Selling a company, contribution and sale

How the firm works

The order of the steps

Two sales at the same price do not produce the same net. The gap comes down to the instrument chosen and to the timing of the steps around it, both settled before negotiations begin.

The timetable

Contributing to a holding, making a gift, changing residence: each only works if it comes before the commitment to the buyer.

The numbers before the instrument

The net left after tax and social levies, calculated for each scenario and for each beneficiary.

The same firm after the deal

What follows the sale is handled by the people who prepared it, on the same file.

→Case study · Choosing the instrument before a sale →Case study · Securing your management package before a sale →Case study · Selling or reinvesting shares received as an employee

After the sale

Three paths that open up

Reinvestment

article 150-0 B ter

Contributing the shares to a holding before the sale defers the gain, provided the proceeds are reinvested within the time limit and in assets that qualify.

→Case study · Selling your company and reinvesting with a contribution-disposal →Corporate taxation

Transmission

family holding

Pooling the proceeds within a family holding, then passing on its shares rather than the funds themselves: one structure to govern, and a gift that can be staged over time.

→Case study · Pooling and passing on financial assets in a family holding →Wealth structuring

Departure

exit tax

Leaving France while keeping a major shareholding triggers the exit tax, with a deferral to claim and reporting to keep up each year. And departure does not always move the taxation: many treaties reserve gains on substantial participations to France.

→Case study · Leaving France while keeping a major shareholding →Global mobility

Related section

And if the company is kept

Ownership, sharing the value with the team, what gets reinvested, and passing the group on under the Dutreil pact rather than selling it.

Growth→

Case studies

Questions

Frequently asked questions

What is the contribution-and-sale mechanism, and what deadline applies?

Article 150-0 B ter defers taxation of the gain where the shares are contributed to a controlled holding company before they are sold. The reinvestment obligation is triggered only if the holding sells the contributed shares within three years of the contribution: for disposals carried out from 21 February 2026, it must then reinvest at least 70 % of the proceeds in an eligible economic activity within thirty-six months, and hold the reinvestment assets for at least five years. Beyond three years of holding, the deferral is maintained with no reinvestment obligation.

When should preparation for a sale begin?

Twelve to twenty-four months before signing. That is the time required to put a holding company in place, to make a gift before the sale, or to enter into a Dutreil pact, whose effects depend on dates preceding the sale.

Is it worth giving shares to my children before selling?

A gift before the sale wipes out the latent gain on the shares given, provided the gift genuinely precedes the sale and the donor does not take back the price. The operation is often combined with a shared gift and a Dutreil pact.

How is the gain on a sale taxed?

At the 31.4 % flat tax, or on election at the progressive rates with the holding-period allowances reserved for shares acquired before 2018, plus, where applicable, the exceptional contribution on high incomes and the differential contribution on high incomes.