Contribution-disposal under Article 150-0 B ter: securing your French holding against 2026 DGFiP audits

Updated on 13 May 2026. Reflects Law no. 2026-103 of 19 February 2026.

The "apport-cession" — contributing shares to a personal holding before selling them — has become the dominant pre-sale structuring technique for French SME owners and tech founders. The principle is well known: before disposing of a company, the founder contributes the shares to a holding under their control; the holding then sells the contributed shares to the buyer. The tax benefit: the contribution gain is placed under a tax deferral under Article 150-0 B ter CGI, while the proceeds remain available in the holding for reinvestment.

Behind this elegant mechanic lies a legal minefield. The French tax authority (DGFiP) has made Article 150-0 B ter one of its priority audit focus areas since 2022. Its dedicated "abusive arrangements" sheet and a growing body of case law sanction poorly designed apport-cessions with abuse-of-law penalties (Article L. 64 LPF) and 80 % surcharges. Law no. 2026-103 of 19 February 2026 has further tightened the rules for contributions made on or after 20 February 2026.

This pillar guide sets out the exact conditions of the deferral, the 60 % threshold, the eligible reinvestment assets, the abusive arrangements and a securing checklist for any apport-cession holding.

• Mechanic: contribution of shares to a controlled holding → tax deferral until a triggering event.
• Conditions: contributor controls the holding; holding subject to corporate income tax.
• Sale within 3 years: mandatory reinvestment of 60 % of sale proceeds within 2 years, in eligible economic assets.
• Sale after 3 years: deferral preserved without any reinvestment obligation.
• Triggering events: sale of shares received, sale of contributed shares without reinvestment, transfer of tax residence outside the EU/EEA, gifting (under conditions).
• 2026 risks: intensified DGFiP audits, abuse of law, new restrictions under the 19 February 2026 reform.

Reference scheme#

[Founder] ───(contribution of operating co shares)───► [HOLDING] ──(sale)──► [Buyer]
     ▲                                                       │
     │                                                       │
     │◄─────── deferred contribution gain ───────────────────┘
     │
     │   3 years
     ▼
[Reinvestment 60 % in eligible assets] OR [Deferral preserved without condition]

Four conditions for the deferral#

The contribution benefits from the tax deferral if all four conditions are met (BOFiP BOI-RPPM-PVBMI-30-10-60):

1. Contributor is a French-resident individual (or their assigns).
2. The contributor controls the receiving holding (directly or indirectly, alone or with family group).
3. The holding is subject to corporate income tax.
4. The contribution concerns shares in a company subject to corporate or personal income tax.

Rollover (150-0 B) vs deferral (150-0 B ter)#

Our expert view#

"Apport-cession" has become a dangerous marketing shortcut. The deferral is not a write-off — it freezes the latent tax inside the holding for 10, 20 or 30 years until a triggering event materialises. Founders who treat their holding as a personal bank (large dividends, family loans, lifestyle expenses) inadvertently trigger the clawback. Golden rule: separate strictly the personal estate from the holding and document every investment decision as if a tax audit were coming the following month.

When does it apply?#

Only one scenario triggers a mandatory reinvestment: the holding sells the contributed shares within 3 years of the contribution. Beyond 3 years, the deferral is preserved without any reinvestment constraint.

What percentage?#

The percentage applies to the gross sale proceeds, within 2 years of the sale of the contributed shares.

Eligible economic assets#

1. Financing of permanent means assigned to the operating activity of a company (commercial, industrial, craft, professional, agricultural or financial — excluding asset management).
2. Acquisition of a stake in an operating company conferring control (> 50 % voting rights).
3. Cash subscription to the initial capital or capital increase of an eligible operating company.
4. Subscription to units of FPCI, FCPR, SLP or SCR funds with at least 75 % of assets in eligible operating companies, subject to a 5-year actual reinvestment by the fund.

What is excluded#

The deferral terminates upon five main events:

1. Sale by the contributor of the shares received in exchange.
2. Sale by the holding of the contributed shares within 3 years without reinvestment of 60 % within 2 years.
3. Loss of control over the holding by the contributor.
4. Liquidation of the holding or of the underlying company (under conditions).
5. Transfer of tax residence outside the EU/EEA (interplay with the exit tax — see our exit tax 2026 guide).

The special case of gifting#

A gift of the received shares does not trigger the deferral subject to:

• 5-year holding period by the donee (10 years for FPCI), except death or invalidity;
• Transfer of the latent tax to the donee;
• Law of 19 February 2026: new anti-abuse clause on gifts made less than 18 months after the contribution — presumed abusive unless a non-tax motive is established.

The DGFiP has published a dedicated "abusive arrangements" sheet on Article 150-0 B ter. Systematically requalified schemes:

Scheme A — The "flash" apport-cession#

Contribution in year N, sale in N+1, full distribution to the founder via dividends or shareholder loan repayment. No effective reinvestment.

Scheme B — "Cosmetic" reinvestment#

Acquisition of a shell company with no operating activity, sometimes from a family member. Documentation is in place but no real revenue.

Scheme C — Stacked holdings#

Stacking 2 or 3 holdings to split the 60 % threshold or change the triggering event. Already invalidated by the Conseil d'État.

Scheme D — Dutreil + apport-cession combination#

Combining a Dutreil pact with apport-cession to partially purge the gain without a real family transfer. Law 2026-103 now explicitly forbids this combination for contributions made after 20 February 2026.

Sanction: abuse of law#

Before the contribution#

• Full patrimonial diagnosis.
• Holding legal form (SAS or SARL).
• Active vs passive holding (impacts Dutreil eligibility).
• Articles of association: pre-emption, exclusion, governance.
• Independent valuation by a commissaire aux apports.

During the < 3-year holding period#

• Pre-identification of reinvestment targets.
• Non-binding LOIs with potential operating targets.
• Internal documentation of the economic project.

Upon a sale within 3 years#

• Formal reinvestment commitment in the sale deed.
• 60 % ring-fenced on a dedicated account.
• Effective reinvestment within 2 years.
• 5-year minimum holding of reinvested assets.

Beyond 3 years#

• Freedom regained; no reinvestment obligation.
• Continue to monitor the other triggering events.

• Law no. 2026-103 of 19 February 2026: anti-abuse clause on post-contribution gifts (< 18 months); ban on Dutreil + 150-0 B ter combinations in certain configurations; explicit exclusion of patrimonial real-estate-heavy companies from eligible reinvestments.
• DGFiP audits intensified: the National Holdings Audit Brigade has announced a 2026 plan targeting apport-cession holdings created in 2020–2022 (end of the 3-year window).
• Convergence with exit tax: a move abroad after an unfinished apport-cession triggers a double mechanism (150-0 B ter AND 167 bis).
• Conseil d'État case law: recent decisions (CE, 19 October 2024, no. 478912) firmly exclude SCPIs and passive rental real estate from eligible reinvestments.

Apport-cession remains a powerful patrimonial tool when used for its original purpose: keeping a founder's investment dynamic alive after a sale. It becomes a major tax trap when used purely to defer tax indefinitely without a real economic project. In 2026, the line is clear: the DGFiP has drawn a sharp distinction between productive reinvestment and passive deferral.

Our firm structures around ten apport-cession holdings each year, from pre-contribution diagnosis to monitoring the 60 % reinvestment. Contact our experts to secure your transaction.