Merger premium: definition, taxation and vigilance
How does the merger premium work in 2026? Accounting definition, tax regime and errors to avoid during a merger-absorption.
Expert 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.
Merger premium: definition, taxation and vigilance
Updated March 29, 2026 - The merger premium appears in merger-absorption operations when the value of the contributions exceeds the nominal value of the securities issued in return. In practice, it should not be confused with the merger bonus, nor with a simple reserve freely distributable without prior analysis.
What does the merger premium correspond to?
The merger premium is first and foremost an accounting and corporate concept. It records the difference between the contribution value received and the nominal value of the securities delivered by the absorbing company.
To complete, see also Taxation and business taxes, Business tax audit and Tax verification.
What should not be confused
Merger bonus
It is placed on the liability side as a component of equity according to the accounting scheme used for the operation.
Merger Bonus
The BOFiP points out that the bonus follows a different logic, particularly in its tax analysis at the partner level.
Why taxation requires precise reading
The tax regime depends on:
- ▸the qualification of the operation;
- ▸whether or not to resort to the special merger regime;
- ▸the nature of the sums subsequently distributed;
- ▸and complete documentation of the operation.
The most costly mistakes
- ▸treat the merger premium as an ordinary reserve without tax review;
- ▸poorly distinguish bonus, mali and bonus;
- ▸forget the effect of subsequent distributions;
- ▸secure the legal act without finalizing the tax analysis.
Hayot Expertise Advice: on a merger, good accounting entries are not enough. It is also necessary to anticipate the future tax life of the premium recorded as a liability.
Our support
We support merger projects on the accounting, tax and documentary aspects in order to limit risks during operations and subsequent distributions.
Quick link: Structuring your merger with legal and tax support
Conclusion
In 2026, the merger premium remains a technical subject. Too rapid qualification can weaken the entire operation or future distribution.
Contact: Do you want to secure a merger before accounting or distribution? Our firm can review your paperwork, documentation and tax treatment. Make an appointment with Hayot Expertise
(Official sources: BOFiP - tax regime for mergers and analysis of the merger bonus)
Article written by Samuel HAYOT
Chartered Accountant, registered with the Institute of Chartered Accountants.
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