{"id":1858,"date":"2026-05-01T15:43:51","date_gmt":"2026-05-01T13:43:51","guid":{"rendered":"https:\/\/balmontconseil.com\/?p=1858"},"modified":"2026-10-17T15:37:33","modified_gmt":"2026-10-17T13:37:33","slug":"apport-cession-et-article-150-0-b-ter","status":"publish","type":"post","link":"https:\/\/balmontconseil.com\/en\/blog\/apport-cession-et-article-150-0-b-ter\/","title":{"rendered":"Contribution-sale and Article 150-0 B ter of the French General Tax Code: definition, mechanism and practical case"},"content":{"rendered":"

2027 Finance Bill: read this before any gift<\/h2>\n

Article 5 of the 2027 Finance Bill, presented on 1 October 2026, provides that a gift or an inheritance of the holding company\u2019s shares would make the deferred tax immediately payable. It would apply to transfers made since 1 October 2026, including for earlier contributions. The bill has not been passed. What follows describes the law currently in force. What the bill provides<\/a><\/p>\n<\/div>\n\n\n\n

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The contribution-sale is a mechanism provided for in Article 150-0 B ter of the General Tax Code. It allows a director to defer taxation of the capital gain realized when contributing their shares to a holding company they control. \n
The capital gain benefits from a tax deferral. For disposals completed since 21 February 2026, if the holding company sells the shares received within three years of the contribution, the deferral falls away unless it reinvests at least 70% of the sale proceeds in an eligible economic activity within three years. \n
If the sale occurs more than three years later, the deferral is maintained without any reinvestment requirement. This mechanism is the central tool of the sale-exile strategy: it allows the proceeds to be capitalized within the holding company, taxation to be deferred until the transaction is completed, and a structured restructuring to be organized. expatriation<\/a> subsequent within an optimized tax framework.<\/p><\/div>\n\n\n\n

The mechanism of the\u2019contribution-sale<\/a> in four steps<\/strong><\/h2>\n\n\n\n

Step 1 \u2014 The contribution. <\/strong><\/h3>\n\n\n\n

The manager contributes their operating shares (stocks or units in their operating company) to a holding company that they control. Control is assessed as defined in Article 150-0 B ter II of the French General Tax Code (CGI): majority of voting rights, majority of profits, or exercise of decision-making power. The holding company may be pre-existing or created specifically for this transaction.<\/p>\n\n\n\n

Step 2 \u2014 Tax deferral<\/strong><\/h3>\n\n\n\n

The unrealized capital gain on the contributed securities (the difference between the contribution value and the initial acquisition price) is calculated but not taxed immediately. It is deferred. The manager reports the transaction on form 2074-I, which is attached to their income tax return.<\/p>\n\n\n\n

Step 3 \u2014 The sale by the holding company <\/strong><\/h3>\n\n\n\n

When the holding company sells the shares received, two regimes apply depending on timing. If the sale takes place within three years: the deferral is maintained only if the holding company reinvests at least 70% of the proceeds in an eligible activity (industrial, commercial, craft, agricultural or professional) within three years. If the sale takes place after three years: the deferral is maintained automatically, with no conditions.<\/p>\n\n\n\n

Step 4 \u2014 The Resolution<\/strong><\/h3>\n\n\n\n

The deferral ends and the gain becomes taxable on three events: the sale by the business owner of the holding company\u2019s shares, the transfer of their tax residence outside France (triggering the exit tax on the deferred gain), or the dissolution of the holding company. Under current law, on the business owner\u2019s death, the deferred gain is extinguished and is not owed by the heirs. The 2027 Finance Bill proposes to end this.<\/p>\n\n\n\n

The "Double Leverage": Gift before Sale of Holding Company Shares<\/strong><\/h3>\n\n\n\n

It is a central lever in succession planning. Contribution and sale defers the tax; a gift can wipe it out, subject to conditions.<\/p>\n\n\n\n