keep nothing. No profit, no dividends, no usufruct, etc. Whilst financially beneficial to you, a sale brings other problems. After all, you are converting your business into cash, which in turn becomes part of your personal assets, on which your heirs will subsequently have to pay between 27% and 30% inheritance tax."

What is the best option? Boudewijn Verhelst:

"It's impossible to formulate strict rules for this. Everything is connected. When conducting your standstill analysis, you must take a helicopter view of the situation with regard to your personal assets and ask the same questions as you would about your company: where are we today and where do we want to go? Entrepreneurs tend to respond factually and make small adjustments on an ad hoc basis. That is very human, but it is not enough. You need to develop a vision of your business and its transfer.

We go to great lengths to provide support and guidance to business owners during the transfer. Our job actually consists of holding up a mirror to you, the entrepreneur, well in advance. Does your planning completely suit you still? Are the foundations of your vision still healthy - from a financial and family perspective? Do you have a suitable successor in mind? Based on the answers to these questions, we can map out your transfer, together. There is no all-encompassing checklist for this. Experience, empathy and a broad business knowledge are our most important weapons. After all, every business and every family is unique."



Business transfer and succession: a practical example

On the transfer of a business, everything is connected. Good planning must take this into account - an example.

Let's say a business owner has four children. He wants to transfer his business to them and at the same time wishes to secure his own income.

  • The entrepreneur sells the shares in the business to his four children for EUR 16 million.
  • None of the children can come up with EUR 4 million just like that. So the sale takes the form of a loan.
  • The entrepreneur accordingly sees his tangible business converted into full-risk cash. Not a nice thought, because his income depends on it.
  • Added to that, the cash becomes part of the entrepreneur's estate. On his death the children, depending on the Region where the father lived, will pay between 27% and 30% inheritance tax.
  • So, our entrepreneur gifts the cash to his four children. At the same time, it is recorded that the children will pay their father interest at a fixed rate of 2%.
  • If the entrepreneur dies within three years of the gift, then his children will still have to pay the higher-rate inheritance tax. For that reason, inheritance tax insurance is taken out, to cover the payment of the inheritance tax during the three-year risk period.

Outcome: the business owner retains an income from his company, the children do not pay high levels of inheritance tax, and the continuation of the company is not jeopardised by a heavy financial burden on the shoulders of the family successor(s).



Electronic invoicing between companies to become mandatory

The bill to introduce this obligation in Belgium has been submitted to the Federal Parliament. If the draft bill is approved, B2B e-invoicing will become mandatory from 1 January 2026. Our experts explain why Belgium wants to introduce these new rules, what the implications are for your company and how we can better support you.

“The bill is consistent with international developments and initiatives at the European level,” says Nicolas De Vijlder, Head of Beyond Banking at BNP Paribas Fortis. "Europe's ambition is a harmonised digital standard. Structured e-invoicing between companies will also reduce the administrative burden of invoicing, enabling companies to work more efficiently and increase their competitiveness. The automation of VAT declarations will also help governments prevent tax fraud and adjust economic policies based on more qualitative data.”

Evolution rather than a revolution

“The new legislation is an evolution rather than a revolution,” adds Erik Breugelmans, Deputy Managing Director at BNP Paribas Factoring Northern Europe. "Digitalisation is becoming pervasive at all levels of society, as we have seen with the increase in electronic payments, as well as the additional obligations in recent years regarding electronic invoicing to the government. In this sense, the bill for mandatory electronic invoicing between companies is a logical next step. Our bank is happy to contribute to this process, although we do not intend to offer the same services as accounting software or fintechs. However, we are happy to help our customers with payments and financing."

The impact on businesses

“Customers need to be aware that the new regulations will have an impact on their internal and external processes,” continues Erik Breugelmans. "The majority of Belgian companies mainly serve an international market, which means that the introduction of electronic invoicing will be more complex for them than for companies operating in the domestic market. As the legislation will be introduced in one go, they need to start preparing now."

“The new rules will affect a company’s accounting department as well as its IT department,” emphasises Nicolas De Vijlder. "The procedural requirements are key, otherwise the automated process will not work. However, one of the main benefits of advanced automation is that everything can be done faster and more efficiently. The time between sending an invoice and paying it will be shorter and cash flows more predictable. In addition, it will also reduce the risk of error and fraud, as all transactions will pass through a secure channel."

Ready to offer you even more and better support

“Thanks to the far-reaching digitisation resulting from the new regulations, we will be able to further optimise payments,” concludes Erik Breugelmans. "As a bank, we need to finance our customers’ receivables as quickly and efficiently as possible, so that they have easier access to their working capital. In addition, because we have already gone through an entire process in terms of large-scale automation, we will be able to adapt quickly to the new rules. We can also draw on the expertise of the BNP Paribas Group, which is currently developing an e-invoicing solution for large companies."

