Capital gains tax deferral on share contribution — French art. 150-0 B ter: conditions and obligations 2026

When a director contributes shares to a holding company they control, the capital gain is calculated at the date of contribution and automatically deferred (report d'imposition, CGI art. 150-0 B ter). It becomes taxable in particular if the contributor sells the holding's shares, or if the holding sells the contributed shares within 3 years without reinvesting part of the proceeds. For sales made since 21 February 2026, the reinvestment requirement is 70% of the proceeds, within 3 years, with the assets kept for 5 years (Law no. 2026-103 of 19 February 2026).

Up to date as of 18 July 2026. When a French-resident individual contributes shares to a holding company they control, the tax deferral regime of article 150-0 B ter of the French General Tax Code (CGI) applies automatically. Introduced by Law no. 2012-1510 of 29 December 2012, this regime is fundamentally different from the automatic roll-over of article 150-0 B: the capital gain is calculated at the date of contribution, placed on administrative deferral, and remains due when specific events occur. For a company director or founder based in Paris planning a pre-sale restructuring, understanding the mechanisms of the deferral — and above all its ongoing obligations — is essential before making any decision.

The deferral does not erase tax. It postpones it under strict conditions, which Cabinet Hayot Expertise monitors rigorously in the wealth restructuring files we handle from Paris.

Confusion between the two regimes is common in restructuring files. It can lead to missing filing obligations or incorrectly characterising a transaction.

The basic rule: if the contributor holds the majority of the holding company after contribution, article 150-0 B ter applies. The roll-over under article 150-0 B is reserved for contributions into structures where the contributor remains a minority shareholder.

For a detailed analysis of the general share contribution mechanism — valuation, contribution auditor, parent-subsidiary regime, tax consolidation — see the dedicated article: Share contribution to a holding company: general mechanism and automatic roll-over.

Article 150-0 B ter was introduced by Law no. 2012-1510 of 29 December 2012 to replace the previous conditional deferral that existed before the capital gains reform. The codified text on Légifrance (LEGIARTI000041470421) and the associated BOFiP doctrine (BOI-RPPM-PVBMI-30-10-60) are the two primary references.

The regime rests on conditional fiscal neutrality: the contribution gain is calculated but its taxation is suspended as long as the conditions for maintaining the deferral are met. The deferred gain appears on the contributor's annual tax return each year without being taxed, until a triggering event occurs.

Calculating the deferred gain#

The contribution gain equals the difference between the value of the shares at the date of contribution (as defined in the contribution agreement, validated where applicable by a contribution auditor in Paris) and the contributor's tax cost base. The gain is calculated under article 150-0 A CGI rules, without the benefit of the residual length-of-ownership allowance applicable to direct disposals on shares acquired before 1 January 2018, unless a transitional regime applies.

Five conditions must be met simultaneously for the deferral to apply:

These conditions are cumulative. The absence of any one of them shifts the transaction to either the article 150-0 B roll-over (if the contributor does not control the holding), or to immediate taxation (if the holding is not subject to IS, if the soulte is excessive, or if the contributor is non-resident).

Article 150-0 B ter imposes no minimum holding period on the contributor for the holding shares received in exchange for the contribution. The deferral continues as long as those shares are not sold, repurchased, redeemed or cancelled: it is that event, not the passing of a period, that ends it. The 3-year and 5-year periods in the text concern the holding company: the disposal of the contributed shares within 3 years of the contribution, unless reinvested, and the 5-year holding of assets acquired through reinvestment for disposals on or after 21 February 2026.

Any disposal of holding shares by the contributor, whenever it occurs, constitutes a triggering event: the deferred gain becomes taxable for the year of disposal, to the extent of the shares disposed of. Late-payment interest, counted from the date of contribution, is only due where the deferral ends because the holding sold the contributed shares within 3 years without meeting the reinvestment requirement. The deferral is therefore a lasting liquidity constraint on the contributor's wealth.

In practice, Cabinet Hayot Expertise materialises this constraint in the wealth planning calendar from the moment the contribution agreement is signed: the commitment end date is noted in the permanent file, and any transaction affecting the holding (share disposal, merger, dissolution) is reviewed against the active deferral before execution.

This is the most operationally demanding part of the regime, and the one that generates the most difficulty in the files we advise.

If the holding disposes of the contributed shares within 3 years of the date of contribution, it must reinvest a portion of the net disposal proceeds in eligible activities, failing which the deferral ends to the extent of the amount not reinvested. This threshold was raised by the 2026 Finance Act:

The 60% threshold resulted from the Finance Laws for 2019 (Law no. 2018-1317 of 28 December 2018) and 2020 (Law no. 2019-1479 of 28 December 2019). Law no. 2026-103 of 19 February 2026 (2026 Finance Act) raised it to 70% for disposals carried out on or after 21 February 2026, extending the reinvestment window from 2 to 3 years and the holding period of reinvested assets to 5 years. It is the date of disposal by the holding, not the date of contribution, that determines the applicable regime.

