Win-Win Loan

On the date on which he or she closes a Winwin Loan, the lender must meet the following conditions:

• The lender is a natural person subject to personal income tax, as localised in the Flemish Region in accordance with Article 5/1, §2 of the Special Financing Act of 16 January 1989 and who closes the Winwin Loan outside the scope of his or her commercial or professional activities.
• The lender is not an employee of the borrower.
• If the borrower is a self-employed person, the lender cannot be the borrower’s husband, wife or legally cohabiting partner.
• If the borrower is a legal entity, neither the lender nor the spouse, the spouse or the legally cohabiting partner of the lender can be appointed or act as a director, manager or in a similar capacity within that legal entity.
• If the borrower is a company, neither the lender nor the spouse or legal cohabitant of the lender can directly or indirectly hold
  (a) more than 5% of the shares or voting rights of that company;
  (b) rights or securities whose exercise, exchange or conversion would result in exceeding that threshold mentioned in point (a).

Throughout the term of the Winwin Loan, the lender cannot be a borrower of another Winwin Loan.

On the date he or she takes out a Winwin loan, the borrower must be an SME or self-employed person with an operating seat in the Flemish Region. Activities within the social economy sector are also eligible.

An SME is an enterprise that

• employs less than 250 full-time equivalents;
• has an annual turnover of maximum 50 million euro or a balance sheet total of maximum 43 million euro;
• meets the independence criterion. That is, consolidated figures – if there is a shareholding relationship with other companies of 25% or more of the capital or voting rights – must meet the above criteria. A larger shareholding by venture capital companies, universities or non-profit research centres, however, is allowed.

Subordinated loan

The Winwin Loan is a subordinated loan in respect of both the borrower’s existing and future debts.

Term

The Winwin Loan has a term of five to 10 years. However, the possibility of early repayment can be provided for in the deed. The loan start date best falls on the day the funds are made available to the borrower, never before.

Total amount

The total amount, in principal, that a lender may lend to one or more borrowers under one or more Winwin Loans may not exceed 75,000 euros. The total amount, in principal, that a single borrower may borrow from different lenders under several Winwin Loans may not exceed 300,000 euros.

Interest

The interests are payable on the scheduled due dates. They are calculated by multiplying the balance of the Winwin loan by the interest rate stipulated in the deed. There is no derogation from the tax legislation in force regarding withholding tax. The borrower must therefore deduct withholding tax and pay it to the competent direct tax collector within 15 days of the interest due being granted or made payable. Find more information on the payment of withholding tax here (in Dutch). The interest rate may not exceed the legal interest rate in force on the date on which the Winwin Loan is concluded. It may also not be lower than half that same legal interest rate. Since 1 January 2022, the legal interest rate has been 1.50%.

Repayment options

The principal of a Winwin loan must be repaid on the scheduled due dates. There are several repayment options:

• monthly
• quarterly
• six-monthly
• annually
• one-off

Only the tables provided will be accepted for registration.

Early repayment

The lender may claim the Winwin Loan early on first demand from the borrower only in the following cases:

• In case of bankruptcy, manifest insolvency or in case of voluntary or forced dissolution or liquidation of the borrower.
• When the borrower voluntarily ceases or transfers his activity, if he is self-employed.
• If the borrower has the legal form of a company, when the company is placed under provisional administration.
• When there is a delay of more than three months in the payment of the principal and interest of the Winwin Loan.
• If the borrower is self-employed, if the borrower dies, the lender may claim the Winwin Loan from the borrower’s legal heirs on first demand

Drawing up a Winwin loan agreement

Want to draw up a Winwin loan? Go to the frequently asked questions under “How do I draw up a valid Winwin Loan?” or press the “Draw up Winwin Loan” button. In any case, keep the identity details of the lender and borrower handy.

Documents in Dutch:

Decree of 19 May 2006 on the Winwin Loan.

Decision of the Flemish government on 20 July 2006 on the implementation of the decree of 19 May 2006 on the Winwin Loan (the ‘Winwin Loan Decree’).

Flemish Government decision of 13 November 2020 recognising the COVID 19 crisis and derogating from the regulation on the Winwin loan.

You can prepare a Winwin loan online by pressing the ‘Prepare Winwin loan’ button. In the ‘lender‘ field, you may only enter the name of one person. Married couples can choose: either register the Winwin Loan in the name of either of them, or draw up two separate deeds dividing the capital of their choice with a maximum of 75,000 euros per person. The latter option also divides the tax deduction between the married couples.

