{"id":1950,"date":"2026-05-07T21:41:19","date_gmt":"2026-05-07T19:41:19","guid":{"rendered":"https:\/\/balmontconseil.com\/?p=1950"},"modified":"2026-10-17T15:47:50","modified_gmt":"2026-10-17T13:47:50","slug":"apport-cession-a-holding-et-expatriation","status":"publish","type":"post","link":"https:\/\/balmontconseil.com\/en\/blog\/apport-cession-a-holding-et-expatriation\/","title":{"rendered":"Contribution to a holding company and expatriation: a technical guide for executives"},"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

Take a business owner who receives an \u20ac8 million offer for their company and is considering moving to Italy, under the tax regime for neo-resident<\/a><\/em>. The questions are always the same:<\/p>\n\n\n\n

If they sell now, how much will the capital gain cost in France? If they leave first, what changes? And how should the sale proceeds be reinvested?<\/p>\n\n\n\n

This is where wealth management engineering becomes truly meaningful. The contribution-sale arrangement is not just a deferral tool; it's a framework for freedom. But to prevent this freedom from turning into a tax audit, the integration with expatriation must be meticulously planned. Balmont Conseil<\/strong>, As a wealth management consulting firm based in Lyon, we model these trajectories so that your sale is not an end, but a new, capitalized start.<\/p>\n\n\n\n

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The contribution-sale to a holding company (article 150-0 B ter of the General Tax Code) coupled with a expatriation<\/a> is the central diagram of the\u2019executive wealth management<\/a> transferor.

\nThis strategy involves transferring the shares of the operating company to a holding company controlled by the executive, allowing three years for the holding company to sell the transferred shares, and then transferring the executive's tax residence. The capital gain on the contribution remains subject to deferral of taxation until the holding company's shares are themselves sold or the executive triggers a condition that ends the deferral period.

\nThe scheme combines three advantages: tax deferral, capitalization in a corporate tax-advantaged envelope, and flexibility of exit strategy depending on the host country.<\/p><\/div>\n\n\n\n

Schema architecture<\/strong><\/h2>\n\n\n\n

Step 1: Establishment or use of a controlled French holding company <\/h3>\n\n\n\n
\"Sch\u00e9ma,<\/figure>\n\n\n\n

The holding<\/a> must be controlled by the manager as defined in the\u2019Article 150-0 B ter II of the French General Tax Code (CGI)<\/a> : majority of voting rights, or majority of profits, or exercise of decision-making power. Control can be assessed individually or with one's family group.<\/p>\n\n\n\n

Step 2: Transfer of shares of the operating company to the holding company <\/h3>\n\n\n\n
\"Sch\u00e9ma,<\/figure>\n\n\n\n

The contribution is remunerated by new shares issued by the holding company. The contribution value is freely determined by the parties, within the limit of the market value (otherwise, there is a risk of reassessment for insufficient net assets). An auditor is appointed to value the contributions if the holding company is a simplified joint-stock company (SAS) or a public limited company (SA).<\/p>\n\n\n\n

Step 3: Declaration of the capital gain on contribution on form 2074-I. <\/h3>\n\n\n\n
\"Sch\u00e9ma,<\/figure>\n\n\n\n

The capital gain (difference between the contribution value and the initial acquisition price of the contributed securities) is calculated but placed under a tax deferral scheme (Article 150-0 B ter I CGI<\/a>).<\/p>\n\n\n\n\n\n