Eligible activities for reinvestment#

The BOFiP (BOI-RPPM-PVBMI-30-10-60-20) specifies that reinvestment must be made in commercial, industrial, craft, liberal or agricultural activities, through:

• Subscription to the share capital of a company carrying on one of those activities;
• Acquisition of shares in operating companies;
• Funding the holding's own activity when it qualifies as an animating holding under BOFiP doctrine;
• Certain qualifying investment funds (FCPR, FPCI, SLP, SCR) subject to conditions.

Narrower eligibility for disposals carried out on or after 21 February 2026. Law no. 2026-103 of 19 February 2026 excludes property letting, property development, property dealing, passive wealth management, financial activities and regulated-tariff activities from qualifying reinvestment. Hotel operations, as a trading activity, remain eligible. For disposals carried out before 21 February 2026, the former perimeter still applies: financial activities were then admitted.

What is not eligible: pure passive real estate management (civil property companies renting bare property), liquid financial investments (term accounts, money-market funds), non-productive assets. In the restructuring files advised by Cabinet Hayot Expertise in Paris, reinvestment qualification is systematically documented before execution, with explicit reference to the applicable BOFiP guidance.

Calculating the non-reinvested portion#

If the holding reinvests less than the required threshold (70% of proceeds since 21 February 2026, 60% before), the deferral ends to the extent of the proportion of the deferred gain corresponding to the shortfall relative to the threshold, measured against the disposal proceeds. The balance continues to benefit from the deferral. By reinvesting at least the applicable threshold, the holding keeps the deferral in full.

Worked example (disposal in 2026, 70% threshold). A Paris-based director contributes shares in an operating SME valued at €4m to a SAS holding (subject to IS). His tax cost base on those shares is €400,000. The contribution gain of €3.6m is placed on deferral. Eighteen months later, in 2026, the holding disposes of those shares for €4.2m. As the disposal takes place on or after 21 February 2026, the holding has 3 years to reinvest at least 70% of the proceeds: a minimum of €2.94m in eligible activities. If it subscribes to the share capital of an operating startup for €3m (71%), the deferral is fully maintained. If it reinvests only €1.5m (36%), the deferral falls on the reinvestment shortfall: the €1.44m below the threshold, measured against the disposal proceeds (€1.44m / €4.2m = 34%), makes approximately €1.23m of the deferred gain taxable in the year of disposal.

The deferral regime generates precise annual filing obligations:

Form 2074-I. From the year of contribution, the contributor files a special capital gains deferral return (form 2074-I or its online equivalent on impots.gouv.fr). This return records the amount of gain placed on deferral, the contribution value of the shares, and information on the recipient holding.

Annual tracking. Each subsequent year, while the deferral is active, the contributor carries forward the deferred amount on the 2042 C return (dedicated box for deferred gains). This annual tracking is mandatory and its omission may be penalised.

Event declarations. Any event affecting the deferral (partial or full disposal of holding shares, reinvestment completion, dissolution) must be declared in the same year on form 2074-I.

Our reading — Cabinet Hayot Expertise, Paris. Declarative monitoring of the deferral is one of the most frequently neglected points in files we take over. A director who carried out the contribution two or three years earlier, with other advisors, sometimes arrives without a complete 2074-I, without annual 2042 C tracking, and with holding bank flows mixing disposal proceeds and operating cash. Regularisation is expensive in time and potential penalties. The right approach is to build a dedicated permanent deferral file from the moment of contribution: key dates, amounts, returns filed, reinvestment evidence, identified bank statements.

The deferral ends — and the gain becomes taxable in the year of the event — in the following cases (BOI-RPPM-PVBMI-30-10-60-30):

1. Disposal of holding shares by the contributor. Any sale for consideration, repurchase, redemption or cancellation of shares received in the exchange, whenever it occurs, ends the deferral to the extent of the shares concerned.

2. Disposal of contributed shares by the holding without compliant reinvestment. If the holding disposes of the shares within 3 years and does not reinvest the required threshold of the proceeds within the applicable window (70% within 3 years for a disposal on or after 21 February 2026, 60% within 2 years before), the deferral falls in proportion to the shortfall.

3. Dissolution of the holding. Dissolution ends the deferral on the entire outstanding deferred gain.

4. Transfer of fiscal domicile outside EU/EEA. A contributor who transfers their tax residence to a country outside the European Union or European Economic Area (or outside an EEA state that has signed an administrative assistance and collection assistance convention with France) triggers the exit tax under article 167 bis CGI. Deferred gains under article 150-0 B ter form part of the exit tax base.

