In summary…
For a contribution-sale transaction, don't look for just one advisor: seek three professionals who communicate effectively and a five-year timeframe. The tax lawyer secures the contribution (holding company control, cash payment, tax returns), the accountant manages the holding company's accounts and its financial statements, and the wealth management advisor structures and monitors the reinvestment. For any sale of the contributed securities carried out from [date] onwards... February 21, 2026, the holding company must commit to reinvesting at least 70% of the price (60 % before) within a period of three years (two before). Dismiss any advisor who still cites 60 % and two years.
Balmont Conseil is a firm not independent In the regulatory sense: he receives commissions on the contracts signed, and can also charge a tailor-made mission at €500 including VAT per hour.
Many managers arrive with a rule learned before 2026. However, Law No. 2026-103 of February 19, 2026, the Finance Law for 2026, changed the figures for the regime under Article 150-0 B ter of the French General Tax Code (CGI). An advisor working with the old thresholds prepares a reinvestment that is too small and too quickly forgotten.
1. The mechanism, and what changed on February 21, 2026
A tax deferral, not an exemption.
You contribute your shares to a holding company that you control. The capital gain is declared in the year of the contribution, but The tax is deferred.. The deferral continues as long as the holding company retains the shares or commits to reinvesting the proceeds of a sale according to the rules below. Control is defined as a majority of voting rights or rights to profits; it is presumed at 33.33% of the rights if no other shareholder holds more (BOFiP). If you receive a cash payment exceeding 10% of the nominal value of the shares received, the entire capital gain is taxed immediately.
The four figures to check with any advisor
| Ruler | Sale before 21/02/2026 | Sale starting from 21/02/2026 |
|---|---|---|
| Portion of the price to be reinvested | 60% | 70% |
| Time limit for reinvestment (from the date of sale) | 2 years | 3 years |
| Preservation of assets from direct reinvestment | 1 year | 5 years |
| Donation of the securities received: transfer by the donee | 5 years | 6 years |
This is the date of sale It is the securities contributed that matter, not the date of the contribution. A contribution made in 2022 whose sale takes place in 2027 falls under the new rules. Details are in Contribution-sale: what changes since February 21, 2026, the conditions of the contribution in Tax deferral 150-0 B ter: conditions of the contribution.
Specifically. Example calculation, not a real case: the holding company sells the contributed shares for €2,000,000. The commitment covers 70 % shares, or €1,400,000, compared to €1,200,000 under the old rule of 60 % shares. This means an additional €200,000 to be invested, with a five-year holding period instead of one year for directly acquired assets.
If the holding company sells, buys back, repays or cancels the contributed securities within three years of the contribution, The deferral ends unless there is a commitment to reinvest. After three years, a sale of the contributed securities no longer terminates the deferral; it can also end following an event affecting the holding company or the contributor, such as the sale of the holding company's securities (BOFiP, version of 27/08/2026).
2. Reinvestment: what the holding company can buy
The BOFiP (French Official Tax Bulletin) identifies four reinvestment options, all to be carried out by the holding company itself:
| Way | What is being targeted |
|---|---|
| Operating assets | Durable operating assets, allocated to an eligible activity |
| Takeover | Acquisition of securities giving control of an eligible company; passive holding companies are excluded. |
| Cash subscription | Creation or increase of capital of an eligible company |
| Private equity funds and companies | Units of FCPR, FPCI, SLP or SCR funds, with an investment quota of 75 % for funds established from 29/12/2023 onwards, to be respected within five years |
Excluded are financial activities, the management of one's own movable or immovable assets, construction for sale or rent, and real estate activities. The 2026 law further narrowed the scope of eligible activities: each project must be validated in writing. before to sign, not after. For a holding company that keeps its surplus in cash, see invest the surplus cash of its holding company.
3. Who does what: tax lawyer, chartered accountant, wealth management advisor
In the texts consulted, no profession is designated for the contribution-sale. It is therefore a division of tasks, and here is the one we recommend.
| Professional | What he does in a contribution-sale | What you ask him |
|---|---|---|
| Tax lawyer | Verifies the holding company's control, the cash payment, and the contribution date; drafts the contribution agreement; and confirms in writing that a reinvestment is eligible. | A dated note on the audit, the cash payment, and each planned reinvestment. |
| Chartered Accountant | Maintains the holding company's accounts; prepares the certificates attached to its annual tax return; keeps proof of ownership | The list of certificates to be produced, with a date for each one |
| Wealth advisor | Calculates the price to be reinvested (70 %), chooses the investments, links the holding company to the rest of the assets, maintains the five-year schedule and coordinates the other two | A single schedule with a designated person responsible for each deadline |
The wealth advisor does not draft the contribution or the tax returns. Their job is to know where the money is invested, when, and for what holding period. Our firm works with a network of international notaries, lawyers, and accountants; if you already have your own, we will coordinate with them. See How a firm works with your notaries and accountants and Selling your business: which advisor to choose.
