The guide to contribution-sale (Art. 150-0 B ter) – strategy, reinvestment and optimization

Case studies

Selling one's business is often the culmination of a lifetime of work. However, without planning ahead, the capital gains tax This can reduce the proceeds of the sale by up to 30% (% - Flat Tax). For entrepreneurs wishing to reinvest their capital in new projects, this tax burden is a major obstacle to capital accumulation.

The device of’contribution-sale, governed by the’Article 150-0 B ter of the General Tax Code (CGI), offers a solution of formidable efficiency: it allows the capital gains tax to be deferred, provided that part of the proceeds from the sale are reinvested in the real economy.

This in-depth guide deciphers the workings of this mechanism, its strict constraints and its strategic use to transform a business sale into a lever for wealth growth.

What is the contribution-transfer scheme (150-0 B ter)?

The contribution-sale is a two-step operation that allows the taxation of capital gains realized on the sale of company shares to be deferred.

The technical mechanism

Instead of selling your securities directly to a buyer, you bring prior to a holding company that you control.

The Contribution: The capital gain realized upon this contribution is subject to a tax regime of automatic tax deferral. You do not pay any tax at this stage.
The Transfer: The holding company then sells the shares to the final buyer. If this sale occurs more than 3 years after the contribution, the deferral is maintained unconditionally. If it occurs less than 3 years After the contribution, the holding company must reinvest at least 60 % of the proceeds from the sale in an eligible economic activity.

Why differentiate between 150-0 B and 150-0 B ter?

Article 150-0 B concerns simple share exchanges (mergers, spin-offs) without reinvestment requirements, but does not allow for the recovery of liquidity for other projects.
Article 150-0 B ter This is specific to contributions to a holding company controlled by the contributor. It is the preferred tool for the manager who sells their operating company to begin a new investment cycle.

Tax advantages: Why choose this scheme?

The main interest is the maintaining the integrity of the capital.

Imagine a capital gain of €5,000,000.

Without contribution-sale: After Flat Tax of 30 %, you have $5\,000\,000 \times (1 - 0.30) = 3\,500\,000 \text{ €}$ left to reinvest.
With contribution-sale: You have full access to 5 000 000 € within your holding company to generate new returns.

Additional benefits:

Gross market capitalization: You are making money that should have been paid in taxes grow.
Transmission optimization: In the event of a gift of the holding company's shares, the tax deferral can, under certain conditions, be passed on to the donees, or even permanently cancelled if they keep the shares for 5 to 10 years.

Eligibility requirements: Who can benefit?

To benefit from the tax deferral, several cumulative conditions must be met:

A. Control of the holding company

The contributor (the manager) must control the holding company after the contribution. This control is characterized if the contributor holds a majority of the voting rights or profit rights, alone or with their family group.

B. The nature of societies

The company contributed: It must be subject to Corporation Tax (CIT) or an equivalent tax.
The beneficiary holding company: It must also be subject to corporate income tax. It can be located in France, in an EU member state, or in a state that has concluded an administrative assistance agreement with France.

C. The timeline of the operation

The contribution must absolutely take place Before the signing of the final deed of sale of the shares of the operating company. Anticipation is the key word here.

The crucial rule of reinvestment (the "Reinvestment")

This is the major point of concern. If the holding company sells the shares contributed to the 3 years Depending on the contribution, it has an obligation to reinvest part of the sale price.

The quota of 60 %

The holding company must reinvest at least $60\%$ of the proceeds from the sale. This amount is calculated on the total sale price, and not solely on the capital gain.

$$ Amount to reinvest = Sale price × 0.60$$

The 2-year period

The holding company has a period of 24 months from the date of the sale to carry out this reinvestment. During this period, the funds can be placed in temporary investment vehicles (fixed-term accounts, money market funds), but these investments do not constitute eligible reinvestment.

Where to reinvest? Eligible activities

Reinvestment must be in an "economic activity". Activities involving the management of one's own movable or immovable assets are excluded (simple management of a financial portfolio or unfurnished rentals are prohibited).

