Case study: reinvesting €5 million after a sale, using the contribution-sale (150-0 B ter)

Selling directly means paying capital gains tax straight away. Contributing the shares to a holding company first means deferring that tax and putting the corresponding sum to work.

Take a fictional example: Marc, founder of a Lyon-based industrial SME, is a few months away from selling his company for €5 million. Like many business owners, Marc thought tax on exit was inevitable. In reality, theaudit of business transfer 150-0 B ter is precisely there to transform this tax levy into a lever for growth.

At Balmont Conseil, a wealth management consulting firm based in Lyon, we model these structures so that your capital remains entirely at the service of your ambitions.

What is it?’Article 150-0 B ter of the CGI?

L'’Article 150-0 B ter governs the mechanism of the’contribution-sale. It allows the manager to contribute the shares of his operating company to a holding company that he controls, before the sale.

The capital gain realized on this contribution benefits from tax deferral. Unlike the (automatic) "deferment," postponement is optional and comes with a commitment to re-employment binding. In 2026, this system remains the central pillar of all wealth strategy post-sale, because it allows all funds to remain within the structure to generate new investment returns.

The tax deferral mechanism (150-0 B ter): how does it work?

Tax deferral is not simply a tax option; it's a lever for exponential growth for the business owner. Unlike a sale in one's own name, where the "Flat Tax" (31.4 %) immediately reduces your reinvestment capital, a contribution-sale allows you to transfer the tax burden to the future while retaining 100 % of the proceeds to generate new returns.

Technically, the mechanism revolves around three key steps:

1. The contribution of securities to a controlled holding company

Before any sale is finalized (the "closing"), you transfer the shares of your operating company to a holding company subject to corporate income tax that you control. For tax purposes, this transaction recognizes a capital gain, but the tax liability is immediately deferred. Attention : This contribution must be simultaneous with or precede the transfer to be valid.

2. The sale of shares by the holding company

Once the contribution has been made, it is the holding company that sells the shares to the final buyer.

• If the sale takes place more than 3 years after the initial contribution: The deferral is maintained without any condition of immediate reinvestment.
• If the sale takes place less than 3 years after the contribution: The holding company has an obligation to reinvest part of the sale price to maintain the deferral.

3. The reinvestment obligation (the 60 % quota)

To prevent the deferral from falling (which would trigger the immediate payment of tax by the manager), the holding company must reinvest at least 70 % of the proceeds from the sale in an eligible economic activity, within 3 years of the sale.

Eligible reinvestment vehicles are strictly regulated by the administration:

• Financing a commercial, industrial, craft or professional activity.
• Subscribing to the capital of operational SMEs (directly or via investment holdings).
• The acquisition of shares in specific funds (FPCI, FPR or SLP) respecting an investment quota in unlisted companies.

The expert's opinion: > Many executives view the 150-0 B ter as a time constraint. At Balmont Conseil, we use it as an arbitrage opportunity. By isolating 60 % of capital in private equity or corporate treasury management solutions, we secure your deferral while seeking performance uncorrelated with the financial markets.

Eligibility requirements: the set of indicators of conformity

The tax authorities do not simply rely on a superficial reading of the’Article 150-0 B ter. It applies the doctrine of "economic substance". For the tax deferral to be unassailable, the operation must not be motivated by a single tax objective (abuse of law), but must be part of a genuine entrepreneurial project.

To secure your device, we analyze compliance via a a body of evidence rigorous:

1. Effective control of the holding company

That is the condition sine qua non. The taxpayer (or their family group) must control the company receiving the contribution on the date of the transaction. This control is assessed by holding a majority of the voting rights or financial rights, but also by the ability to direct strategic decisions.

• The point to be aware of: An arrangement where the transferor is merely a passive shareholder of the holding company could lead to the immediate forfeiture of the deferral.

2. The anteriority and chronology of the contribution

Chronology is the first checkpoint during an audit. The transfer of securities to the holding company must absolutely take place before the signing of the final deed of sale (the closing) of the shares of the operating company.

