Passing on a family group using the Dutreil pact

The situation

Our support

1. 01

   Checking eligibility for the Dutreil pact

   We analysed:

   • the activities carried out by the various companies;
   • the holding’s actual role in running the group;
   • the make-up of its assets;
   • the management duties performed by the parents and capable of being taken over by one of the children;
   • the shareholdings held at each level;
   • the transactions contemplated during the holding period.

   The Dutreil pact allows, subject to conditions, an exemption from gift or inheritance tax of up to 75% of the value of the transferred securities. It applies to companies carrying on mainly an industrial, commercial, craft, agricultural or professional activity. An animating holding company may also be eligible where it actively takes part in running its group’s policy.

   Point of attention. The Dutreil pact is not a single scheme. Its implementation depends on the ownership structure, the group’s activity and the way the transmission is organised.
2. 02

   Comparing several forms of Dutreil pact

   We presented several solutions to the family.

   The Dutreil pact on the operating company’s securities

   The first option was to transfer directly part of the operating company’s securities.

   This solution was the clearest: the securities covered by the pact were precisely identified and the 75% exemption applied directly to their value. It also made it possible to reserve the business block for the child taking over, the other children being able to receive personal assets or a balancing payment as part of a shared gift.

   The Dutreil pact on an animating holding company

   A second option was to transfer the securities of the holding if its animating character could be established.

   This solution made it possible to capture the group as a whole, but required documenting the holding’s concrete role in defining the strategy, directing and supporting its subsidiaries. The assets also had to be analysed in order to identify those actually assigned to the eligible activity.

   The Dutreil pact through interposition

   Where the holding is passive or its animating character is insufficiently established, a Dutreil pact may be contemplated through interposition.

   In that case, the commitment relates to the operating company’s securities held by the holding, while the gift relates to the securities of the holding. The exemption is then limited to the fraction of the holding’s value representing the eligible shareholding in the operating company.

   This arrangement also entails keeping the relevant shareholdings at each level of interposition and closely monitoring the transactions carried out during the holding commitments.

   Point of attention. Where the holding’s animating character is uncertain, the Dutreil pact through interposition can offer a more objective solution, but the exemption then covers only the fraction of value corresponding to the eligible operating assets.
3. 03

   Adapting the pact to the family’s objectives

   We then compared several ways of carrying out the transmission:

   • a full-ownership gift;
   • a bare-ownership gift with retention of the usufruct;
   • a full or partial transfer of the securities;
   • a shared gift allocating the business block to the child taking over;
   • the setting up of a collective holding commitment;
   • the use, where its conditions are already met, of the “deemed acquired” commitment regime.

   Since 21 February 2026, the regime provides in particular for an individual holding commitment of six years, following the collective commitment of a minimum duration of two years.

   A full-ownership gift may, where the donor is under 70 and the conditions are met, benefit from a 50% reduction in the tax calculated after applying the Dutreil pact. A bare-ownership gift, for its part, makes it possible to reduce the taxable base while leaving the parents the usufruct and the income attached to the securities.

   Finally, we drew up a roadmap covering the valuation of the securities, the drafting of the commitments, coordination with the notary, the organisation of the future management and the monitoring of the reporting obligations. Compliance with these obligations must be tracked throughout the life of the scheme.