Ownership, sharing the value, profits, the handover
The firm acts on how the shares are held at the outset, on sharing the value with the team as the company grows, on the use made of profits once there are any, and on the moment it changes hands.
The structure before the round
How the shares are held is settled while it is still cheap to settle. Once the cap table is fixed, most of it can only be undone through a reorganisation.
The value shared, and costed
The net that reaches the beneficiary and the cost to the company, instrument by instrument, run through the firm’s matrix.
The articles and the governance
They decide who will be able to take over, on what terms, and what an incoming investor will be able to require.
Development
The founder’s holding
Holding the shares through a holding company, the parent-subsidiary regime, the flows between the companies, and the capacity to reinvest that it preserves.
The founders’ package
The instrument that ties the founders to the value created, the conditions attached to it, and what it produces where no sale comes.
The first employees
BSPCE and the eligibility conditions of article 163 bis G, which a first funding round can cause to be lost, and the alternatives where they are not met.
Hiring in France
A first employee in France for a company established abroad: the obligations that arise, and the arrangements available before an establishment is created.
Distributions
How the founder is paid by their own company: the trade-off between remuneration, dividends and fees invoiced by the holding, and the counterparty each of them requires in order to hold.
Reinvestment
Profits retained rather than distributed fund the next acquisition, the premises, or a new line of business. Which regimes apply to the group’s income determines how much there is to reinvest.
Ahead
Frequently asked questions
When does a holding company make sense?
No turnover threshold decides it. The answer depends on what the founder intends to do with the business and their wealth over the next ten years: sell, pass it to their children, acquire other companies, draw income, or move abroad. The mechanisms exist (95 % exemption on dividends under the parent-subsidiary regime, tax consolidation from 95 % ownership, financing external growth, preparing a Dutreil pact), but they only deliver if they serve an identified plan.
Is a holding company enough, or does it need substance?
A holding company that exists only on paper is the first thing the French tax authorities look at. Substance is shown by facts: decisions genuinely taken at its level and recorded in its minutes, its own resources, a service agreement whose services are actually performed and charged at a defensible price, and separate accounts and bank accounts. Without these, the intended regime may be challenged and management fees charged to subsidiaries recharacterised.
What is an animating holding company and why does it matter?
A holding company is animating where it actively takes part in setting group policy and controlling its subsidiaries, and provides them with administrative, legal, accounting or financial services. That status governs access to the Dutreil pact and to several favourable regimes. It is proved by concrete, dated evidence.
How can a key employee be given equity without triggering immediate tax?
Three main instruments: free shares, BSPCE and preference shares. The choice depends on the granting company, BSPCE being reserved for companies under fifteen years old, unlisted or below €150m in market capitalisation, and at least 15 % owned by individuals. The beneficiary is taxed only on exit, subject to the cap in article 163 bis H of the French tax code, above which the excess is treated as salary.
Reinvesting sale proceeds in a new business: on what conditions?
Article 150-0 B ter of the French tax code defers taxation of the capital gain where the shares were contributed to a controlled holding company before the sale. If the holding sells within three years of the contribution, it must, for disposals carried out from 21 February 2026, reinvest at least 70 % of the proceeds in an eligible economic activity within thirty-six months, failing which the deferral is lost.
Should operating real estate be held in a separate company?
Separating the premises from the business protects the property from the risks of the activity, allows the two to be passed on separately, and lets the operating company deduct rent. The choice between an SCI taxed on income and one subject to corporate income tax turns on the holding horizon: the latter allows the building to be depreciated but produces a professional capital gain on resale.
Answers current as at 9 September 2026
Publications and award
2026 OCCUR Prize, Interprofessional CollaborationLa Rencontre OCCUR Paris
Press contribution · 24 June 2026Entrepreneurs: structuring your wealth alongside your business (in French)
Expert view · 6 October 2026Pharmacy owner’s remuneration: three structures, three approaches (in French)- Interview · 28 September 2026Setting up and handing over a pharmacy: why and how to plan ahead (in French)
ArticlesThe firm’s articles on the National Bar Council’s platform
Joint publication · 26 July 2026BSPCE: no contributions, but a line in the DSN payroll returnwith Arnaud Albalat (Galadrim) and Laura Sinthe (Puncto)
AbracamoveJoint publicationInternational retirement: what the country of residence changeswith Delphine Bes (Abracamove)
A round, a handover or a reorganisation ahead?
The firm starts from the situation as it stands, and sets out what can still be decided and what is already settled.