• The expert's opinion: If you sign a preliminary sales agreement or a bilateral promise of sale as an individual before making the contribution, the tax authorities may consider the sale already finalized and the contribution fictitious. At Balmont Conseil, we recommend establishing the holding company structure from the Letter of Intent (LOI) stage.

3. The reality of economic activity (The "Business Purpose")

The holding company should not be a mere "empty shell" intended to avoid taxation. It must have real substance:

• Material and human resources: Existence of a head office, proper accounting, and ideally, effective management.
• The intention to invest: The reinvestment of the 60 % should not be seen as an imposed constraint, but as the continuation of an economic strategy. The choice of investment vehicles (private equity, acquisition of new subsidiaries, etc.) must be consistent with the holding company's corporate purpose.

4. Strict adherence to reinvestment deadlines

Compliance is also measured over time. You have 3 years to reinvest 70 % of the proceeds from the sale.

• Securing the deadline: We monitor this deadline and quantify the financial flows. Late reinvestment or an error in calculating the net proceeds base (after deduction of sale costs) is a frequent cause of tax reassessment under this scheme.

Balmont's Eye: > The "body of evidence" is your lifeline in case of an audit. Don't just comply with the letter of the law, respect its spirit. The tax authorities want to know if you acted as an investor or simply as a taxpayer seeking to avoid taxes. We structure your compliance file (the "Defense File") from day one to demonstrate the economic rationale behind each transaction.

Here is an in-depth extension of the "Advantages and Risks" section, structured to demonstrate the rigor of the«wealth engineering from Balmont Conseil.

Advantages and risks: the balance of the wealth management engineer

Navigating the waters of Article 150-0 B ter means accepting to trade immediate tax certainty for a long-term capitalization strategy. For the’wealth engineer, The key issue is to ensure that the tax gain is not negated by a management risk or a compliance error.

1. The Advantages: An exponential wealth accelerator

• The effectiveness of "Raw for Raw": By avoiding the 31.4% flat tax at exit, you keep all of your capital gain on sale. For a sale of €5 million with a capital gain of €4 million, this represents an immediate reinvestment bonus of €1.2 million. Over 10 years, with an average return of 7%, this "tax deferral" alone generates more than €2.3 million in additional wealth.
• The controlled holding company structure: The holding company becomes the control center for your new life. It enables the dividend payout of your new subsidiaries with virtually no taxation (parent-subsidiary regime), facilitating the’optimization of the sale and continuous reinvestment.
• Transmission and deletion of the report: This is an important wealth advantage: where the bare ownership of the holding company’s shares is given away, the tax deferral may, under certain conditions, be transferred to the recipients and then expire after a holding period. Transfer duties can be greatly reduced as a result.

2. The Risks: The Other Side of the Tax Coin

• The risk of forfeiture (The 24-month deadline): Failure to reinvest 70 % of the proceeds from the sale within the allotted time will result in the immediate payment of the tax, plus late payment interest (0.20 % per month). Without a audit of business transfer 150-0 B ter Previously, many managers were trapped by investments they thought were eligible but which are not (e.g., purely management real estate).
• The risk of liquidity and capital loss: The obligation to reinvest in the real economy (SMEs, private equity fund) implies taking a risk. A poor choice of activity financing may result in a capital loss exceeding the initial tax savings.
• Reclassification for abuse of rights: If the tax authorities prove that the contribution to the holding company was made without any intention of reinvestment or group strategy, but solely to avoid taxes, the arrangement can be invalidated. This is where the concept of holding animator and economic substance takes on its full meaning.

3. Events at the end of the deferral period: Anticipating disruptions

Tax deferral is not a permanent exemption. Some end-of-postponement events can break it prematurely:

• The sale of the holding company's shares by the manager.
• The repayment of a shareholder's current account resulting from the contribution.
• The transfer of tax residence to certain non-EU countries without complying with the rules of the’Exit Tax.