The date of the signing of the deed (= the day of the online entry) and the start date of the loan preferably fall in the same year. That way, the lender can enjoy the annual tax credit from the first taxable year. If the year is different, the lender will lose the first year of the tax deduction. More information can be found in the frequently asked questions ‘What is the tax benefit for the lender?’

After entering all the details, press ‘Submit’. You can then print and save the agreement. Make the deed and repayment table in three original copies, one of which is for the lender, one for the borrower, and one for PMV. The latter copy should be delivered within three months of signing the deed to PMV, Oude Graanmarkt 63, 1000 Brussels or (preferably) via e-mail to winwinlening@pmv.eu.

Within a month of receiving the deed, PMV will check whether all conditions have been met. If so, PMV proceeds to register the deed. The lender will be notified by email or letter.

If PMV (PMV-Standaardwaarborgen nv) cannot register the deed because not all conditions are met, the lender will be notified.

PMV will only inform the lender of the registration or its refusal. If the borrower wants information about it, he or she should make mutual arrangements with the lender.

This is an example of a Winwin loan agreement (in Dutch).

No, PMV does not charge any administrative fee for Winwin Loan registration.

After submitting the application online, you have to transfer the signed deed and the signed repayment table to PMV within three months.

Please notify the Winwin Loans service as soon as possible via email winwinlening@pmv.eu or by phone. Some erroneous entries may be adjusted by us. You will then receive an adapted version of the deed and/or repayment table. You will deliver these new documents to PMV after they have been signed by the lender and the borrower. In other cases, PMV will delete the incorrectly forwarded Winwin loan from its files and ask you to resubmit the Winwin loan correctly via the website.

Possible errors include: wrong amount, wrong repayment table. A simulation of a Winwin loan agreement or repayment table cannot be registered. Enter the principal sum without a full stop before the thousands and use a comma for the decimals.

Are the deed and repayment table signed? Have you sent us the right documents (deed and repayment table), and not simulations? Is the borrower already registered in the Crossroads Bank for Enterprises or with a social cash register? Were the ceilings of outstanding amounts on the borrower’s side (€300,000) or the lender’s side (€75,000) not exceeded? Are there any Friends shares that caused the ceilings to be exceeded? Do the parties comply with all legal conditions? If necessary, we will inform you of the reason for non-registration and ask you to make the necessary adjustments.

A natural person who lives in the Flemish Region or is located there for personal income tax purposes and takes out the Winwin loan outside the framework of his or her commercial or professional activities. The lender cannot be the husband, wife or legal cohabitant of the borrower (unmarried persons and partners without a cohabitation contract can therefore grant a Winwin Loan to each other). Neither the lender nor the spouse or legally cohabiting partner may be a director, manager or exercise a similar mandate in the company receiving the loan. Neither the lender nor the spouse or legal cohabitant may hold, directly or indirectly, more than 5% of the shares or voting rights of the company receiving the loan.

All SMEs established in Flanders with an economic activity, including within the social economy sector. Companies, entrepreneurs with a CBE number, entrepreneurs without a CBE number affiliated to a social fund for the self-employed (whether or not as a secondary activity) are eligible. NPOs are also allowed if they can be considered an SME. This requires full or partial commercial activity.

The contracting parties can decide by mutual agreement. It is important that the money is effectively in the borrower’s bank account no later than the start date specified in the deed. A deposit before the stated start date (e.g. due to an investment or advance invoice) is permitted, a deposit after the entered Winwin Loan start date is not possible. On the Winwin Loan closing date, the borrower must be self-employed and have a company number (registration in the CBE), if required by legislation. To benefit from all annual tax credits, the start date of the Winwin Loan must fall in the same civil year as the date of signing the Winwin Loan Agreement

Partial early repayment will not be accepted. In principle, the registered repayment table must be complied with. If the lender and borrower decide by mutual agreement to make an early repayment, the remaining principal balance must be repaid in one go and PMV must be notified of the repayment via the website. Use the ‘Delete’ button for this purpose.

During the term of the Winwin Loan, you cannot change the repayment schedule. Random repayments are not allowed.

The interest rate when applying for a Winwin Loan is fixed for the entire term of the Winwin Loan. The maximum and minimum interest rates are published annually on PMV’s website as soon as they are known.

No. The account numbers mentioned in the deed must be used. If an account number is changed, it should be reported to the Winwin Loan Department so that the necessary adjustments can be made and reported to the tax authorities.

