Contribution-disposal (apport-cession)

Which text applies?

• Art. 150-0 B ter of the French Tax Code (CGI) : Defers taxation of the capital gain on a contribution of shares to a company subject to corporate tax controlled by the contributor, and lists the events that end the deferral.

On what conditions is the gain deferred?

Deferral applies automatically where shares are contributed to a company subject to corporate tax, or to an equivalent tax, controlled by the contributor. Control is assessed on the date of the contribution, taking account of the rights held after it: a majority of the voting rights or of the rights to profits, including with the family circle, a majority resulting from an agreement between shareholders, or decision-making power exercised in fact. It is presumed from one third of the rights where no other shareholder holds a larger fraction.

It is a deferral, not an exemption: the gain is calculated on the date of the contribution, declared, then reported each year on the income tax return.

What happens if the holding company sells the shares within three years?

If the holding company sells the contributed shares within three years of the contribution, the deferral is maintained only if, within three years of the sale, it reinvests at least 70% of the proceeds in an eligible economic activity and retains the assets acquired for at least five years. The reinvestment may take the form of financing permanent operating resources, acquiring shares conferring control of an operating company, subscribing in cash to the capital of such a company, or subscribing to certain private equity funds.

These rules result from the Finance Act for 2026 and apply to sales of contributed shares made from 21 February 2026; the previous regime required 60% within two years. Financial activities, the management of a portfolio of securities or of real estate, and real estate activities are excluded from reinvestment.

When does the deferral end?

The deferral ends in particular on the sale, redemption, repayment or cancellation of the shares received in exchange for the contribution, on a sale of the contributed shares within three years without compliant reinvestment, or on a transfer of tax domicile outside France. The gain then becomes taxable for the year of the event.

If the shares received are given away, the deferral may be transferred to the donee where the donee controls the company that received the contribution. The donee is taxed on the deferred gain if they sell the shares within six years, extended to eleven years for certain forms of indirect reinvestment.

Area of practice

• Contribution and sale (150-0 B ter) →

In which cases does this concept arise?

• Selling your company and reinvesting through a contribution-disposal→
• Opening up your company’s capital while preparing succession→

Which related concepts should you know?

• Tax deferral (report d’imposition)
• Reinvestment obligation
• Roll-over relief (sursis d’imposition)
• Capital gain on the sale of shares
• Purging the capital gain by gift
• Gift-disposal (donation-cession)
• Timing of the transactions