Tax deferral 150-0 B ter: conditions to be met at the time of contribution of securities

To benefit from the tax deferral under Article 150-0 B ter, four conditions must be met on the day of the contribution. You are contributing securities to a company subject to corporation tax. You are a natural person with tax residence in France, or a non-resident whose capital gain is taxable in France. You control the company receiving the contribution. The cash payment you receive does not exceed 10% of the nominal value of the securities received.

If the cash payment exceeds this limit, the entire capital gain is taxed immediately.

This page deals with the conditions of the contribution. It does not deal with the events that end the deferral, nor the list of activities in which to reinvest: these subjects are covered on other pages.

The transaction in question: a contribution of securities to a company subject to corporate income tax

The deferral applies to contributions of securities to a company subject to corporation tax or an equivalent tax. Mergers and divisions between companies are excluded from this mechanism: they remain subject to Article 150-0 B.

The beneficiary company is a capital company or similar entity, subject to corporate income tax or an equivalent tax, established in France. It may also be established in another Member State of the European Union, or in a State that has concluded an administrative assistance agreement with France.

In exchange for the contribution, you receive securities or equity interests in the beneficiary company, which represent a portion of its capital (or securities giving access to this capital).

Who can benefit from it?

Only capital gains are included in the deferral. Capital losses are excluded.

Condition 1: You control the beneficiary company

This is the most surprising condition. The BOFiP (French Official Tax Bulletin) defines it in three cases. You control the company receiving the contribution if:

1. you hold the majority of voting rights or rights to social benefits, your rights being grouped with those of your spouse or civil partner, your ascendants, your descendants, your brothers and sisters; ;
2. you alone hold the majority by virtue of an agreement with other partners or shareholders; ;
3. You are in fact exercising the power of decision.

Control is assessed at the date of the contribution, taking into account the rights you hold.

The presumption at 33.33 %

The BOFiP (French Official Tax Bulletin) establishes a presumption: you are presumed to exercise control if you hold a fraction of the voting rights or rights to profits equal to or greater than 33.33%. This presumption applies if no other shareholder holds a larger share. It is straightforward: it can be overturned by the taxpayer.

Indirect ownership and concerted action

When you hold rights through intermediary companies, the successive ownership percentages are multiplied. The BOFiP example: 10 % directly and 27 % through an intermediary company (90 % out of 30 %) make a total of 37 %.

Individuals who have entered into an agreement to acquire, transfer, or exercise voting rights, and who effectively determine the decisions made at general meetings, may be considered to be acting in concert and jointly exercising control. This point depends on the specific facts of each case.

Condition 2: the equalization payment does not exceed 10 %

The cash payment is the sum you receive in addition to the shares of the acquiring company. The carry-forward applies if its amount does not exceed 10% of the nominal value of the shares received (or their accounting par value if none exists).

A price supplement determined solely based on an indexation directly linked to the activity of the company whose shares were contributed is treated as part of the cash payment, provided it does not consist of shares issued by the receiving company. If the 10% cap on capital gains is exceeded due to this supplement, the deferral is revoked and the capital gain is taxed in full.

What the report does, and what it doesn't do

The deferral postpones taxation. It does not eliminate the capital gain. When it is taxed, the tax base and rate rules of the year of the contribution will generally apply.

What the 2026 Finance Act changed for reinvestment

Law No. 2026-103 of February 19, 2026 (Article 11) amended the reinvestment of proceeds from the sale of contributed securities when the acquiring company sells the contributed securities. These rules apply to sales of contributed securities carried out on or after February 21, 2026.

These rules do not affect the contribution conditions described above. They govern what the company can subsequently do with the securities. They are detailed on the dedicated page. The BOFiP (Official Bulletin of Public Finances) also mentions holding periods in the event of a gift of the received securities: this point is not addressed here.

Declarations for the year of the contribution

• Form 2074-I (CERFA 11705): the capital gain on contribution is determined and declared here. It is attached to the 2074 declaration (CERFA 11905).
• Income tax return : the portion taxed immediately due to the cash payment is deferred to form 2042. The deferred capital gain is mentioned on line 8UT of form 2042, and on form 2042 C.
• Non-resident : the 2074-NR declaration (CERFA 15015) must be submitted within one month of the contribution transaction.
• Certificate from the beneficiary company : at the request of the administration, it procures the supplies within thirty days.

Each year, as long as the deferral lasts, the total amount of deferred capital gains is mentioned on line 8UT.

Numerical example (fictitious profile)

Situation. Hélène, 52 years old, residing in France, owns 100 shares of SAS Dorval, valued at €1,500,000 (cost basis: €150,000). She contributes her shares to a holding company subject to corporate income tax. Following the contribution, she holds 55 voting rights in the holding company, and her spouse holds 10. Example assumption: the holding company shares she receives have a par value of €1,000,000, distinct from the value of the contributed shares (€1,500,000). The capital gain on the contribution is €1,350,000 (€1,500,000 minus €150,000).

Issue. Hélène also wishes to receive a settlement. Two amounts are being considered: €90,000 or €130,000.

Strategy. First, verify the control: 55 % + 10 % = 65 % of the rights, which is more than half, with the spouse's rights combined with their own. Then compare each equalization payment to the 10 % ceiling on the nominal value of the shares received, i.e., €100,000: the ceiling is calculated on the nominal value, not on the contribution value.

Result.

With a cash payment of €90,000, €1,260,000 remains deferred. With €130,000, an increase of €40,000, the limit is exceeded: the deferral no longer exists, and €1,350,000 is taxed in the year of the contribution.

The profile is fictitious. The amounts illustrate the calculation: the resulting tax is not shown here.

What changes depending on your situation

• The level of your rights in the beneficiary company, and those of your relatives, on the date of the contribution.
• Direct or indirect ownership of these rights, and the existence of an agreement with other partners.
• The amount of the equalization payment, or a price supplement, in relation to the nominal value of the securities received.
• Your tax residence resident or non-resident.
• The place of establishment of the beneficiary company.
• The date of the transfer of the contributed securities, if the company resells them: before or after February 21, 2026.

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