A few weeks ago, a client contacted me with a classic but critical problem. He had just received an offer to buy his cybersecurity company for 8 million euros. His plan? To move to Italy to take advantage of the tax regime. neo-resident. His question was simple:
«"Alexis, if I sell today, I pay 30 % in France. If I wait until I'm in Italy, what do I pay? And above all, how do I reinvest without giving everything to the tax authorities?"»
This is where wealth management engineering becomes truly meaningful. The contribution-sale arrangement is not just a deferral tool; it's a framework for freedom. But to prevent this freedom from turning into a tax audit, the integration with expatriation must be meticulously planned. Balmont Conseil, As the first AI-enhanced wealth management firm, we model these trajectories so that your sale is not an end, but a capitalized new beginning.
The contribution-sale to a holding company (article 150-0 B ter of the General Tax Code) coupled with a expatriation is the central diagram of the’executive wealth management transferor.
This strategy involves transferring the shares of the operating company to a holding company controlled by the executive, allowing three years for the holding company to sell the transferred shares, and then transferring the executive's tax residence. The capital gain on the contribution remains subject to deferral of taxation until the holding company's shares are themselves sold or the executive triggers a condition that ends the deferral period.
The scheme combines three advantages: tax deferral, capitalization in a corporate tax-advantaged envelope, and flexibility of exit strategy depending on the host country.
Schema architecture
Step 1: Establishment or use of a controlled French holding company
There holding must be controlled by the manager as defined in the’Article 150-0 B ter II of the French General Tax Code (CGI) : majority of voting rights, or majority of profits, or exercise of decision-making power. Control can be assessed individually or with one's family group.
Step 2: Transfer of shares of the operating company to the holding company
The contribution is remunerated by new shares issued by the holding company. The contribution value is freely determined by the parties, within the limit of the market value (otherwise, there is a risk of reassessment for insufficient net assets). An auditor is appointed to value the contributions if the holding company is a simplified joint-stock company (SAS) or a public limited company (SA).
Step 3: Declaration of the capital gain on contribution on form 2074-I.
The capital gain (difference between the contribution value and the initial acquisition price of the contributed securities) is calculated but placed under a tax deferral scheme (Article 150-0 B ter I CGI).
Step 4: Passage of the three-year period before transfer by the holding company.
During this period, the holding company retains the operating shares. The manager continues to manage the operating company and may receive dividends through the holding company (parent-subsidiary regime, exemption of 95% of % subject to conditions, article 145 of the French General Tax Code).
Step 5: Sale of operating shares by the holding company after three years
The deferral is maintained without any reinvestment requirement. The holding company receives the proceeds from the sale and holds them in cash or in financial investments.
Step 6: Expatriation of the executive
The French holding company becomes a French company whose shares are held by a non-resident. The manager receives his income under the non-resident tax regime (withholding tax on dividends according to the bilateral agreement).
The condition of reinvestment of 60 % in the event of sale within three years
If the holding company sells the contributed securities less than three years after the contribution, it must reinvest at least 60 % of the proceeds from the sale in an eligible economic activity within two years of the sale. Otherwise, the tax deferral is forfeited and the capital gain becomes taxable at the flat tax rate (30 %) plus late payment interest.
Eligible activities: subscription to the capital of SMEs eligible for IS, acquisition of a fully operational company, financing of permanent operating resources, subscription of units or shares of FCPR, FPCI, or SCR.
Excluded activities: assurance-vie, securities accounts, SCPIs except for professional asset management, non-professional rental real estate, enjoyment assets (secondary residences, art, vehicles).
End of the deferral: when taxation becomes effective
- Sale of holding company shares by the manager The deferral expires and the deferred capital gain becomes taxable, added to the new capital gain from the sale of the holding company's shares. Applicable tax regime: that in force on the date of the sale.
- Transfer of the executive's tax residence outside of France The deferral applies to the portion of the deferred capital gain that has not yet been sold. The tax is payable immediately, but benefits from the deferral exit tax (article 167 bis CGI) if the conditions are met.
- Gift to a member of the tax household who remains a resident: Donating the securities to a descendant or spouse maintains the deferral of taxation in the hands of the donee for a period of five years. If the donee retains the securities for this period, the deferral is extinguished.
- Gift to a person outside the tax household: The deferral expires and the capital gain becomes taxable in the name of the donor.
- Death of the taxpayerThe deferral period has ended. The heirs receive the securities with a reassessed acquisition value as of the date of death. No tax is due on the deferral period.
- Liquidation of the holding company The deferral ends. The capital gain becomes taxable at the time of dissolution.
Coordination with expatriation: technical points
Substance of the holding company after expatriation
The French holding company must maintain its effective registered office in France or undergo a formal transfer of its registered office to the host country. De facto management from abroad without a formal transfer may lead to reclassification by the French tax authorities for lack of substance. Practice recommends appointing a French resident chairman or establishing a registered office service with tangible evidence of activity (meetings, decisions, contracts).
Tax treaty and withholding tax on dividends
The French holding company paying dividends to a non-resident executive applies a withholding tax, the rate of which depends on the bilateral agreement.
- France-Portugal Convention: 15 % retained, conventionally reduced.
- France-Italy Convention: 15 % retained.
