The Belgian management company has long held a particular place in the toolkit of company directors — an optimisation vehicle, a means to steer compensation, a support for personal wealth building. The Arizona reform, whose first effects entered into force in 2026, has not abolished this status — but it has clearly tightened the terms under which it operates. For anyone setting up or revisiting a compensation structure this year, the numbers need to be reworked from scratch.
A management company remains, in 2026, a relevant tool for Belgian directors whose activity generates substantial and autonomous income. Access to the 20% reduced corporate income tax rate on the first EUR 100,000 of taxable profit now requires a minimum gross remuneration of EUR 50,000 (indexed), of which at least 80% must be paid in cash — benefits in kind are capped at 20% of total remuneration. Structures lacking genuine economic substance are exposed to the general anti-abuse rule of article 344, §1 of the Belgian Income Tax Code and to a possible recharacterisation of the invoicing. The management company is not disappearing from the landscape, but it is no longer an automatic choice: it has reverted to being a structuring decision, to be weighed case by case.
The concept of a management company is not new. For both tax and organisational reasons, directors have for three decades chosen to lodge their activity — management, advisory, board mandate — in a company of their own rather than in an employment relationship or a personal self-employment status. The trade-off rests on three pillars: a corporate tax rate often lower than the marginal rate of personal income tax, the ability to retain profits within the company for later capitalisation or distribution, and modularity in how compensation is composed. All three pillars still exist in 2026 — but their parameters have changed.
What a management company is — and what it is not
A management company is, in legal terms, a commercial company (typically a BV/SRL or an NV/SA) that invoices management, governance or consulting services to one or more operational clients. The director is its sole or majority shareholder and acts there as a managing director or board member. The company earns its income through invoicing to clients; the director draws compensation through the mandate (director remuneration), through dividends, or through a combination of both.
What a management company is not is a mere screen. The Belgian tax authorities and case law have repeatedly stressed that such a structure must demonstrate genuine economic substance: the invoiced service must correspond to a distinct, autonomous, identifiable activity. A management company that merely passes through, in a different form, the remuneration of its director for an activity carried out entirely within the client company — without its own resources, without entrepreneurial risk, without a diversified client base — runs a real risk of recharacterisation.
The reduced corporate tax rate in 2026: cumulative conditions
The primary tax driver of a management company is access to the 20% reduced rate on the first EUR 100,000 of taxable profit, as opposed to the 25% standard rate. From tax year 2026, the cumulative conditions are as follows.
First, the company must qualify as a small company within the meaning of article 1:24 of the Belgian Companies and Associations Code — exceeding no more than one of three thresholds (average headcount of 50, turnover of EUR 11.25 million, balance-sheet total of EUR 6 million).
Second, the shares must be held to at least 50% by individuals, and the value of participations held by the company itself may not exceed 50% of its equity (the latter criterion is designed to exclude companies that are essentially holdings).
Third — and this is the most structural change introduced by the Arizona reform — the company must pay at least one of its directors an annual gross minimum remuneration of EUR 50,000 (against EUR 45,000 through tax year 2025), now indexed annually. An exception remains for companies whose taxable profit is below this threshold: the remuneration must at least equal the taxable profit. A second exception covers start-up companies: the condition does not apply during the first four financial years.
Fourth — and this is the measure most directly aimed at the practice of management companies — benefits in kind may not exceed 20% of the director's total remuneration. Within a EUR 50,000 package, this means a maximum of approximately EUR 10,000 in BIK (company car, housing, other lump-sum benefits) — the balance having to be paid in actual cash.
| Remuneration component | Before 2026 | From 2026 |
|---|---|---|
| Minimum gross remuneration | EUR 45,000 | EUR 50,000 (indexed) |
| BIK cap in remuneration | No explicit cap | 20% maximum |
| Max. BIK within EUR 50,000 package | — | ~ EUR 10,000 |
| Minimum cash required | — | ~ EUR 40,000 |
| Penalty for non-compliance | Loss of reduced CIT rate | Loss of reduced rate + 7.5% employer contribution on BIK overshoot (employees) |
Structural benefits that remain
Tax deferral. The director withdraws from the company's cash only what is needed to fund personal expenditure, via remuneration; the remainder of net profit after corporate tax stays inside the company. As long as those reserves are not distributed, they are not subject to personal income tax withholding. This is a tax-framed savings mechanism that, over 10 to 15 years, allows meaningful corporate capital to accumulate.
Pooling of overheads. Entertainment expenses, company car, training, professional subscriptions, director insurance — costs that the company may absorb subject to the causality test of article 49 of the Belgian Income Tax Code (« expenses made or incurred to acquire or maintain taxable income »). Pooled at corporate level, these items are deductible at the corporate rate rather than being borne entirely from net personal income.