4. Declarations, year by year
- Year of contribution: capital gain calculated on form 2074-I, attached to form 2074; the portion carried forward appears on form 2042 (line 8UT, with form 2042 C).
- Each year of the postponement: Line 8UT of form 2042 shows the total of deferred capital gains.
- In the event of an incident within three years of the contribution: It is recorded in the monitoring report (2074-I), even if the holding company commits to reinvesting. The holding company attaches to its annual declaration a certificate (nature and date of the event, number of securities, price, commitment).
- Each year of reinvestment: The holding company attaches a certificate (amount, nature, date) and sends a copy to the contributor.
- At the request of the administration: The contributor shall provide, within 30 days, a certificate from the holding company confirming that it is aware that the securities carry a deferred capital gain.
For the technician. General Tax Code, Article 150-0 B ter, amended by Article 11 of Law No. 2026-103 of February 19, 2026 (BOFiP, ACTU-2026-00099). BOI-RPPM-PVBMI-30-10-60-10 guidance, version of August 10, 2026: audit (paragraphs 100 and 110), balancing payment (paragraphs 80, 150 and 160). BOI-RPPM-PVBMI-30-10-60-20, version of August 27, 2026: events within three years (paragraph 50), 70 % commitment (paragraph 70), five-year holding period (paragraph 90), reinvestment options (paragraphs 100 to 230), end of deferral and interest (paragraph 270). BOI-RPPM-PVBMI-30-10-60-40, version of 10/08/2026: declarations (§ 10, 50 and 120 to 180).
5. A typical calendar and the pitfalls
Example calculation, not a real case: contribution on March 1, 2025, sale of the securities contributed by the holding company on June 15, 2027.
| Date | Event | Ruler |
|---|---|---|
| March 1, 2025 | Contribution to the holding company | Capital gain declared on form 2074-I, deferred |
| June 15, 2027 | Sale by the holding company, within three years of the contribution | Commitment to reinvest 70 % of the prize; event recorded in the monitoring status |
| January 10, 2028 | Purchase of an operating asset (hypothesis) | The five-year retention period begins, calculated from the date of registration as an asset. |
| June 15, 2030 | End of the reinvestment period | Three years from date to date after the sale |
| January 10, 2033 | End of the holding period for this asset | Five years after being listed as an asset |
- Sell within three years without obligation: The deferral ends and the capital gain is taxed.
- Place in an excluded asset (financial activity, real estate, management of one's own assets): reinvestment does not count, the deferral ends and late payment interest accrues from the date of the contribution.
- Resell the asset before five years: The postponement ends in the year in which the condition ceases to be met.
- Forgetting the 75 % quota of a fund: It is verified after five years, otherwise the deferral ends that year.
- Applying the 2024 rules to a 2027 sale: The date of sale determines the applicable tax regime.
- Leave the holding company's certificates without a responsible party: They must be attached for each relevant year.
When the deferral ends, the tax base is calculated according to the rules of the year of the contribution, and social security contributions are due at the rate of the year of the contribution. See also end of the tax deferral on a contribution of securities.
Our position
The tax advantage gained on paper, before the sale, is lost within five years. A firm that only talks about tax deferral isn't protecting you. Demand three things in writing: the figures applicable to a sale after February 21, 2026, the list of reinvestments approved by your lawyer, and the name of the person preparing each certificate for the holding company. Ask everyone these questions, including us.
Frequently asked questions
My contribution dates from before 2026: what rules apply?
This depends on the date of sale of the contributed securities. A sale carried out from February 21, 2026 onwards falls under the rule at 70 %, three years and five years, even if the contribution is old (BOFiP, ACTU-2026-00099).
Can the holding company purchase rental properties with the proceeds from the sale?
No, not to satisfy the commitment: the BOFiP excludes the management of one's own real estate assets, including furnished rentals, and real estate activities.
Who prepares the holding company's certificates?
The holding company attaches them to its annual tax return and sends a copy to the contributor. No specific professional is required; the simplest approach is to entrust this task to the holding company's accountant, in writing.
Are you preparing a contribution-sale?
The first exchange is free, in Lyon or by videoconference: bring the date of the contribution, the envisaged selling price and the name of your lawyer and your accountant.
Book an appointment
The initial consultation is to establish your exact situation and determine if there is anything that can be done—sometimes there is nothing, and we will say so as well. Thirty minutes, with no obligation.
Book an exchange with Balmont Conseil
Alexis Sagnier, financial and real estate investment advisor, insurance broker, AMF certified. ORIAS 13003497. Updated on 24/10/2026.
Official sources consulted
- BOFiP — ACTU-2026-00099 of 10/08/2026, adjustments to the tax deferral 150-0 B ter (law no. 2026-103, art. 11)
- BOFiP — BOI-RPPM-PVBMI-30-10-60-10, conditions for application of the deferral (version of 10/08/2026)
- BOFiP — BOI-RPPM-PVBMI-30-10-60-20, methods of taxation of deferred capital gains (version of 27/08/2026)
- BOFiP — BOI-RPPM-PVBMI-30-10-60-40, reporting obligations (version of 10/08/2026)