- France-EAU Convention: 0 % subject to beneficial ownership conditions.
- France-United Kingdom Convention: 0 % subject to conditions.
Withholding tax planning is a major tax lever and must be analyzed before departure.
Mother-daughter relationship before and after expatriation
As long as the French holding company retains the operating shares, it benefits from the parent-subsidiary regime (95% exemption on dividends received, Article 145 of the French General Tax Code). The expatriation of the manager does not alter this regime. The holding company retains its French tax status.
Numerical case study
Profile: Manager of an IT services company.
- Holding 90 % of the securities.
- Purchase price: €20,000.
- Company value in 2026: 6 million euros.
- Expatriation project to Italy in 2027 (neo-resident scheme, flat rate of €200,000/year since decree 113/2024)
- Sale of the company to a fund in 2030.
| Stage | Tax consequence |
| 2026 — Contribution of operating securities to French holding company | Capital gain of €5,380,000 carried forward (form 2074-I) |
| 2027 — Expatriation to Italy (neo-resident regime) | Automatic exit tax deferral (EU) |
| 2030 — Sale of operating shares by the holding company (>3 years) | Capital gains taxed at the holding company level (IS 25 %) |
| Cash available in the holding company after corporate income tax | Estimated value ~€5,200,000 |
| Dividend distribution from holding company to executive in Italy | Withholding tax under the France-Italy convention 15 % |
| Italian neo-resident tax regime on foreign dividends | A flat rate of €200,000 per year, exemption on foreign income |
| Total taxation compared to the scenario of a sale in France in 2026 | Potential savings ~€1.2 to €1.5 million over 5 years |
Alexis Sagnier's opinion
The contribution-sale arrangement is the nuclear option for a sale-exile. If poorly designed, it can backfire on the executive: forced reinvestment, reclassification as a holding company with no real substance, and the tax deferral expiring upon relocation without any benefit of a reprieve. If well-designed, it allows for the deferral of several million euros in taxes while building a sustainable asset portfolio. The critical condition: a sale horizon of more than 36 months and a genuine commitment from the executive to actively manage the holding company. Without these two conditions, it's better to abandon the scheme and accept the tax implications of option 1.
FAQ: What executives often ask us
Can I defer the shares of my holding company to erase the capital gain?
Yes, that's the "gift-purchase" mechanism. If you give the securities to your children (French residents) and they hold them for 5 years, the deferred capital gains tax is permanently eliminated. It's an extremely powerful estate planning tool.
What happens if my new company goes bankrupt after reinvesting the 60 %?
The deferral remains in place. The law mandates reinvestment, not economic success. However, the reinvestment must be genuine and not intended to artificially generate a loss.
Is the "Neo-Residenti" status in Italy compatible with the French holding company?
Absolutely. It's even one of the best combinations currently available. The French holding company provides the capital, and the distributions (dividends) are treated under the Italian flat rate of €200,000/year (for income outside Italy), subject to the French withholding tax of 15%.
Can Balmont's AI predict a change in the law on 150-0 B ter?
Predicting, no. But our AI analyzes parliamentary reports and case law trends in real time to detect early signs of legislative tightening (such as reducing the 3-year period or increasing the quota to 60 %).
Conclusion: The’wealth engineering is a combat sport
The capital contribution-sale scheme combined with expatriation is a remarkably effective strategy, but it doesn't tolerate improvisation. In the hands of an expert, it's a wealth accelerator; without guidance, it's an invitation to a tax audit.
At the house of Balmont Conseil, We don't sell you an "off-the-shelf" solution. We build a robust architecture with you, validated by technology and secured by uncompromising human expertise.
Sources & References
- Article 150-0 B ter of the French General Tax Code (CGI) The primary source. This is the text that defines the automatic deferral of taxation when securities are contributed to a controlled company. It details the control conditions (II), the 3-year period and the obligation to reinvest 60 % (I, 2°).
- Article 167 bis of the French General Tax Code The text governing the’Exit Tax. It is crucial here because it explains how the 150-0 B ter tax deferral survives the transfer of tax residence (subject to guarantees or automatic deferment).
- Article 145 And Article 216 of the French General Tax Code (CGI) Sources relating to mother-daughter diet, allowing the upstreaming of dividends from the operating company to the holding company with a share of costs and charges of 5 %.
- Articles L. 64 and L. 64 A of the Book of Tax Procedures (LPF) Essential for the "Substance" section. These are the texts on the«abuse of tax law (fraud against the law or creeping abuse of rights).
- BOI-RPPM-PVBMI-30-10-60 This is the administrative "bible" of the 150-0 B ter scheme. It specifies the list of eligible reinvestments (FPCI, SCR, etc.) and the methods for calculating the 3-year period.
- BOI-RPPM-PVBMI-30-20 Administrative details on the relationship between tax deferrals and...’Exit Tax when leaving for a trip abroad.
- Decree-Law No. 113/2024 (Italy) : Specific source for your case study, which has doubled the "neo-residenti" package (going from €100,000 to €200,000 per year for new arrivals).
- Bilateral tax treaties :
- France-Italy Convention (Art. 10 for dividends).
- France-United Arab Emirates Convention (Art. 10 and 11).
