M&A Tax Newsflash

The BDO M&A Tax Newsflash provides concise updates on tax developments across leading markets that may affect M&A transactions. Each briefing outlines the development, its potential transaction implications and practical actions for deal teams to consider. The publication is intended to help decision-makers stay informed about key tax developments and assess their possible impact on current and future transactions.

We hope you find these insights useful. For further information, including relevant local contacts, please see the end of each briefing.

Belgium

New capital gains tax on financial assets

From 1 January 2026, Belgium introduced a general capital gains tax on financial assets under the personal income tax and legal entities tax regimes. The change is particularly relevant to M&A transactions involving individual shareholders. The regime distinguishes among three categories of capital gains: (1) internal capital gains; (2) capital gains on a substantial interest; and (3) a residual category. Internal gains are subject to a separate 33% rate. Gains on a substantial interest benefit from EUR 1 million exemption, after which progressive rates of 1.25% to 10% apply. Other gains are generally taxed at 10%, subject to an annually indexed EUR 10,000 exemption.

M&A Takeaway: Management buyouts and private equity transactions involving seller reinvestment require particular attention. Deal teams should assess the seller-level tax impact early and reflect it, where relevant, in pricing, rollover arrangements and negotiations with individual sellers.

For further information, see Capital gains tax on financial assets in 2026: complete guide

Contact our team at BDO Belgium

Italy

Loss-trafficking rules clarified for indirect changes of control

An interpretative provision clarifies the scope of the loss-trafficking rules under article 84 of the Italian Income Tax Code. Under the existing regime, tax loss carry forwards may be denied when both the majority of the voting rights in the loss-making company are transferred and the company’s core business activity changes.

The provision confirms that a transfer of control may arise not only from a direct transfer of shares in the loss-making entity, but also from a transfer of shares in a company that controls it within the meaning of article 2359 of the Civil Code (an indirect change of control). The existing vitality test and net equity limitations continue to operate as exceptions to the tax loss forfeiture regime.

M&A takeaway: Where post-closing business reorganisations are contemplated, deal teams should assess whether a direct or an indirect change of control could restrict tax losses and reflect any exposure in valuation, tax models and transaction protections. For more detailed information, see TaxNews_Speciale Omnibus

Contact our team at BDO Italy

Netherlands

Anti-loss-trading rule extends to unrealised losses

On 11 September 2026, the Dutch Supreme Court ruled that the anti-loss-trading provision in article 20a of the Corporate Income Tax Act may apply to unrealised losses that economically existed before an ownership change but are realised afterward. Article 20a may restrict the use of tax losses following a change of 30% or more in a company’s ultimate ownership. The court held that losses embedded in a company at the transaction date cannot be used to offset profits benefiting the new shareholders. Although the case involved real estate, the ruling applies across all asset classes.

M&A takeaway: An actual or proposed change in ultimate ownership requires careful assessment of both realised and unrealised losses. Deal teams should identify, value and document embedded losses before closing and reflect any restrictions in tax models and valuation assumptions. Tax modelling should reflect the potential restriction on both realised and unrealised losses.

For more detailed information, see Unrealized losses also caught by anti-loss-trading rule

Contact our team at BDO Netherlands

Spain

Increased scrutiny of tax loss carry forwards

Tax loss carry forwards remain a key issue in Spanish M&A transactions, particularly share deals involving real estate or asset-holding companies. Although tax losses do not automatically expire under Spanish tax law, their use following a change in ownership requires careful analysis.

Anti-avoidance provisions may restrict the use of tax losses where the target is dormant, lacks sufficient business activity or primarily holds assets. These restrictions are especially relevant to real estate vehicles with limited operational substance.

M&A takeaway: Purchasers should not assume that existing tax losses will be available after closing. Due diligence should test the target’s activity, ownership history, and compliance with the applicable limitations, and transaction models should recognise only tax attributes that are supportable.

Contact our team at BDO Spain

Sweden

Acquisition-related interest deduction rules amended

Changes to Sweden’s acquisition-related interest deduction rules apply from 1 January 2026.

Under the previous rules, interest expense on debt used to finance intragroup share acquisitions was deductible if the acquisition was substantially commercially motivated . The deduction could be disallowed if the debt relationship arose exclusively, or almost exclusively, to provide the group with a substantial tax benefit.

The deduction disallowance continues to apply where the beneficial owner of the interest is resident in Sweden or outside the EEA.

A new rule applies where the group company entitled to the interest income is resident in another EEA jurisdiction. Under this provision, interest expense is deductible unless the debt arrangement forms part of an artificial arrangement designed to provide a substantial tax benefit to the group.

M&A Takeaway: The new rule introduces a less stringent anti-abuse test to replace the commercially motivated requirement. Tax modeling should take this impact into account.

Contact our team at BDO Sweden

United Arab Emirates

Reorganisation reliefs can support post-acquisition integration

As M&A in the UAE continues to grow, acquirers are increasingly focused on preserving tax attributes and optimising group structures. The UAE corporate tax regime provides reliefs that may facilitate business realignment subject to the applicable statutory conditions.

Qualifying Group Relief (QGR) can permit tax-neutral transfers of assets and liabilities between members of a qualifying group. Business Restructuring Relief (BRR) can permit the transfer of an entire business, or an independent part of a business, in exchange for shares without immediate recognition of taxable gains or losses. The preservation and use of tax losses may also represent a significant source of future value.

M&A takeaway: Strategic use of QGR, BRR and available tax losses can support post-closing integration, efficient group restructuring and long-term value preservation. Investors should evaluate QGR, BRR and available tax losses when planning post-closing integration. Eligibility conditions, clawback provisions and the intended sequence of restructuring steps should be tested before implementation.

Contact our team at BDO United Arab Emirates