Contribution of securities: specific cases of tax deferral (150-0 B ter)

The deferral of taxation on a contribution of securities (Article 150-0 B ter of the French General Tax Code) does not lapse with each transaction involving your securities. A new contribution or exchange maintains the deferral. The merger of the issuing company of the contributed securities with the receiving company, within three years of the contribution, also maintains it. A gift of full ownership of the received securities permanently exempts the donor and, under certain conditions, transfers the deferral to the recipient.

However, in a chain of transactions, an expiring deferral triggers the expiry of all previous deferrals. And the recipient is bound by a 6-year period, or 11 years in the case of an investment.

This page covers successive contributions, the absorption or judicial liquidation of the issuing company, mergers and divisions, and gifts. It does not cover the conditions of the contribution, the complete list of termination events, the tax rate at expiration, or activities eligible for reinvestment. It follows the BOFiP (versions of August 10, 2026 and August 27, 2026).

Cases in a table

Contributions or successive exchanges

You contributed your shares to a first holding company and received shares from that holding company. You then contribute them to a second company, or exchange them.

The BOFiP (French Official Tax Bulletin) states that "the deferral of capital gains tax mentioned in paragraph I of this article is maintained" (§ 40). The deferral is maintained: the capital gain is not taxed at this time.

The new contribution also falls under 150-0 B ter. The BOFiP maintains the deferral established for the previous contribution (§ 80). The termination events continue to apply: sale, repurchase, redemption, or cancellation of securities received in exchange for the last contribution (§ 60), with the 3-year period for contributed securities and the exception of reinvestment of 70 % of the proceeds from the sale (§ 80). These are detailed on the page dedicated to the termination of the deferral.

The new contribution falls under Article 150-0 B (exchange with tax deferral). The BOFiP also maintains the deferral here (§ 90). It expires in the event of the sale of the securities resulting from this transaction, or in the event of the sale, within 3 years, of the securities from the previous contribution, subject to the reinvestment of 70 %.

The chain: one postponement that expires triggers the others

This is the point to check before transferring shares from one company to another. The BOFiP states that "each tax deferral established in this chain and which expires also causes the expiry of previous deferrals" (§ 100).

Each year, you must include on the income tax return the amount of all capital gains subject to tax deferral, line 8UT of form 2042 (BOI-RPPM-PVBMI-30-10-60-40, § 40).

The issuing company is absorbed or dissolved after judicial liquidation

Another restructuring may affect the company whose shares you contributed: it is absorbed, or it is dissolved following a judicial liquidation.

• Absorption. According to the BOFiP (French Official Tax Bulletin), "the deferral of taxation is maintained when the company issuing the contributed securities is absorbed" (§ 250), "within three years of the contribution, by the company receiving that contribution." Two conditions must be met: the absorption must occur within three years of the contribution, and the acquiring company must be the company receiving the contribution.
• Judicial liquidation. The BOFiP (French Official Tax Bulletin) allows for the carry-forward of capital gains upon the dissolution of the issuing company following judicial liquidation, "in the absence of any liquidation surplus" (§ 250). When a surplus exists, the carry-forward is maintained only if the beneficiary company undertakes to reinvest its share of the surplus, under the conditions outlined in paragraphs 70 et seq. of the BOFiP. This page does not detail these conditions.

This paragraph only deals with judicial liquidation. For other forms of dissolution, please consult the BOFiP text.

Mergers and splits: another regime

Mergers and divisions between companies are not covered by Article 150-0 B ter. The BOFiP maintains them within the scope of Article 150-0 B (BOI-RPPM-PVBMI-30-10-60-10, § 10).

If the cancellation of the received securities results from a transaction subject to tax deferral, such as a merger or division, the BOFiP (Official Bulletin of Public Finances) refers to its comments on specific cases. This page does not detail this case.

The gift of the securities received

Freehold

You are giving full ownership of securities received as consideration for the contribution, the capital gain on which is deferred. The BOFiP states that you are "definitively exempt from income tax and social security contributions on this capital gain" (§ 120).

The deferral is transferred to the donee, in proportion to the securities transferred, if the conditions of paragraph II of Article 150-0 B ter are met. These conditions are not detailed here.

With split of ownership

For a gift of bare ownership or usufruct, the BOFiP (French Official Tax Bulletin) stipulates that the portion of the deferred capital gain corresponding to the split right transferred free of charge is definitively exempt (§ 130). The portion corresponding to the right you retain remains deferred.

What the donee must respect

The recipient of the deferred capital gain is reclaimed. The BOFiP (French Official Tax Bulletin) calculates it in principle on the date of the contribution, taking into account the donor's holding period and the tax rate applicable in the year of the contribution (§ 170). It also provides for adjustments, particularly for acquisition costs incurred free of charge, which are not detailed here.

The recipient is bound by a time limit. According to the BOFiP (Official Bulletin of Public Finances), the 2026 Finance Law increased the minimum holding period for transferred securities to six years, or eleven years in the case of an investment (§ 150). Previously, it was five years, or ten years in the case of an investment (as of August 10, 2026). These periods apply to transfers of contributed securities made on or after February 21, 2026.

If the company receiving the contribution sells the contributed securities, the 3-year period is calculated from the contribution made by the donor (§ 210).

The statements

The donor must indicate on form 2074 for the year of the transfer the identity and address of the recipient, the date, the number of shares, and the amount of the deferred capital gain. If the gift occurs within 3 years of the contribution, the donor must also inform the company receiving the contribution (BOI-RPPM-PVBMI-30-10-60-40, § 100).

The donee who controls the issuing company of the transferred securities shall include on his overall income tax return the amount of the deferred capital gain, in proportion to the transferred securities (BOI-RPPM-PVBMI-30-10-60-30, § 140).

Numerical example (fictitious profile)

Situation. Marc contributed his company's shares to his holding company on June 10, 2024. The deferred capital gain is €600,000. On September 15, 2026, he transfers full ownership of all the holding company shares he received in exchange to his daughter.

Issue. What happens to Marc's €600,000 capital gain, and until when is his daughter bound by a deadline?

Hypotheses. We assume that the conditions of II of Article 150-0 B ter are met, that there are no prior events on the securities and no cases of exemption from § 190.

Strategy. Refer to the BOFiP timetable: a 3-year period from the contribution, a 6-year period (or 11 years in the case of an investment) from the transfer. Two transfers by the donee are compared: March 20, 2031 and March 20, 2033.

Result.

The example does not quantify the tax. The dates and amounts are hypothetical in this hypothetical scenario: they illustrate the timeline and do not reflect your actual situation.

What changes depending on your situation

• The number of transactions already carried out on securities, their nature and their date.
• The fate of the company whose shares you contributed : absorption (by which company, on what date in relation to the contribution), dissolution after judicial liquidation, existence or not of a bonus.
• The gift method : full ownership or split of ownership, share of securities transferred.
• The donee's project : sale, contribution, departure from France, investment.
• The date of each event, compared to February 21, 2026 and the deadlines of 3, 6 and 11 years.

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