Real Estate Academy

On 20 February 2025, the draft law introducing Book 7 of the new Civil Code was filed. This new book, which governs “Special Contracts,” provides important insight into the future legal framework and will, if adopted, bring important changes that are of relevance for the real estate sector, particularly in relation to sales, leases, and services contracts.

The reform introduces a coherent and modernized framework, aligned with Books 1, 3, and 5 of the Civil Code, as well as international laws such as the Vienna Convention on International Sale of Goods. In the context of sales, the concept of “conformity” becomes the single standard governing the seller’s obligations. Consequently, where a lack of conformity is discovered after delivery, the buyer will have the possibility to turn towards one unified claim: a claim for non-conforming delivery. The special status of the professional seller is abolished, and liability, notification, and limitation periods are integrated into one uniform regime. Remedies are also consolidated into one single framework, referring to the remedies already introduced in Book 5 of the Civil Code. The reform expressly separates the transfer of ownership from the transfer of risk: ownership may transfer solo consensu, by mere agreement, whereas risk in principle passes upon delivery.

With respect to leases, the concept of a precarious occupation agreement is now formally codified, and this type of contract may only be used in case of legitimate reasons justifying its precarious nature. For leases, the reform extends the central notion of “conformity” to the lessor’s obligations as well. The lessor must not only deliver the property in conformity at the handover but also ensure that it remains in conformity throughout the entire lease term, including by carrying out ongoing maintenance and any necessary repairs. In the absence of specific contractual arrangements, compensation for authorized non-removable alterations (and retained removable alterations) will be assessed based on unjust enrichment. Furthermore, extrajudicial termination by written notice will no longer be permitted; termination must in all cases be sought through the courts.

The reform also introduces a single, unified regime for services contracts. Auxiliaries, such as subcontractors, are granted a direct claim against the principal, limited to the amount relating to the works assigned by the principal to the contractor and subsequently to the auxiliary. This possibility of a direct claim does not only exist for the first-degree auxiliary but for any auxiliary further down the contractual chain. However, this direct claim will no longer be available following the contractor’s bankruptcy. Finally, notification requirements are simplified: a simple notice within the meaning of Article 1.5 of the Civil Code will suffice, without the need for additional formalities such as registered mail.

These highlights reflect only part of the changes introduced by the draft reform. As we await the final, officially adopted text, the full scope and practical impacts of the new legislation remain to be assessed. We will continue to follow developments closely.

In 2026, several new environmental obligations will come into force in the Flemish Region:

1. Firstly, the Flemish energy regulation stipulates that, as of 1 January 2026, non-residential buildings with a surface of < 1,000 m² should dispose of a valid energy performance certificate (EPC) regardless of any transfer or lease. For these buildings, the EPC requirement will therefore no longer apply only in the case of a transfer or lease but must always be available. This obligation has already applied since 1 January 2025 for non-residential buildings with a surface of > 1,000 m².
2. Secondly, as of 1 April 2026, a new obligation applies for large electricity consumers to install a certain capacity of solar panels on Flemish immovable properties. Owners and holders of a building right or long-term lease right on buildings where the annual electricity consumption from the grid exceeded 1 gigawatt-hour in calendar year 2021 or 2022 are required to have solar panels operational by 1 April 2026. The installation must provide a minimum peak capacity of 12.5 watt-peak per m² of horizontal roof surface.
3. Thirdly, by 31 December 2026 at the latest, the association of co-owners (VME) of an accessible structure built before 2001 that falls under the system of co-ownership must have a separate asbestos inventory certificate for the common parts. From this date, the VME is obliged to have available such a certificate even if no transfer takes place. In case of a transfer of a private part after 31 December 2026, both an individual asbestos inventory certificate for the private part and an asbestos inventory certificate for the common parts will be required at the time of the private deed. If the required asbestos inventory certificates are not available, this will block the transfer, and the purchaser may also claim the nullity of the agreement. It is therefore important that the VME arranges for an asbestos certificate for the common parts on time.

On 19 December 2025 the Flemish Council of Ministers approved the Action program on legally certain and robust permits. This Action program is the result of a report drafted by a commission of experts which was appointed at the start of current legislature to analyze the current integrated permit procedure and propose amendments to this procedure. With the Action program, the Flemish Council of Ministers has now decided which proposed amendments will be translated into legislation. The main approved changes are:

• The right to have a meeting with the competent authority and advisory bodies prior to submitting the permit application.
• The possibility for the applicant to pause the permit procedure.
• A public inquiry at second instance will be organized regarding the draft decision of the competent authority in appeal.
• Clarification that a financial or commercial interest is not sufficient for an appeal before the Council for Permit Disputes.
• Abolishment of the allotment permit requirement.
• Expanded possibilities to deviate from old BPAs and RUPs.

According to the Action program these amendments will be translated into legislation as soon as possible. In addition, the modular permit procedure as initiated by the previous Minister of Environment Demir will also come into force shortly.

VAT:

• A ‘definitive’ regime regarding the 6% VAT rate for demolition and reconstruction as of 1 July 2025.
• New principles to determine the applicable VAT adjustment period for immovable works.
• VAT rate changes with respect to heat pumps, fossil fuel heating systems and the provision of furnished accommodation.

CIT and capital gains tax:

• Investment deduction: The rates for the increased thematic investment deduction have been harmonized to a uniform rate of 40% for both large and small enterprises. Follow-up is needed regarding when and how the attestation required for the new thematic investment deduction can be obtained. It is expected that these attestations will only be available to request by the summer, whereas normally they should be requested before the end of March.
• Capital gains tax: The government aims to introduce a new capital gains tax for the transfer of financial assets for consideration as of 1 January 2026. While the law introducing this tax still needs to be approved, only private individuals and legal entities will be subject to this tax. Given the scope of the new capital gains tax, we expect its impact on the real estate sector will be concentrated when real estate companies acquire shares from private individuals or when share option plans are granted to employees.
• Tax investigation and assessment periods: The government has changed the tax investigation and assessment periods, which previously varied between 3 and 10 years, to 3 years (base case), 4 years (for complex tax returns and late filings), or 7 years (in case of fraud). These changes apply retroactively as of assessment year 2023.