{"id":1858,"date":"2026-05-01T15:43:51","date_gmt":"2026-05-01T13:43:51","guid":{"rendered":"https:\/\/balmontconseil.com\/?p=1858"},"modified":"2026-08-26T18:45:32","modified_gmt":"2026-08-26T16:45:32","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":"
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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
Capital gains benefit from a deferral of taxation. If the holding company sells the shares received within three years of the contribution, the deferral is forfeited unless it reinvests at least 60% of the proceeds from the sale in an eligible economic activity within two 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 it received, two regimes apply depending on the time frame. If the sale occurs within three years: the deferral is maintained only if the holding company reinvests at least 60% of the proceeds in an eligible activity (industrial, commercial, craft, agricultural, or professional) within two years. If the sale occurs after three years: the deferral is maintained automatically, without any conditions.<\/p>\n\n\n\n

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

The deferral period ends and the capital gain becomes taxable in three events: the sale of shares in the holding company by the executive, the transfer of their tax residence outside of France (triggering exit tax on the deferred capital gain), or the dissolution of the holding company. Upon the executive's death, the deferred capital gain is eliminated and is not owed by the heirs.<\/p>\n\n\n\n

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

This is the central pivot of the "zero tax cost" transfer. The contribution-sale freezes the taxation, but the gift eliminates it.<\/p>\n\n\n\n