5. Gift of holding shares. A gift in principle ends the deferral, unless the donee formally opts to maintain the deferral in their own name. This option is frequently used in gift-and-disposal strategies but places the full suite of monitoring obligations on the donee. It does not extinguish the gain: it transfers it.

When deferral is relevant. Deferral is financially superior to direct disposal when the director has a specific reinvestment project in eligible activities, the gross disposal proceeds are significant (large tax differential), and the holding already has economic substance. The financial differential is particularly visible on disposals of €3m and above: maintaining €942,000 in the holding (31.4% PFU on €3m) rather than remitting it to the French state in the disposal year creates meaningful reinvestment capacity.

When deferral is risky or pointless. If the director has no credible reinvestment project, if the holding is a shell created in haste, or if the disposal is already negotiated before the contribution, the abuse-of-law risk under article L64 LPF outweighs the tax benefit. Cabinet Hayot Expertise does not validate structures whose only demonstrable purpose is fiscal avoidance.

Combining the deferral with a gift is one of the most-analysed wealth strategies in business succession files. The mechanism works as follows:

1. The director contributes shares to the holding and activates the article 150-0 B ter deferral.
2. The holding disposes of the contributed shares and reinvests (complying with the applicable threshold, 70% since 21 February 2026).
3. The director gifts holding shares to their children.
4. The children formally opt to maintain the deferral in their own names.
5. If the shares received by gift are held and not disposed of, the deferred gain can in certain circumstances be extinguished by the donee's death or lapse of applicable periods.

The underestimated risk in this strategy is abuse-of-law characterisation if the gift follows the contribution-disposal closely and the manifest intent is to engineer the extinction of the deferred gain. The tax authority can recharacterise the entire transaction if it demonstrates that the gift had no purpose other than avoiding taxation. A minimum gap between disposal and gift, family coherence of the transfer, and rigorous documentation of the succession project are indispensable.

• Reinvestment rate raised to 70% for disposals carried out on or after 21 February 2026: Law no. 2026-103 of 19 February 2026 (2026 Finance Act) raised the threshold from 60% to 70% for disposals carried out on or after 21 February 2026, extended the reinvestment window from 2 to 3 years and increased the holding period of reinvested assets to 5 years. The 60% threshold (2-year window, 1-year holding) still applies to earlier disposals.
• Filing forms: the DGFiP periodically updates forms 2074-I and 2042 C. Verify the current version on impots.gouv.fr before each filing.
• BOFiP doctrine: BOI-RPPM-PVBMI-30-10-60-10 to 30 constitute the doctrinal reference; the last update date of each BOI document should be verified before use.
• Control of the holding: the definition of control has been clarified by several advance rulings. Where a contributor holds exactly 50%, characterisation may be debated and should be documented.

Pre-contribution eligibility audit. Before any contribution, Cabinet Hayot Expertise verifies the five cumulative conditions: contributor's fiscal domicile, control of the holding, IS status of the recipient holding, nature of the exchange, amount of any soulte. This audit prevents post-contribution declarative surprises.

Contribution-disposal-reinvestment calendar. We build a precise calendar from the signing of the contribution agreement: the 3-year window during which a disposal triggers the reinvestment obligation, the end date of the 5-year holding of reinvested assets where applicable, and the reinvestment window applicable if a disposal occurs (3 years for a disposal on or after 21 February 2026, 2 years before). This calendar is integrated into the client's permanent file.

Reinvestment mapping. Identifying eligible assets before the holding disposes of the shares, not after. Investing in an operating company or subscribing to a qualifying FCPR takes preparation: it requires prior eligibility analysis of target entities, identified bank flow documentation, and coordination with the partner lawyer for securing the transaction documents.

Annual declarative monitoring. Form 2074-I and the 2042 C carry-forward are handled each year until the deferral is extinguished. No filing obligation linked to the deferral is left unaddressed.

Lawyer-accountant coordination. Legal documents (contribution agreement, board minutes, holding by-laws, subscription agreements for reinvestment) are the province of the partner lawyer. Cabinet Hayot Expertise ensures the tax and accounting coherence of the whole, from Paris.

Sources: Légifrance — CGI art. 150-0 B, 150-0 B ter, 167 bis; LPF art. L64; Law no. 2012-1510 of 29/12/2012; Law no. 2026-103 of 19 February 2026 (reinvestment raised to 70% for disposals carried out on or after 21 February 2026); BOFiP BOI-RPPM-PVBMI-30-10-60 and sub-sections.