Holding startup shares through a ManCo: when it pays

More and more founders hold their startup shares through a management company, a ManCo, instead of in their own name. Since 2026, capital gains on shares held privately are taxed in Belgium, and that changes the comparison. This article sets out where a ManCo helps, where it costs you, and what to decide before you set one up.

In short

• Exit proceeds landing in a ManCo are usually not the problem. The cost comes when you want to move that money into your own pocket.
• Three questions decide which route fits: what stake you will hold at exit, what you want to do with the money, and when the structure is put in place.
• A ManCo to get paid and a ManCo to hold your shares are two separate decisions. You do not have to combine them.

Two different jobs for a ManCo

A ManCo can play two separate roles. The first is getting paid: you invoice management fees to the startup through the ManCo. The second is holding shares: the ManCo owns your shares in the startup. You can invoice through a ManCo and still hold the startup shares in your own name.

Invoicing through a ManCo usually only pays off from a certain level of fees per year. To keep the reduced 20% corporate tax rate, the ManCo has to pay you at least €51,000 a year (with an exemption during its first four years), of which at least 80% in cash, and accounting costs come on top. That remuneration condition is not a fixed requirement in all cases, so check it with your accountant. Below that level, the gain is small and being paid directly by the startup is usually simpler. There is no fixed threshold: it depends on how much you need privately and how much can stay in the ManCo.

A ManCo that both invoices fees and holds shares can also lose the 20% rate if, at the end of its financial year, the book value of its shareholdings exceeds half of its paid up capital and taxed reserves. Stakes of at least 75% in a company are left out of that test. Founder shares are usually acquired for a small amount, so this is rarely an issue at the start. It becomes more likely once the ManCo reinvests in other startups or pays out its reserves.

Selling your shares at exit

The difference between the two routes shows at exit: who receives the sale price, and what is taxed on the way to you.

Shares in your own name

Capital gains are now taxed at 10%, with an annual exemption on the first €10,000 of gain. If you do not use the exemption, €1,000 of it can be carried forward each year for up to five years, raising it to a maximum of €15,000 per person. These are the indexed amounts for income year 2026 (assessment year 2027), and they are adjusted every year. For spouses married under the statutory regime whose shares belong to the common property, the annual exemption is €20,000.

Anyone holding less than 20% falls under this general regime. Founders who hold at least 20% directly at the moment of the sale get a much better deal. The first €1 million of gain is exempt, an allowance per five year period that can be used over several sales. Then 1.25% applies up to €2.5 million, 2.5% up to €5 million, 5% up to €10 million and 10% above. If the buyer is a company outside the EEA, such as a US acquirer, the rate is 16.5% instead.

Only shares count towards the 20%, not options or warrants. The catch is dilution: a founder who drops below 20% after funding rounds loses this regime.

Shares through a ManCo

A company is not subject to this new tax. The gain is exempt from corporate tax if the ManCo holds at least 10% and has held the shares for at least one year. Below 10%, corporate tax applies.

Side by side

A simplified example on a €2 million gain: a founder with 25% in their own name pays around €12,500. The same founder diluted to 15% pays around €199,000. Through a ManCo, the gain stays untaxed as long as the money remains in the company.

Getting the money out of the ManCo

A normal dividend from the ManCo is taxed at 30%. Two regimes bring that down to 18%, and they work quite differently.

VVPRbis

VVPRbis is a reduced dividend rate for small companies whose shares were issued against a cash contribution from 1 July 2013 onwards, which is normally the case for a new ManCo. After a waiting period of three years, the ManCo can pay dividends at 18% instead of 30%. Nothing is paid upfront: the profit stays in the ManCo, free to be invested, and you decide when and how much to pay out. The advantage can be lost if the shares are later transferred.

Liquidation reserve

Each year, the ManCo can set aside part of its profit in a special reserve and pay 10% tax on it straight away. After three years, that reserve can be paid out as a dividend at a total cost of 18%, the 10% already paid included. If it is only paid out when the ManCo is wound up, nothing more is due and the cost stays at 10%. The downsides: the 10% is paid upfront, every yearly reserve has its own three year clock, and if the ManCo later makes losses, the 10% already paid is lost.

Which one to use

At 18%, both routes leave you with the same net amount, but VVPRbis usually wins in practice. Nothing is paid upfront, so the money can be invested elsewhere in the meantime, and the three year wait applies only once instead of to every yearly reserve. The liquidation reserve is the better route if you know the ManCo will be wound up within a few years, as the cost then stays at 10%.

Both regimes were designed for regular profit distributions, so how far they help with a large exit gain needs to be checked case by case. As a working assumption, a ManCo suits money that will be reinvested, in a next venture or as an angel investor, much better than money you need for private use.

Shares already in your own name

Only value created since 1 January 2026 is taxed. If you already hold shares personally, their value on 31 December 2025 is the starting point. For an unlisted startup, a 2025 funding round or an independent valuation can raise that starting point and reduce the future tax. Such a valuation must be confirmed in a report by an independent auditor or certified accountant before the end of 2027. A proper valuation takes time, so if your startup had no round in 2025, decide this year whether it is worth doing.

Timing: decide at incorporation

Selling your startup shares later to your own ManCo is taxed at 33%. Contributing them in exchange for ManCo shares is possible without that tax, but needs careful review. Either way, the ManCo must then hold the shares for at least one year before an exit for the gain to be exempt. Putting the ManCo in place at incorporation is simpler.

Points beyond tax

• A ManCo is a separate company, with its own accounting costs and VAT on management fees.
• When the ManCo sits on the board, you remain personally liable as its permanent representative.
• Investors will want you personally bound by leaver, vesting and non compete clauses, not only the ManCo.

Rule of thumb

Holding shares through a ManCo mainly makes sense if you plan to reinvest your exit proceeds, especially if you are likely to end up between 10% and 20% at exit. If you need the money privately, holding shares personally is usually cheaper at any stake: 10% or less in your own name, against at least 18% once the money comes out of a ManCo.

Holding shares personally also makes sense if you are likely to drop below 10%, where a ManCo would pay corporate tax on the gain, and if you do not want the extra admin.

In each case, the stake that matters is the one you expect at exit, after future funding rounds, not today's.

A ManCo to get paid can make sense on its own from a certain level of fees per year, whatever you decide for the shares.

The dups approach

The answer turns on two things you can estimate today: the stake you will hold after your next rounds, and how much of the exit you will need privately. Our capital gains tax simulator lets you run those numbers on the personal route.

If you already hold shares in your own name, dups can prepare the valuation of your shares at 31 December 2025 and have it signed off by an independent auditor. Our company valuation tool gives you a first indication. Talk to us before you set up the structure, while every option is still open.

This article gives general information based on the Belgian rules as they stand at the date of publication. It is not tax advice. Check your own situation with your accountant or tax advisor.