French article 150-0 B ter contribution-disposal: holding company and reinvestment guide 2026
A 2026 guide to the French contribution-disposal regime under article 150-0 B ter for founders, sellers and holding companies.
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Holding tax advice in France | IS, participation exemptionExpert note: This article was written by our chartered accountancy firm. Information is current as of 2026. For a personalised review of your situation, contact us.
The French contribution-disposal regime is often presented too simply: contribute shares to a holding company, sell through the holding, then reinvest. Article 150-0 B ter is instead a conditional tax deferral that must be prepared before contribution and monitored after disposal.
Executive Summary#
The deferral generally requires a contribution to a corporate-tax company controlled by the contributor and ongoing compliance with subsequent events. If the holding sells the contributed shares within three years, reinvestment of a significant part of the proceeds into eligible activities becomes central. Passive wealth management is not enough.
Decision Matrix#
| Leadership situation | Working option | Control point |
|---|---|---|
| Sale likely in the short term | Contribute only if defensible | Timeline, value and business purpose |
| Sale within three years | Plan reinvestment | Timing, eligible assets, holding period and evidence |
| Existing holding company | Pre-transaction audit | Control, purpose, debt, substance and accounts |
| Passive wealth project | Do not assume eligibility | Real business activity or eligible investment support |
Control Points to Document#
- Valuation of contributed shares and contribution auditor report where required.
- Control of the holding company and corporate tax status.
- Timeline: contribution, sale, reinvestment commitment, subscriptions and holding period.
- Bank trail for disposal proceeds and subsequent investments.
- Annual tax reporting linked to the deferral and documented subsequent events.
Operational Example#
Illustration: a founder contributes shares valued at EUR 5m to a holding, which sells them 18 months later. The issue is not just sale price; reinvestment nature, timing and evidence must be documented. Passive property investment is not analysed like funding an operating business.
Our Chartered Accountant's View#
We start with one question: what will the holding actually do after the sale? If the answer is vague, the structure is premature. The holding needs its own accounting, governance, identifiable bank flows and a reinvestment strategy aligned with law and BOFiP doctrine.
The Underestimated Risk#
The underestimated risk is post-sale monitoring. Many sellers secure the contribution deed, then lose discipline: mixed bank flows, poorly qualified investments, missed deadlines or no annual evidence file.
What Leadership Must Decide#
- Decide whether the holding has an economic purpose beyond tax deferral.
- Validate valuation and timeline before advanced buyer commitments.
- Select reinvestment assets with tax advice before execution.
- Set up a permanent evidence and reporting file.
- Model wealth impact: income, succession, real estate wealth tax and family governance.
2026 Watchpoints#
- The legal text in force on 3 May 2026 must be reviewed before signing.
- Cash consideration, control and rapid disposal are sensitive points.
- Reinvestment requires eligible activities or supports, not a vague intention to invest.
- Earn-out payments after disposal can affect tax tracking and evidence.
Useful Internal Links#
- contributing shares to a French holding
- French holding company taxation
- family holding company
- personal holding strategy for executives
- earn-out and deferred price
- French holding tax advice
- executive wealth planning
- corporate legal coordination
- wealth structuring for startup founders
- holding company accounting with Pennylane
Frequently asked questions
Does article 150-0 B ter eliminate capital gains tax?+
No. It creates a conditional tax deferral. The deferral can end if triggering events occur or monitoring conditions are not respected.
Can shares be contributed just before a sale?+
Only if timing, valuation and economic substance are defensible. A last-minute structure with no real holding project is high risk.
Can reinvestment be made into real estate?+
Operational real estate, business activity and passive wealth management must be distinguished. Eligibility is analysed case by case using BOFiP doctrine.
Who must control the holding company?+
The regime targets a company controlled by the contributor under the legal definition. Control must be documented before the transaction.
Which documents should be kept?+
Contribution deeds, valuation memo, corporate decisions, bank flows, sale contracts, reinvestment evidence, annual accounts, tax filings and tax correspondence.
Official Sources Used#
- Légifrance - CGI, article 150-0 B ter
- BOFiP - Conditions d’application du report 150-0 B ter
- BOFiP - Remploi et conservation des actifs
- BOFiP - Evénements mettant fin au report
Freshness note: Current as of 3 May 2026.
Article written by Samuel HAYOT
Chartered Accountant, registered with the Institute of Chartered Accountants.
Regulated French accounting and audit firm based in Paris 8, built to support companies across France with a digital and decision-oriented approach.
Sources
Official and operational sources cited for this page.
This topic is part of our service Holding tax advice in France | IS, participation exemption
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