Want to know more?

Listen to the episode on B2B e-invoicing :



Reforestation and biodiversity in practice

Some causes are more important than the pursuit of EBITDA. Without trees there can be no biodiversity, and flora, fauna, soil, water and air are all affected. That is why WeForest is mobilising companies to plant forests.

Reforestation is neither a luxury nor a question for hippies. It is indispensable for the climate and biodiversity, the quality of our soil and water, as well as for food; it is thus vital for the future of all species.

The solutions, which remain under-recognised, are simply waiting to emerge. They are not technical, do not adhere to the logic of extraction and do not call on limited natural resources. They are tremendously effective, draw their inspiration from natural ecosystems and entail integrating trees into fields. See also the article The full potential of reforestation.

We have pinpointed two relevant non-governmental initiatives: Ecosia, a search engine launched by a start-up in Berlin, has attracted 7 billion users and plants one tree for every 45 searches made – the equivalent of some 27 million trees planted to this day; secondly, the non-profit organisation WeForest is utilising its expertise in this area, its basis in science and its business network to engage in sustainable reforestation. We went to meet Marie-Noëlle Keijzer, the founder of WeForest, to hear her story.

From carbon offsetting to corporate 'water footprints'

In the early days, WeForest was not convinced by carbon offsetting, which it regarded as too reductive. Yet it was a means to connect with its target audience: companies anxious to measure, reduce and then offset the carbon emissions that they are not able to avoid. Today, the objective of 'net positive emissions' has been set, which also aims to offset past emissions.

It is obvious that environmental concerns now extend beyond carbon alone. Many are beginning to examine their water footprint. A new vision is taking hold, which entails development aid via the promotion of reforestation. "Moving countries out of poverty and doing more than simply planting trees and leaving: this is how companies now wish to act in a socially responsible way", explains Marie-Noëlle Keijzer, CEO of WeForest.

Intervening on vegetation, carbon, water, air and employment

With the 270 corporate clients that have joined it since 2011, WeForest planted almost 17 million new trees and restored 13,000 hectares of land by the end of 2017, and aims to double these figures by 2020. It offers high-impact marketing materials to customer companies with messages such as 'one sale = one tree planted'. 

In 2014, Brabantia decided to 'do something different'. It wanted to sell products, of course, but also give thought to global issues. Working alongside WeForest, the company entered into a joint financing project supporting reforestation. "Since Brabantia began to state on its website, on YouTube and on its packaging that one tree would be planted for every rotary dryer sold, it has seen a 25% increase in sales every year", explains the head of WeForest, citing well-substantiated case studies with certified benchmarks: "We go beyond the theoretical", she continues. "There is total transparency, with every customer receiving a GPS map of the hectares they have funded. We then ensure the forest is protected, approve our customers' projects and help develop the socio-economic activity of the entire region by initiating alternative revenue sources which create employment."

A tree is more valuable in the ground than on it

WeForest is not engaged in helping Zambia in order to maintain its reliance on international aid, but to educate the hundreds of farmers who chopped down all of their trees in order to sell them for firewood. By bringing them together, the association demonstrates that they do not have to clear trees to sell forestry chips, and that by selectively collecting biomass, they can provide heat without cutting a tree down. WeForest trains women to work as nursery growers, giving them a job, an income and an identity. It also supplies beehives to farmers who have begun to produce honey as a new source of income. Bees have other positive effects too, since they pollinate flowers, plants and fruit crops, for example. "It's really simple", affirms Marie-Noëlle Keijzer. "If we kill bees and birds by using pesticides and insecticides, we are preventing nature from doing its work."

Trees provide a habitat for animals and natural fertiliser for plants

In regions of Brazil where tree coverage is 3%, leopards have completely died out. Agriculture has supplanted forests wherever the ground is level. WeForest cannot operate across the entirety of the country, which is much too large. But they have created green corridors, and life has begun again. Trees and plants have been restored, attracting birds and animals that use them to move around, eat and reproduce.

Trees are also a natural source of fertiliser: corn grows more quickly when it is close to trees. They provide shade and retain water in the soil.

There are trees and trees

Not all reforestation projects are equal. Some trees boost the food supply or increase soil nitrogen levels (such as the lucerne), whereas others are detrimental to diversity. For example, no animals will live in palm tree plantations where the soil is also full of chemicals. "We won't solve the problem if we do nothing to change the causes of deforestation: intensive agriculture for the purposes of producing meat, for example", says Marie-Noëlle Keijzer, firmly convinced. Solutions exist, but everyone needs to accept their share of responsibility.

Sources: BNP Paribas Fortis, WeForest

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