The borrower may only use the funds from a Winwin loan for business purposes. This means that the borrower must use the funds entirely within the scope of his or her business or professional activities, either as a legal entity or as a self-employed person, in a manner that is in the interest of the company and contributes directly or indirectly to the achievement of its corporate purpose. If the borrower is self-employed, it is in a manner that contributes primarily to the realisation of his or her business or professional activities.

The borrower may not on-lend the loan amount unless his or her social purpose consists exclusively or mainly of that activity.

If the borrower is declared bankrupt, dissolved and liquidated, is in a state of apparent insolvency or in case of a payment delay of at least three months, you can make the Winwin loan payable by registered letter or by filing a declaration of debt in bankruptcy through RegSol. Within a period of three months from this claimability, you must notify PMV by cancelling the agreement through our website, stating the reason for claimability.

The lender will receive a cancellation letter of the Winwin loan from PMV. You will keep that letter, along with proof that all or part of the principal of the Winwin Loan has been permanently lost, available to the tax authorities. Proof of final loss (capital only!) can be provided by a tax loss certificate from the trustee or liquidator and further by all means of proof permitted by common law except oaths: written evidence, evidence by witnesses, presumptions, confession of parties. It is advisable to contact your tax auditor about this first. After all, it is the taxman who must accept the evidence.

Yes, it is possible to combine the Winwin Loan with a Start Loan, Cofinancing or Cofinancing+

The borrower remains obliged to repay the Winwin loan. In the context of a contribution of the sole proprietorship, it may be possible to transfer the Winwin loan to a company to be incorporated, but we recommend contacting your bookkeeper, accountant or tax consultant and the local tax inspector before doing so.

If you have a company number and are a member of a social fund for the self-employed, you can enjoy a Winwin loan even in a secondary occupation.

Upon the death of the lender, the Winwin loan falls into the assets of the estate and the rights of the claim are transferred to the heirs. The annual tax credit of 2.50% cannot be transferred. In contrast, the right to the one-time tax credit is transferred to the heirs in the proportion that they acquired the Winwin Loan. Therefore, lender spouses or legal cohabitants may be advised to split the amount to be made available and make two Winwin Loan Agreements, each in its own name.

Only effective cash flows and bank account statements verifiable by the tax administration may be used. You can hand over a maximum of 75,000 euros in personal name as lender to the borrower through the bank account numbers included in the deed: the lender’s bank account to receive the interest and the borrower’s bank account into which the amount of the Winwin loan is deposited. Other forms of provision such as cash, shares, self-financing of the investment by the lender, payment of a purchase invoice by the lender, conversion of subordinated loans or current accounts, offsetting of debts… are not permitted.

Changes to the deed of a Winwin loan after it has been registered with PMV can only be made if they do not affect the conditions to be met. In any case, any amendment must be notified to PMV within three months.

The lender may, upon first request, make the Winwin Loan payable early from the borrower in the following cases:

1. In case of bankruptcy, manifest insolvency, or voluntary or forced dissolution or liquidation of the borrower.
2. If the borrower is self-employed and he or she voluntarily ceases or transfers the activity.
3. If the borrower is a legal entity, and that legal entity is placed under provisional administration, or
4. In case of more than three months’ delay in the payment of principal or interest repayments on the Winwin Loan.
5. In case of removal from office, due to the borrower’s non-compliance with the conditions of this decree and the decrees issued for its implementation.
6. On the death of the borrower.

PMV must be notified within three months via the ‘Delete’ button on the PMV website.

After this cancellation, the right to the one-off tax credit expires but the lender may claim the one-off tax credit in certain cases (see conditions).

The lender subject to personal income tax in the Flemish Region is entitled to a one-off tax credit if the borrower is unable to repay the Winwin loan due to bankruptcy, manifest insolvency, or voluntary or forced dissolution or liquidation of the borrower during or within six months of the loan term.

The lender will have to make the loan due and payable by registered letter or debt declaration. The lender will then receive a tax credit of 30% of the final lost capital. This proof of final loss can be provided by any common law evidence except the oath. Find out about this from your local tax inspector.

PMV does not issue annual tax certificates. Each lender receives a one-off registration letter from PMV which serves as a tax certificate and must be kept available to the tax authorities. The continuation and maintenance of the Winwin loans are to be proved by the presentation of bank account statements showing the interest received from the Winwin loans.

