Contribution and sale: selling shares and reinvesting the price
Contributing shares to a holding company controlled by the contributor places the capital gain under a tax deferral (article 150-0 B ter of the French Tax Code). If the holding sells the shares within three years of the contribution, the deferral is maintained only if part of the price is reinvested in an eligible economic activity.
For sales carried out since 21 February 2026, the day after the Finance Act for 2026 was published, the reinvestment covers 70% of the price, within three years, with a five-year holding period. The firm organises the timing of the contribution and the sale, analyses the planned reinvestments and issues the reinvestment opinion.
What are the steps of a contribution and sale and of the reinvestment?
- Control of the holding by the contributor and timing between contribution, signing and sale.
- Calculating the amount to reinvest and the applicable period depending on the date of sale.
- Eligibility of reinvestments: operating companies, private equity funds, excluded activities.
- Combining the scheme with a gift of the shares before the sale.
- Reinvestment opinion and reporting follow-up of the deferral.
What are the figures and thresholds for 2026?
| Item | Value | Reference |
|---|---|---|
| Sale by the holding triggering reinvestment | Within 3 years of the contribution | Art. 150-0 B ter CGI |
| Share of the price to reinvest | 70% | Art. 150-0 B ter CGI |
| Reinvestment period | 3 years | Art. 150-0 B ter CGI |
| Holding of the reinvestment | 5 years | Art. 150-0 B ter CGI |
In which cases has the question arisen?
Selling your company and reinvesting through a contribution-disposal
A founder selling their company to an industrial group: balancing personal cash and reinvestment, contribution-disposal (150-0 B ter) and an eligible reinvestment strategy.
Structuring a director’s shareholdings and investments through a holding
A director holding their operating company and several shareholdings: pooling through a holding, parent-subsidiary regime, organisation of flows and preparation of the transmission.
Frequently asked questions
What is a contribution and sale?
Under article 150-0 B ter of the French Tax Code, contributing shares to a holding company controlled by the contributor defers tax on the gain until the holding’s shares are sold, bought back or cancelled.
What must the holding reinvest if it sells the shares?
If the sale takes place within three years of the contribution, the holding reinvests 70% of the price within three years and keeps the reinvestment for five years, for sales carried out since 21 February 2026, the day after the Finance Act for 2026 was published.
Which reinvestments qualify?
Eligible activities are defined by reference to article 199 terdecies-0 A of the French Tax Code: financial, real estate and asset management activities are excluded.
Answers current as at 9 October 2026
Publications and award
2026 OCCUR Prize, Interprofessional CollaborationLa Rencontre OCCUR Paris
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