Selling your company and reinvesting through a contribution-disposal

The situation

Our support

1. 01

   Defining the split between personal cash and reinvestment

   We analysed the director’s personal needs, their future plans and the timetable of the transaction.

   Several scenarios were compared:

   • a direct disposal of all the securities;
   • a contribution of all the securities to a holding company;
   • a combination of a direct disposal and a prior contribution to a holding company.

   The last solution made it possible to distinguish:

   • a first block of securities sold directly, in order to provide the director with personal cash;
   • a second block contributed to a holding controlled by the director, in order to retain and reinvest part of the disposal proceeds there.

   Point of attention. A contribution-disposal is not necessarily intended to cover all the securities. The scheme can be calibrated according to the director’s cash needs and reinvestment plans.
2. 02

   Setting up the contribution to the holding

   We supported the director in setting up their holding and contributing part of their securities.

   Article 150-0 B ter of the CGI allows, under certain conditions, the capital gain realised on the contribution of securities to a company subject to corporate income tax and controlled by the contributor to be placed under a tax deferral. This is a deferral, not a definitive exemption.

   Our involvement covered, in particular:

   • the determination of the number of securities contributed;
   • the valuation of the company;
   • the setting up and governance of the holding;
   • the preparation of the legal documentation for the contribution;
   • the calculation of the capital gain placed under deferral;
   • the reporting obligations of the director and the holding;
   • coordination with the advisers working on the disposal.

   Point of attention. Timing is essential: the contribution must actually be carried out before the securities are sold by the holding.
3. 03

   Building a suitable reinvestment strategy

   As the holding was intended to sell the contributed securities within three years of the contribution, we supported the director in defining their reinvestment strategy.

   For disposals carried out since 21 February 2026, maintaining the deferral requires the holding to reinvest at least 70% of the disposal proceeds within three years and to keep the acquired assets for at least five years.

   Several forms of reinvestment were studied:

   • Financing a new activity developed directly by the holding, for example by recruiting a team, acquiring equipment or financing the means needed to launch a new entrepreneurial project. The reinvestment must then relate to permanent operating means and not to a mere cash investment.
   • Acquiring control of an existing operating company, in order to allow the director to take over or develop a new business. This solution may correspond to an external-growth project or to diversification into another sector of activity.
   • Subscribing to the capital of one or more operating companies, on their incorporation or on a capital increase. This route makes it possible to invest as a minority shareholder in several SMEs or start-ups, without necessarily taking control, provided that the companies and their activities meet the legal conditions. The subscription may also be made in a holding whose exclusive purpose is to hold eligible shareholdings.
   • Subscribing to eligible private equity funds, such as certain FCPRs, FPCIs, SLPs or SCRs. This solution makes it possible to diversify the reinvestment across several companies, sectors or investment strategies, for example growth capital, LBOs or infrastructure, subject to compliance with the investment quotas applicable to the fund.

   These various solutions can be combined. Part of the proceeds may, for example, directly finance a new entrepreneurial project, while another part is invested in several eligible funds in order to diversify the risks.

   As the 2026 reform narrowed the scope of eligible activities, we also checked the nature of each contemplated investment. Industrial, commercial, craft, agricultural or professional activities may be eligible, whereas financial activities, the management of one’s own securities portfolio, the construction of buildings for sale or letting and real estate activities are, in particular, excluded.

   Point of attention. Reinvestment is not simply a matter of replacing the cash from the disposal. It must finance a genuine economic activity, directly or through companies or funds meeting the legal conditions.

   Finally, we drew up a reinvestment schedule and a monitoring of the investments in order to track the amounts reinvested, their eligibility, the applicable time limits and their retention for the required period.