Alexis Sagnier's view: «" L'’wealth engineering, It's the art of turning a legal constraint into a financial opportunity. The 150-0 B ter is a Formula 1 engine: it takes you very fast, but it requires constant maintenance. At Balmont Conseil, we subject your holding company to a stress test quantified. We simulate the impact of a gift, a change of residence, or underperformance of your eligible investments to ensure that your report remains an ally, and not a sword of Damocles.»

Formalities and deadlines: the Exit timeline

In terms of tax deferral, Form often takes precedence over substance. The tax authorities are extremely vigilant regarding adherence to the chronological order. audit of business transfer 150-0 B ter not only does it verify the amounts; it validates each step of the schedule to prevent the postponement from being declared null and void before it has even taken effect.

Here are the critical deadlines we monitor for our clients:

1. The "Pre-Transfer" Stage: Tax Marking

It all starts with the contribution agreement. The value of the contributed securities must be certified by an auditor of contributions (except in certain cases).

• The formalism of the contribution: The contribution must be registered and the holding company's shares issued. before the signing of the final transfer deed.
• The initial reporting obligation: The year following the contribution (N+1), you must attach the form 2074 and the form 2042-C to your tax return. This document specifies the amount of the capital gain to be deferred. Forgetting to include this information may, in some cases, jeopardize your eligibility for the deferral option.

2. The "Transfer" step: Starting the stopwatch

As soon as the holding company sells the shares, the deadline for reinvestment 60% begin.

• The 24-month period: You have three years, from date to date, to reinvest at least 70 % of the proceeds from the sale.
• Calculating the tax base: The amount to be reinvested corresponds to 70 % of the proceeds from the sale (consulting, auditing, and brokerage fees). An error in this calculation may distort the amount of the reinvestment and result in the partial or total forfeiture of the deferral.

3. Monitoring reinvestment: Proof of compliance

The formalities don't end with the transfer of funds. For each eligible investment (SME, private equity fund), the holding company must retain evidence of the economic reality:

• Conservation commitment: Securities resulting from reinvestment must be held for a minimum period (at least five years for direct reinvestment, counted from the date of entry into the asset).
• Annual monitoring status: Each year, as long as the deferral remains in place, a monitoring report conforming to the administration's template must be produced. This document summarizes the amounts invested and the identity of the target companies.

4. The trap of the 2074-ET declaration (Exit Tax)

If you take advantage of your Exit to move abroad (to Dubai, the USA, or Switzerland), the formalities are doubled. You must then file a declaration 2074-ET. The postponement of 150-0 B ter must be coordinated with the payment deferral of the’Exit Tax to avoid a double taxation or an administrative blockage.

Alexis Sagnier's view: «"The formalities of Article 150-0 B ter are a minefield for an unsupported manager. A simple error in the annual monitoring report can be enough for the tax authorities to consider the deferral invalid. At Balmont Conseil, we monitor these deadlines to..." each file. We meet with our clients well before the legal deadline to validate the solutions. reinvestment 60% And we prepare the annual monitoring reports with them. Tax stability is the result of complete administrative rigor.»

Reinvestment strategies: where to invest the 70 %?

The reinvestment commitment is often perceived by managers as a management constraint. At Balmont Conseil, we see it as a unique opportunity to diversify your pre-tax assets. The choice of investment vehicle should not be dictated by the panic of the 24-month calendar, but by an audit of your needs. net income and your appetite for risk.

To maintain your deferral, investment must be directed towards the real economy. Here are the three strategic pillars we are modeling:

1. Private Equity: Uncorrelated performance (FPCI and SCR)

This is the most agile solution for a business owner. Investing through private equity fund (FPCI or SCR) allows management to be delegated while strictly respecting the quota of 60 %.

• The Balmont "Plus": We select so-called "150-0 B ter" funds that invest in unlisted SMEs. This allows you to combine tax optimisation and investment returns potentially superior to traditional financial markets.
• Constraint : The funds must respect investment quotas (75 % for funds established from 29/12/2023 onwards, to be respected within five years) to validate your deferral.

