Contribution-sale (150-0 B ter): what has changed since February 21, 2026 and how to adapt

For transfers of contributed securities made on or after February 21, 2026, the tax deferral under Article 150-0 B ter remains in effect if the company commits to reinvesting at least 70 % of the proceeds from the transfer within 3 years. Previously, it was 60 % within 2 years. The reinvested assets must be held for at least 5 years. A company leaving France terminates the deferral.

This page does not re-explain the contribution-sale mechanism. It addresses what has changed and how to adjust an ongoing project.

Four-line summary

The tax deferral applies to capital gains on contributions of securities made by individuals who are tax residents of France. The company receiving the contribution must be controlled by the contributor, with control assessed at the date of the contribution. If the company sells, repurchases, redeems, or cancels the contributed securities within three years of the contribution date, the deferral ends, unless there is a commitment to reinvest. After three years, the deferral continues until another event occurs.

What has changed: the essentials in a painting

The source of these rules is the finance law for 2026 (law no. 2026-103 of 19 February 2026, article 11), commented on by the administration in the BOFiP.

How to adapt to it, point by point

The date of transfer determines the applicable regime

The determining factor is the date of the transfer of the contributed securities, not the date of the contribution itself. A transfer completed on or after February 21, 2026, falls under the new rules. Consequently, a transfer completed before that date remains subject to the old regime, with a 60% tax rate and a 2-year holding period. For any planned future transfer, the completion date is therefore a parameter to consider now.

The amount to be raised increases

The threshold relates to the proceeds from the sale. Increasing from 60 % to 70 % equates to allocating ten additional points. On proceeds of €2,000,000, the commitment increases from €1,200,000 to €1,400,000, meaning an additional €200,000 must be reinvested.

The timeline is getting longer, and so is the downtime.

The three-year period allows more time to find and structure the reinvestment. In return, the acquired assets must be held for at least five years, calculated from their initial recording as a company asset. The required holding period for direct reinvestment thus increases from one year to five years.

Transfer of securities: a longer delay

When securities received as a contribution are transferred by gift, the deferral expires if the recipient sells them within 6 years of their acquisition. Previously, it was 5 years. For a family planning to gift the securities and then resell them, this additional period must be factored into the timeline.

A departure from France puts an end to the postponement

Transferring tax residence outside of France terminates the deferral. The capital gain is then taxed at the rate that would have applied in the year of the contribution. Therefore, a plan to move abroad and a plan to contribute and sell assets must be considered together before any decision is made regarding the departure date or the date of the sale.

What this page does not resolve

Two issues require further review of the file before any decision is made.

• The nature of the assets in which to reinvest. It is not discussed here.
• The combination with other rules related to departure from France. It is not discussed here either.

Numerical example (fictitious profile)

Situation. Marc, 54, a manager, contributed his company's shares to his holding company on May 12, 2024. The holding company plans to sell the stake for €2,000,000 on December 15, 2026.

Issue. Marc is aware of the previous rule: reinvest 60 % within 2 years. The sale falls after February 21, 2026, and takes place within 3 years of the contribution, i.e., before May 12, 2027. The deferral therefore ends unless there is a commitment to reinvest, and the new threshold applies.

Strategy. Restart the project based on the new rules: amount to reinvest, timeline, retention period. Also verify that neither a departure nor a donation is planned during this period.

Result. The commitment covers 70 % units worth €2,000,000, i.e. €1,400,000, This represents an increase of €200,000, compared to €1,200,000 under the previous system. Reinvestment must occur within three years of the sale, therefore no later than December 2029. Assets acquired through direct reinvestment must then be held for at least five years.

The figures in this example are fictitious. They serve to illustrate the mechanism.

What changes depending on your situation

• The date of your transfer compared to February 21, 2026.
• The age of the contribution : a sale within 3 years of the contribution puts an end to the deferral unless there is a commitment to reinvest; beyond that, the deferral continues until another event.
• A plan to leave France, which puts an end to the postponement.
• A donation of the securities received, with a 6-year period for the donee.
• Your control situation over the company receiving the contribution.