Tool for transmission. Shares in a management company can be transferred through gift or succession in a more structured fashion than a professional business held in personal name. Under certain strict conditions — including a real and continuous activity during the three years preceding the transfer — a favourable regime of gift and inheritance taxes may apply to shares in a family company.
Capitalisation and investment. A management company is a full-fledged investment vehicle: it may hold professional real estate, equity participations, artworks intended to decorate business premises (with accounting depreciation under conditions) and liquidities in portfolio investments. The ability to invest through the company, at corporate tax rates rather than at personal income tax rates, remains a structural lever.
The general anti-abuse rule of article 344, §1 of the Belgian Income Tax Code
Article 344, §1 of the Belgian Income Tax Code allows the tax authorities to disregard a legal act — or a set of legal acts — when that act constitutes tax abuse. Abuse is characterised by two elements: a tax benefit that is contrary to the objectives of the legislator, and the absence of motives other than tax to justify the operation. The burden of proof is shared: the authorities must demonstrate the conflict with the legislator's objectives, while the taxpayer may rebut the presumption by showing valid non-tax motives.
In the case of a management company, the application of article 344, §1 may take several forms: non-enforceability of the invoicing between the management company and the operational company, recharacterisation of director remuneration, lifting of the corporate veil to attribute income directly to the individual. Recent case law — notably rulings of the Antwerp Court of Appeal (17 October 2023) and the Liège Court of Appeal (5 February 2025) — has confirmed that the recharacterisation may be accompanied by a 10% to 50% tax surcharge. These decisions are a reminder that the general anti-abuse measure is no theoretical threat.
A management company that invoices only one client, without a service agreement that sets out distinct deliverables, without its own human or material resources, and whose director works on the client's premises and following the client's schedule essentially as an employee, presents a high-risk profile. If the structure is fundamentally justified by the personal-versus-corporate-tax gap — without a real entrepreneurial project, without client diversification, without distinct economic risk — the authorities may find abuse and recharacterise the invoicing. Formal compliance with the conditions of the reduced CIT rate does not, by itself, immunise against that analysis.
Alternatives for directors after the reform
The management company is not the only possible structure. Depending on income profile, the nature of the activity and the wealth horizon, several alternatives deserve consideration.
The self-employed individual in personal name remains relevant where income is modest, the duration of activity limited, or administrative complexity to be avoided. The marginal tax rate is higher, but the administrative and social cost of operating a company (publication, full accounting, social contributions on director remuneration) is not justified below a certain turnover threshold. The classical tipping point sits around EUR 70,000–80,000 of net activity income — each situation calls for its own calculation.
The direct operational company, without an interposed management company, simplifies the structure and concentrates activity in a single entity. This is the natural model for incorporated liberal professions: lawyer-BV, doctor-BV, architect-BV. The focus then shifts to the other levers (remuneration, dividend, liquidation reserve, movable lease).
The patrimonial holding, in addition to or instead of the management company, can house participations in several operating subsidiaries, pool a portfolio of investments, organise a transfer. The Belgian dividend-received deduction (RDT/DRD) regime allows intra-group dividends to flow at a reduced tax cost, subject to a holding period and a minimum participation.
Finally, investing through the company in structurally distinct asset classes — real estate, artworks via the movable lease (bail mobilier), holdings in funds — adds a layer on top of any structuring decision. The management company then ceases to be an end in itself and becomes a wealth-management vehicle in the service of a broader project.
For directors who run substantial, autonomous activities, with a genuine client base and their own organisation, the management company remains in 2026 a coherent structuring tool. The EUR 50,000 minimum remuneration and the 20% BIK cap are not deal-breakers: they define the minimum commitment required to access the reduced CIT rate. Beyond that floor, the trade-off between current remuneration, dividends, liquidation reserve and internal capitalisation remains fully in your hands.
Three principles of coherence
First principle. No structure should be kept by inertia. A management company that made sense in 2018 or 2022 does not automatically make sense in 2026. The shift in parameters (remuneration of EUR 50,000, BIK at 20%, withholding tax at 18%, liquidation reserve at 6.5%) calls for a systematic recalculation of profitability — at least every two or three years, more often when reform hits.
Second principle. Economic substance is not a formality — it is the foundation of enforceability. Documenting the nature of services rendered, the diversification of clients (where possible), the company's own resources, the entrepreneurial risk it bears, the decisional autonomy of the director: this combined evidence is what protects the structure against recharacterisation under article 344, §1 of the Belgian Income Tax Code.
Third principle. Tax structuring is never designed in isolation. Management company, compensation scheme, dividend distribution (VVPRbis or not), liquidation reserve, capital-gains taxation, transmission: these elements form a system. Adjusting one parameter — for example, raising remuneration to meet the new threshold — may have optimisation effects elsewhere (social contributions, marginal personal income tax, future dividend capacity) that deserve a holistic view.
If you are the director of a management company and wish to verify the robustness of your structure after the Arizona reform, the first confidential meeting is there to make a diagnosis — not to push a single solution.