If the Winwin Loan start date does not fall on 1 January, for the first year one is entitled to half the tax benefit on the outstanding capital as of 31 December. The last year of the Winwin Loan, the tax benefit is half of the outstanding capital on 1 January. You can opt to already deposit the amount before 1 January and register the Winwin Loan later – within three months. PMV must then obtain a copy of the borrower’s account statement showing that the funds were received before or no later than 1 January. This must be attached to the deed.

Note: To benefit from all annual tax credits, the start date of the Winwin loan must fall in the same civil year as the date of signing the Winwin loan deed!

The deed, redemption table and registration letter must be remitted, at least kept available to the tax authorities.

For the lender, the tax benefit with a Winwin loan consists of an annual tax credit (A) on the one hand and the possibility of a one-off tax credit if the Winwin loan cannot be repaid (B) on the other. To qualify for a tax credit, the lender must be subject to personal income tax. He or she must also be a resident of the Flemish Region or be localised there for personal income tax purposes.

A. The annual tax credit

The annual tax credit is calculated based on the amounts lent by the lender under one or more Winwin Loans.

The arithmetic average of all loaned, outstanding balances according to the repayment tables on 1 January and 31 December of the taxable period is used as the basis of calculation of the tax credit provided that the repayment tables are strictly adhered to.  In the personal income tax return, the actual outstanding balances must be entered if they differ from the repayment tables. That basis of calculation does not exceed €75,000 per taxpayer.

The annual tax credit is 2.5% of the calculation basis.

The tax credit is allowed annually for the entire term of the Winwin loan.

To avoid losing the first year’s tax deduction, the start date of the Winwin Loan must fall in the same year (taxable period) as the signing of the deed. Indeed, the annual tax credit is granted from the assessment year associated with the taxable period in which the Winwin Loan was concluded. If the term of the loan starts only on 1 January 2022 and if the registration was applied for with a deed signed in 2021, the calculation of the tax benefit for the taxable period 2021 and the assessment year 2022 will be nil. This is because the Winwin loan was closed in 2021 and the right to the annual tax credit also starts in the 2021 taxable period. However, the outstanding capital on 31 December 2021 is then zero! Consequently, the first tax deduction is zero and cannot be reclaimed anymore. In this case, the lender enjoys one year less of the annual tax credit.

The annual tax credit is granted only if the lender provides the following evidence:

• A copy of the signed credit agreement of the Winwin loan and repayment table and a copy of the letter received by the lender from PMV upon registration of the Winwin loan. These documents should be kept available to the tax authorities.
• A statement of the total amount of all actual outstanding balances on 1 January and 31 December of the relevant taxable period. You must mention these in the boxes provided for this purpose in your personal income tax return for each taxable period for which you claim the annual tax credit.

The tax benefit is denied for the assessment year for which those proofs are missing or the proofs are incorrect or incomplete. It is not possible to carry forward the foregone tax benefit to subsequent assessment years. The tax benefit is forfeited from the assessment year associated with the taxable period in which the lender claims the Winwin Loan early, in which the lender dies, or in which the Winwin Loan is automatically cancelled.

B. The one-off tax credit

The lender will receive a one-off tax credit if:

• the borrower becomes insolvent during or within a maximum of six months after the term of the Winwin Loan or is in a state of manifest insolvency or voluntary or forced dissolution or liquidation
• and if, as a result, the borrower is unable to repay part or all of the Winwin Loan;
• and if the lender has made the Winwin Loan due and payable.

The basis of calculation of the one-off tax credit takes the outstanding balance of the principal amount definitively lost during the taxable period. That calculation basis shall not exceed 75,000 euros.

The one-off tax credit amounts to 30% of the calculation basis.

The one-off tax credit is granted for the assessment year associated with the taxable period in which it is established that part or all of the principal of the Winwin loan has been definitively lost.

To obtain the one-off tax credit, the lender must provide proof of final loss of principal using the evidence specified in section 340 of the Income Tax Code 1992.

Individuals who do not have to pay taxes or receive refunds according to their tax return also benefit from the tax credit. If they no longer receive a tax return, they must reapply for a tax return or enter in their electronic return the outstanding capital balances of the Winwin loan(s) as at 1 January and 31 December.

The tax benefit of a Winwin loan is completely separate from all other tax benefits. The annual tax credit of 2.50% on the average outstanding capital is deducted from taxes payable or added to the refund of taxes paid. Thus, the Winwin Loan does not affect the lender’s tax base.

The borrower is obliged to deduct withholding tax, calculated at the correct rate, from the interest due. This withholding tax must be included in a withholding tax return within 15 days of the due date and deposited with the withholding tax department of the tax office. More info about this can be found here (in Dutch).