2. Operational Real Estate: Tangible Assets and Secure Cash Flows

Unlike management real estate (unfurnished rental), operating real estate is eligible for reinvestment because it is considered a commercial activity.

• Examples: Acquisition of hotel buildings, nursing homes, student residences or serviced offices.
• Strategy : This allows you to transform your sale capital into a life annuity real estate, while benefiting from accounting depreciation to neutralize taxation on future income.

3. External Growth or Business Creation

If your entrepreneurial spirit remains intact, the holding company can finance the acquisition of a new target or the launch of a economic activity appendix.

• Control audit: The holding company must acquire control of the new structure or hold a significant share of the capital for the transaction to qualify as an eligible investment.
• Synergy: This is the perfect time to implement a holding animator which will invoice its new subsidiaries for services, thereby optimizing the flow of intra-group cash.

Alexis Sagnier's view: «"The classic trap is to rush into the first fund that comes along to 'save' one's tax deferral. A wealth strategy Success lies in segmenting your 60 % assets: a secure portfolio in operational real estate and a growth portfolio in Private Equity. At Balmont Conseil, we analyze The regulations for each fund are reviewed to verify its actual eligibility before you sign. The goal is simple: that your reinvestment becomes an engine of wealth creation, not just a tax shield.»

Attention : The eligibility of an investment is a fluid concept, subject to changes in case law. audit of business transfer 150-0 B ter is essential to validate each line of your reinvestment.

Why quantify each scenario before making a decision?

In a 2026 tax environment marked by legislative instability, "rule-of-thumb" wealth management is a risk you can no longer afford to take. Calculating the capital gains tax and the projection of your investment returns Managing a 20-year period requires surgical precision. This is the role of Balmont Conseil, a wealth management consulting firm based in Lyon, in each audit of business transfer.

Our technology does not just process data; it allows you to "stress-test" the robustness of your holding company in the face of life's and legal uncertainties.

1. Modeling the "end of deferral"«

The 150-0 B ter deferral is a tax promise that can be broken. We quantify, by simulation, The financial consequences of a death or a gift on the long-term viability of the structure. Is it more profitable to transfer the holding company's shares or to clear the deferred tax liability beforehand? We calculate the future inheritance tax costs under different ownership scenarios to anticipate the inheritance without blind spots.

2. Calculating the break-even point: Choosing between Flat Tax and Deferral

Should you really opt for deferral? Sometimes, paying the 31.4% flat tax immediately gives you greater freedom of management. We calculate your «"Tipping Point"» : the precise moment when the tax benefit of the deferral is neutralized by the risk of capital loss on the eligible investments. We compare the "net-net" of a free reinvestment (after tax) against a forced reinvestment of 60 % (under carry-forward).

3. Real-time eligibility audit (Compliance Scoring)

The most common mistake is subscribing to a fund of Private Equity thinking that it validates the reuse, whereas its internal regulations do not respect the quotas of article 150-0 B ter. We check The regulations and prospectus (Key Investor Information Document - KIID) of each fund under consideration should be read before subscribing. This is an essential safety measure above all else. activity financing.

4. Calculate the figures, then make a decision.

Simulation remains a decision-making tool. It highlights opportunities and tax reduction difficult to identify within the complexity of the General Tax Code. The decision rests with Alexis Sagnier for arbitration.

The final decision takes into account what the numbers don't show: your family, your doubts as a business leader, your plans to move abroad. It's this combination of numerical modeling and...’asset audit full 360° which secures your signature and the’optimization of the sale.

Alexis Sagnier's view: «"The simulation gives me the tax details of each option. The decision takes into account your family and your plans: a scenario that seems optimal on paper may not be suitable for your situation. My role is to choose the one that best serves your objectives."»

Useful links:

• Comparison of SCPIs for expatriates: net-net return
• Simulate your exit tax for 2026

To learn more: Investing surplus cash from your holding company: what solutions are available in 2026?.