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Case study · Contribution and sale
Selling your company: €612,300 tax directly, €0 on sale if a holding company sells on your behalf.
Contributing your shares to a holding company you control before the sale allows the capital gain to be deferred (Article 150-0 B ter of the French General Tax Code). The holding company sells, and the proceeds remain in your work rather than being taxed. Since 2026, the corresponding requirement is more stringent: 70% of the proceeds must be reinvested within 3 years.
The case
A company created for €50,000, sold for €2,000,000.
A 52-year-old manager owns 100 shares of a company he created for €50,000. A buyer is offering €2,000,000. He wants to continue investing, not stop working.
Sold directly, the capital gain of €1,950,000 supports €612,300 of the flat-rate levy, before the high-income tax. He has less than €1,390,000 left to reinvest.
Contribution of shares to a holding company he controls, one year before the sale. The holding company sells for €2,000,000: its own capital gain is zero, the gain on the contribution remains postponed.
€2,000,000 at work instead of €1,387,700. €1,400,000 reinvested over 3 years in companies and private equity funds, €600,000 available in the holding company.
Side by side
Selling directly or through a holding company.
| Direct sales | Contribution-and-sale | |
|---|---|---|
| Sales tax | €612,300 (31.4 %), plus the high income tax | €0: the capital gain on the contribution is deferred |
| Available capital | Approximately €1,387,700, personally | €2,000,000 in the holding company |
| Obligation | None | Reinvest €1,400,000 (70 %) over 3 years and keep it for 5 years |
| What is excluded from reinvestment | — | Real estate and financial activities |
| End of postponement | — | Sale or repurchase of the holding company's shares, or reinvestment not required |
The deferral is not an exemption: the capital gain on the contribution remains due if you ever sell the holding company's shares. It must be prepared before any signing with the buyer, in consultation with your lawyer and accountant.
What we look at first
Three questions that determine the right path.
Frequently asked questions
What clients ask us.
When should you contribute your shares to the holding company?
Before signing anything with the buyer, and preferably one year before the sale: the holding company must exist, hold the securities and have received them for a value consistent with the negotiated price (article 150-0 B ter of the CGI).
What happens if the holding company sells more than 3 years after the contribution?
There is then no longer any obligation to reinvest: the deferral is maintained as long as you keep the holding company's shares (article 150-0 B ter of the CGI).
Is it possible to reinvest in real estate?
No, not for the 70 % units: since the 2026 Finance Law, real estate and financial activities are excluded from reinvestment. The remaining 30 % units are unrestricted, within the holding company.
How does it combine with the retirement allowance?
These are two different paths: the €500,000 allowance requires a sale and retirement within 2 years, while the capital contribution requires the holding company to reinvest 70% of the price. Both options are calculated before making a choice.
