Tax deferral on share contributions: key points under article 150-0 B ter

Updated March 2026 - Tax deferral on a contribution of shares is a major topic in French holding-company and wealth-structuring transactions. In practice, the central reference remains article 150-0 B ter of the French Tax Code, together with the related BOFiP guidance. The mechanism can be attractive, but it is not an automatic shield. It works only if the legal transaction, the control conditions and the tax follow-up are all properly handled.

For related reading, see also Holding companies and tax optimisation, Business transfer and How to value a company.

A serious review usually covers:

• ▸control of the company receiving the contributed shares;
• ▸the nature of the shares being contributed;
• ▸what happens to the deferred capital gain;
• ▸any reinvestment obligations that may arise;
• ▸and the ongoing reporting obligations.

Each of these points matters because the tax deferral depends on more than the initial contribution deed. A structurally elegant transaction can still become fragile if the follow-up is weak.

This mechanism should not be analysed as a purely tax optimisation move. It sits at the crossroads of corporate structuring, shareholder control and tax reporting. If one part is treated casually, the overall arrangement becomes much harder to defend.

That is why the real work is not only the initial calculation. It is also the consistency between the legal operation, the capital structure after the contribution and the future events that may affect the deferred gain.

Hayot Expertise insight: in a share-contribution transaction, the costly mistake often lies more in the structuring or the follow-up than in the original tax computation.

The practical questions usually arise later: how is the holding company controlled, what happens if the contributed shares or the holding shares are sold, how is the deferred gain monitored, and does the transaction trigger a reinvestment requirement? These are precisely the issues that should be anticipated before implementation rather than reconstructed after the fact.

A good file should make the rationale readable: who contributes, to which company, under what control conditions, for what purpose, and with which expected tax consequences. The clearer the logic is at the outset, the easier it becomes to manage the reporting and the future lifecycle of the transaction.

We can help you review the structure, the conditions and the tax implications before the contribution takes place.

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In 2026, tax deferral on a contribution of shares should be read as a legal, capital and reporting mechanism, not merely as a tax optimisation lever. The real security comes from the structuring and the follow-up taken together.

Do you want to check whether your share-contribution scheme is properly secured? We can help you review the sensitive points before the operation is finalised. Book an appointment with an expert