Dutreil Pact: concrete example of transmission

Updated April 2026 - The Dutreil pact allows, under conditions, to reduce by 75% the taxable base of securities transmitted free of charge. It is one of the most powerful levers for passing on a family business, but it is neither automatic nor improvisable. The subject is secured in advance with figures, a calendar and formal commitments.

The Dutreil pact allows the transfer of shares or shares in a company operating an eligible activity by subjecting only 25% of their value to gift or inheritance tax, provided that the conservation commitments and other criteria of the system are respected.

To place this mechanism in a broader strategy, also consult our guide Family business transfer, our article Sharing donation and our file Family holding.

Let's take a family business valued at 2,000,000 euros and passed on to two children in equal shares.

Without Dutreil, the taxable base is based on the full value of the securities, before taking into account personal allowances and other applicable rules.

With Dutreil, only 25% of the value enters the tax base. The base retained therefore goes down to 500,000 euros.

This table alone shows why the file must be prepared in advance. The potential economy exists, but it only holds if the legal framework is clean.

1. An eligible activity

The Dutreil pact targets companies that carry out an industrial, commercial, artisanal, agricultural or liberal activity. A purely heritage or passive activity does not make it possible to secure the system.

The question of the hosting holding company remains central. When the intermediary company plays an active role in the management of the group, the analysis can become favorable. But this qualification must be carefully documented and verified, because the administration remains very attentive to the real nature of the animation.

2. A commitment to conservation

The heart of the system is based on conservation commitments. In practice, there must be a collective or unilateral commitment relating to the securities, for a minimum period of two years, then an individual commitment to conservation for four years after transmission. In other words: Dutreil is won over time. There is no point in signing a document if the family is not capable of maintaining the organization of assets and governance over time.

3. A detention threshold to be respected

For unlisted companies, the system assumes in principle a minimum holding of 17% of financial rights and 34% of voting rights. For listed companies, the thresholds are lower, around 10% of financial rights and 20% of voting rights.

These thresholds are often the breaking point in mixed files or family groups or several branches coexist. It is therefore necessary to check the capital structure before constructing the arrangement.

4. An effective management function

Dutreil is not just a tax tool. It also assumes that a management function is exercised under conditions compatible with the regime. This is what connects the heritage file to the economic life of the company.

In practice, it is necessary to be able to show that there is real management, a clear managerial line and continuity. in the conduct of the activity.

The classic case is that of a manager who wants to gradually pass it on to his children while maintaining operational control of the company for a few years.

The usual setup looks like this:

• the company is valued in advance;
• the titles are identified and legally qualified;
• the Dutreil commitments are put in place;
• the transmission is carried out by donation or inheritance;
• individual commitments are monitored for the entire required period.

When the file is well maintained, the operation allows more value to be transmitted with less tax friction. When it is poorly prepared, reconsideration can be costly.

Dutreil is effective, but it does not tolerate rough assembly. The points of vigilance often come back to the same subjects:

• insufficiently eligible company activity;
• poorly documented qualification as animating holding company;
• detention thresholds not respected;
• poorly formalized conservation commitments;
• poorly proven effective direction;
• unanticipated capital changes during the commitment period.

Hayot Expertise Advice: in a Dutreil case, the risk does not only come from taxation. It often comes from unclear family governance, a poorly anticipated calendar or an insufficient documentary file.

There are situations where the file can be more flexible, in particular when ownership and governance make it possible to characterize a commitment deemed acquired. But it would be dangerous to reason only on an exception, without verifying the exact structure of the capital and the situation of each security holder.

In practice, you must always ask yourself:

• who holds what today?
• who will be in charge tomorrow?
• what are the family branches involved?
• which titles should be transmitted first?
• what is the safety margin if the structure evolves?

These questions avoid discovering too late that an elegant assembly in theory is not tenable in practice.

Transmission often takes place in full ownership, but it also happens that it is organized in bare ownership with reservation of usufruct. The Dutreil Pact can then be combined with this heritage logic, provided that the value transmitted and the scope of each commitment are carefully calculated.

The essential point is the following: it is not because we transmit bare ownership that the subject becomes simple. On the contrary, we need even more coherence between taxation, governance and future rights on securities.

Let's take a manager who owns 100% of an operating company. He wants to pass the business on to his two children, but one of them already works in the group while the other is not yet involved.

In this case, the Dutreil pact does not only respond to a tax reduction issue. It also helps to organize:

• continuation of management;
• the distribution of capital;
• the transmission schedule;
• conservation rules;
• the place of each child in governance.

This is often where the file gains value: it allows tax imperatives and family balance to coexist.

The best time to act is not signing day. This is well before, when the structure can still be adjusted. In practice, it is necessary:

• have the capital and voting rights audited;
• check the eligibility of the activity;
• document the management function;
• anticipate the commitment schedule;
• validate the treatment of interposed holding companies;
• organize useful evidence with the notary and the accountant.

This preparatory phase avoids last minute corrections and gives the notary a cleaner file to process.