{"id":8741,"date":"2026-05-04T13:00:47","date_gmt":"2026-05-04T11:00:47","guid":{"rendered":"https:\/\/www.altertax-avocats.com\/150-0-b-ter-securities-contribution-conditions-optimization\/"},"modified":"2026-05-04T13:00:47","modified_gmt":"2026-05-04T11:00:47","slug":"150-0-b-ter-securities-contribution-conditions-optimization","status":"publish","type":"post","link":"https:\/\/www.altertax-avocats.com\/en\/150-0-b-ter-securities-contribution-conditions-optimization\/","title":{"rendered":"150 0 b ter securities contribution: conditions & optimization"},"content":{"rendered":"\n \n

Article 150-0 B ter of the CGI : Contribution of securities and tax deferral<\/h1>\n \n
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Contributing shares to a company is a strategic tax operation for managers and shareholders. Article 150-0 B ter of the French General Tax Code (CGI) offers a particularly advantageous tax deferral mechanism. This mechanism allows you to defer taxation on the capital gain realized when shares are transferred to a controlled company. Understanding the terms and conditions of this system is essential to optimize your wealth and tax strategy. <\/p>

What is article 150-0 B ter of the CGI?<\/h2>

Article 150-0 B ter of the French General Tax Code introduces a tax deferral system applicable to capital gains on the contribution of securities. This system allows you to defer taxation on capital gains arising on the contribution of securities to a company subject to corporate income tax. The deferral applies until the sale, redemption or cancellation of the shares received as consideration for the contribution. <\/p>

This mechanism is designed to make restructuring operations tax-neutral. It aims to facilitate asset reorganization operations without generating an immediate tax burden. Tax deferral is a major advantage<\/strong> for taxpayers wishing to reorganize their business assets. <\/p>

Scope of application<\/h3>

The scheme applies to contributions of securities by individuals. The securities contributed must represent rights in a company subject to corporate income tax. The company receiving the contribution must also be subject to corporation tax and established in France or in a European Union country. <\/p>

The securities concerned include shares and other transferable securities. The scheme also covers contributions made as part of a company formation or capital increase. You must meet all the legal conditions to benefit from tax deferral. <\/p>

Conditions of eligibility for tax deferral<\/h2>

The application of the Article 150-0 B ter regime requires compliance with strict conditions. The transferee company must be controlled by the contributor after the transaction. This control is assessed in accordance with the criteria set out in article 150-0 B ter of the CGI, which require direct or indirect ownership of at least 50% of voting rights or rights in corporate profits. <\/p>

You must also comply with a holding requirement for the securities received. The securities obtained as consideration for the contribution must be held for a minimum period. This requirement ensures that the transaction is not a speculative one. <\/p>

Specific reporting obligations<\/h3>

Tax deferral involves specific reporting obligations. You must mention the deferral option in your tax return for the year of the contribution. This declaration must include details of the deferred capital gain and the characteristics of the securities contributed. <\/p>

Annual monitoring is essential to maintain the benefit of the deferral. Each year, you must declare the amount of deferred capital gains and any events likely to cause them to expire. Failure to comply with these obligations may result in the deferral being called into question and the capital gain being taxed immediately. <\/p>

Events triggering expiry of deferral<\/h2>

Several events can put an end to the tax deferral and trigger taxation of the capital gain. The most frequent event is the sale of the shares received as consideration for the contribution. In this case, the capital gain is taxed in the year of sale, in accordance with the rules applicable to capital gains on the sale of securities. <\/p>

Redemption or cancellation of the shares received also terminates the deferral. Similarly, loss of control of the beneficiary company terminates the deferral. The free transfer of shares<\/strong> may also trigger taxation, subject to exceptions provided for by law. <\/p>

Special cases where the deferral is maintained<\/h3>

Certain transactions enable tax deferral to be maintained despite structural changes. Share swaps carried out under tax-neutral conditions generally preserve the deferral. Mergers, demergers and partial contributions of assets may also allow the deferral to continue, subject to certain conditions. <\/p>

Transferring your tax domicile outside France is a special case. Since recent legislative changes, this transfer may not result in immediate taxation if you meet certain conditions. Whether the deferral is maintained depends on your situation and your country of residence. <\/p>

Tax benefits and wealth strategies<\/h2>

Tax deferral offers significant tax advantages for your wealth strategy. It enables you to defer the tax burden and preserve your cash flow when restructuring. This tax neutrality facilitates the creation of holding companies or the reorganization of family groups. <\/p>

