Securities exchange: the tax deferral under Article 150-0 B

When you exchange securities as part of a public exchange offer, merger, spin-off, contribution (excluding contributions to a company you control), or consolidation, the tax deferral under Article 150-0 B applies automatically. You do not need to request it. If you do not receive any cash payment, the capital gain from the exchange is not taxed in the year of the exchange.

A cash payment changes everything. It is limited to 10% of the nominal value of the securities received. Above this limit, the entire capital gain is taxable immediately. Below this limit, the cash payment itself is taxed in the year of the exchange.

This page addresses the general case of Article 150-0 B, according to the administrative doctrine (BOFiP), in the versions cited at the end of the page. It does not address the contribution of securities to a company you control, which falls under the tax deferral of Article 150-0 B ter.

What operations are targeted?

The BOFiP targets exchange operations involving securities or equity interests: public exchange offers launched in France, mergers and divisions between companies, contributions of securities to a company subject to corporation tax, conversions, divisions and consolidations of securities.

Two situations fall outside this framework:

• The public takeover bid. It requires an immediate cash payment. The BOFiP excludes it from the deferral (BOI-RPPM-PVBMI-30-10-20-10, § 130).
• The contribution to a company controlled by the contributor. The BOFiP (French Official Tax Bulletin) states that the capital gains in question are automatically placed under a tax deferral pursuant to Article 150-0 B ter (§ 45). The tax regime is different: see the page on the conditions for the contribution.

The BOFiP also deals with contributions to a company established outside France (§ 80 to 100). It sets out specific conditions, which this page does not detail.

The date of the exchange

For a merger or division, the triggering event is "the date of the last general meeting that approved the transaction agreement". For a contribution, it is "the date of approval of the contribution agreement by the beneficiary company" (§ 360).

The condition for the equalization payment: 10 % of the nominal value

The cash payment is the sum of money you receive in addition to the securities. The deferral applies if the amount of the cash payment received does not exceed 10% of the nominal value of the securities received (§ 270).

An example from the BOFiP (French Official Tax Bulletin): a cash payment of €100, for securities received with a total nominal value of €2,000, represents 5 % of that nominal value. The transaction is eligible for deferral (§ 340).

What happens during the exchange year

The clarification regarding cash payments applies to exchanges carried out from January 1, 2017: the portion of the capital gain corresponding to the cash payment received is taxed in the year of the exchange (BOI-RPPM-PVBMI-30-10-20-10, § 300). For exchanges prior to this date, "the deferral of taxation applies to the entire capital gain from the exchange.".

The statement

The practical guide to income tax 2026 (income 2025, p. 145) distinguishes between two cases:

• Cash payment of 10 % or less : the amount of the equalization payment is declared on line 3VG of form 2042 C. The deferred capital gain does not have to be declared.
• Cash payment exceeding 10 % : the capital gain is taxable immediately; it is declared on line 3VG, with a 2074-I.

The details of 2074 are covered on another page.

The suspension does not eliminate the capital gain

The BOFiP (French Official Tax Bulletin) states it clearly: the provisions of Article 150-0 B "are not intended to permanently exempt the net gain from exchange" (§ 70). The capital gain is deferred, not eliminated.

Upon the disposal of the securities received, the gain is "calculated based on the price or acquisition value of the securities surrendered in the exchange" (§ 90). This price is reduced by any cash payment received that was not taxed in the year of the exchange (§ 120). If the cash payment was fully taxed, the acquisition price remains unchanged (§ 100).

Except for deferred payments, the BOFiP uses as the acquisition price of the securities subsequently transferred "their value on the date of the exchange" (BOI-RPPM-PVBMI-20-10-20-10, § 290).

This ends the suspended sentence or erases it

• The transfer of the securities received : the gain is then calculated as above.
• The free transfer : the BOFiP writes that "the net gain in deferred tax is definitively exempt from income tax in the event of transfer free of charge", subject to article 150 duodecies of the CGI (§ 80).
• Transferring tax residence outside of France For securities falling within the scope of paragraph I of Article 167 bis of the French General Tax Code (CGI), the deferral is terminated (§ 220). The taxation procedures are referred to in BOI-RPPM-PVBMI-50-10. See the page on exit tax.
• The change in the tax regime of the beneficiary company : the change from corporate tax to partnership tax regime constitutes a taxable event (§ 230).

Numerical example (fictitious profile)

Situation. Hélène holds 1,000 Class A shares, acquired in 2019 for €120,000. In 2026, an exchange transaction results in her receiving 1,000 Class B shares, with a total par value of €300,000, and a cash payment of €15,000. As in the examples provided by the BOFiP (French Official Tax Bulletin), the exchange value of the Class B shares is assumed to be equal to their par value. Hélène remains subject to the flat tax rate (PFU), without opting for the progressive tax scale.

Issue. Is the exchange taxable in 2026, and on what basis will the subsequent transfer be calculated?

Strategy. Apply the BOFiP method: exchange sale price = value of securities received + cash payment; gross capital gain = sale price less acquisition price; test of the threshold of 10 % of the nominal value.

Result.

In the first scenario, Hélène sells her B shares for €420,000. Since the cash payment has been fully taxed, the acquisition price remains at €120,000: the gain is €300,000. This includes the €180,000 that was previously deferred and the €120,000 increase resulting from the exchange. It is taxed in the year of the sale, according to the rules in effect that year.

The profile is fictitious. The amounts and dates are hypothetical. The rate of 31.4% (12.8% income tax and 18.6% social security contributions) is the rate indicated in the 2026 Income Tax brochure and on the page "Sales of Securities" for capital gains on securities; it applies to the actual year of the transaction. The calculation does not take into account capital losses, tax brackets, or other elements of your tax return.

What changes depending on your situation

• The amount of the equalization payment compared to the nominal value, book value or net asset value of the securities received.
• The nature of the operation : public exchange offer, merger, spin-off, contribution, conversion, consolidation. A public takeover bid is not included.
• The contributor's control of the beneficiary company, which shifts the case to article 150-0 B ter.
• The date of the exchange, particularly before or after January 1, 2017.
• Your projects : transfer of received securities, gratuitous transfer, departure from France.

The rule depends on your situation. No results are guaranteed.