The 3 reinvestment pathways:

Direct investment: Creation or takeover of a commercial, industrial, craft, professional or agricultural business.
The capital increase: Subscription to the capital of an operating company subject to corporate income tax.
Private Equity (Eligible Funds): Subscription to private equity fund units (FPCI, (FCPR, SLP) which comply with investment quotas in European SMEs. This is often the preferred solution for managers wishing to delegate management.

Risks and limitations: Pitfalls to avoid

The 150-0 B ter scheme is powerful but fragile. The tax authorities are closely monitoring these operations.

The questioning of the postponement

The tax deferral becomes immediately due (resulting in the tax and late payment interest becoming payable) if:

The quota of 60 % is not reached within 24 months.
The securities received in exchange for the reinvestment are sold too soon.
The holding company is being liquidated.

The risk of abuse of rights

The administration may reclassify the transaction if it considers that the contribution had only one purpose exclusively tax. To protect against this, the holding company must have real economic substance and the reinvestment project must be consistent with a development strategy.

The exclusion of furnished rentals

Warning: For some years now, reinvestment in activities of furnished rental (LMNP/LMP) is excluded from the scheme, unless it is accompanied by significant para-hotel services.

Case Study: The Strategy of Marc, an SME Manager

Situation :

Marc, 55, owns a logistics company he founded 20 years ago. The shares are valued at €4,000,000 (almost a full capital gain). He wants to sell to finance new PropTech projects and diversify his assets.

The problem :

If he sells directly, Marc will have to pay €1,200,000 in flat tax. He will only have €2,800,000 left for his new projects.

The "Balmont" Strategy:

Month M-3: Creation of a holding company "Marc Patrimoine". Marc contributes his shares to the holding company. The capital gain of €4 million is deferred for tax purposes.
Month M: The holding company is selling the shares of the logistics company for €4,000,000.
Month M+12: Marc identifies his reinvestment targets.
1. He invests 1 500 000 € (37.5 %) in a capital increase of a startup specializing in automated warehouses.
2. He invests 1 000 000 € (25 %) in an eligible Private Equity fund (FPCI).
3. Total reinvested: €2,500,000 (i.e. 62.5 % of the proceeds from the sale).

The remainder: The remaining €1,500,000 (40 %) is freely invested by the holding company in assets of its choice (real estate, bonds, etc.).

Expected result:

Marc saved €1.2 million in immediate tax cash outflows. His total capital is working for him. He has diversified his assets while remaining an active participant in the real economy.

Summary Table: Tax Relief Levers 2026

Characteristic	Direct sales	Contribution-Transfer (150-0 B ter)
Immediate taxation	Yes (30%)	No (Tax deferral)
Available capital	70%	100%
Reinvestment obligation	None	Product code 60% (if sold within 3 years)
Reuse period	N / A	24 months
Reinvestment vehicles	Free	Economic activities / FPCI
Transmission	Standard inheritance rights	Possibility of transmitting the report

Conclusion: The importance of professional support

Article 150-0 B ter is the reference tool for any manager wishing to optimize their "exit". However, the strict timetable and the complexity of the reinvestment criteria leave no room for improvisation.

An error in drafting the articles of association of the holding company, a delay of a few days in reinvestment, or the choice of an ineligible fund can transform a tax opportunity into an administrative and financial nightmare.

Balmont Conseil We support you at every stage of this transformation:

Preliminary audit and structuring of the holding company.
Selection of reinvestment vehicles (Private Equity) that comply with the requirements of 150-0 B ter.
Coordination with your usual advisors (tax lawyers, notaries) to secure the transaction.

Balmont's Eye: Don't see the sale of your business as an end, but as the beginning of a new era in management. The sale-contribution process is the bridge that allows you to transition from being a business owner to a savvy wealth investor.

Next step for you

Would you like us to carry out a pre-sale audit to precisely quantify the benefit of the 150-0 B ter scheme in your situation?

Note: This guide is provided for educational purposes. Tax regulations are subject to change (LFR 2026). Only a personalized study can confirm the feasibility of the transaction.

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