This system is particularly relevant when preparing a transfer. It enables you to group together dispersed holdings without immediate taxation. In this way, you can optimize the holding structure of your business assets while deferring taxation. <\/p>

Combination with other tax incentives<\/h3>

Article 150-0 B ter can be combined with other tax optimization mechanisms. The Dutreil pact, for example, can be applied to the shares of the holding company benefiting from the contribution. This combination makes it possible to optimize the transfer while benefiting from partial exemptions from transfer duties. <\/p>

Capital gains tax schemes may also interact with the deferral. In certain situations, you may benefit from a total or partial exemption when the deferral expires. An in-depth analysis of your situation is essential to identify the best strategies. <\/p>

Risks and points to watch out for<\/h2>

Application of the Article 150-0 B ter regime entails risks that should be anticipated. Failure to comply with the eligibility conditions will result in the deferral being called into question and immediate taxation. Penalties and interest for late payment may then be added to the tax due. <\/p>

The valuation of the securities contributed is a major point of vigilance. An inadequate valuation may be requalified by the tax authorities. This reclassification may have consequences in terms of both tax and registration fees. <\/p>

Legislative and case law developments<\/h3>

The Article 150-0 B ter regime is subject to regular legislative changes. Successive Finance Acts sometimes modify the conditions of application or the conditions of deferral. You need to keep abreast of these changes to adapt your strategy accordingly. <\/p>

Administrative and judicial case law has also clarified the interpretation of the texts. Rulings by the Conseil d’Etat and the administrative courts of appeal further refine our understanding of the system. Regular monitoring of these developments is essential to ensure the security of your operations. <\/p>

Optimize your securities contribution strategy<\/h2>

Article 150-0 B ter of the French General Tax Code is a powerful tool for optimizing your tax and wealth situation. Its application requires an in-depth analysis of your personal situation and objectives. Scrupulous compliance with legal conditions and reporting obligations guarantees the legal security of your transactions. <\/p>

Specialist tax advice is often essential to maximize the benefits of the scheme. Optimal structuring of the operation enables tax deferral to be combined with other tax mechanisms. This comprehensive approach ensures that your business assets are optimized for long-term tax efficiency. <\/p>

A practical example of the system’s application<\/h3>

To illustrate the mechanism of article 150-0 B ter of the CGI, let’s consider the case of Mr. Dupont, who owns 100% of the shares in his company, SAS Alpha, which he acquired in 2010 for \u20ac100,000. In 2024, the value of these shares reaches \u20ac600,000, generating an unrealised capital gain of \u20ac500,000. Mr Dupont decides to transfer these shares to a holding company, SAS Beta, which he also controls 100%. The capital gain of \u20ac500,000 was then tax-deferred<\/strong>, enabling him to defer payment of \u20ac150,000 in tax (calculated on the basis of a single flat-rate withholding tax of 30%). Thanks to this deferral, Mr. Dupont retains this precious cash for other investments. <\/p>

In 2026, Mr Dupont sells his shares in the Beta holding company. At that point, the \u20ac500,000 capital gain becomes taxable. However, he can apply deductions for length of ownership<\/strong>, the period being calculated from 2010. This example illustrates not only the tax deferral mechanism, but also the significant cash flow advantage it generates for the contributor. <\/p>\n <\/div>\n

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Frequently asked questions<\/h2>\n

Article 150-0 B ter of the French General Tax Code raises a number of practical questions for taxpayers wishing to optimize the tax treatment of their contributions of securities. Here are the answers to the most frequently asked questions about this tax deferral mechanism. <\/p>\n

What is Article 150-0 B ter of the CGI?<\/h3>\n

Article 150-0 B ter of the French General Tax Code allows tax to be deferred on the contribution of securities to a company controlled by the contributor. This mechanism applies when the capital gain realized on the contribution is not immediately taxed, but deferred until the subsequent sale of the securities received in return. The aim of this system is to facilitate corporate restructuring without penalizing transfer transactions from a tax point of view. It is an essential tool for optimizing holding companies and wealth management structures. <\/p>\n

What are the conditions for tax deferral under Article 150-0 B ter?<\/h3>\n

To qualify for tax deferral, the contributor must control the transferee company. Control is defined as direct or indirect ownership of more than 50% of voting rights or rights in corporate profits. The contribution must relate to company shares and give rise to remuneration exclusively in the form of shares in the recipient company. The taxpayer must also expressly request tax deferral when filing his or her tax return. Failure to comply with these conditions will result in immediate taxation of the capital gain. <\/p>\n

What is the difference between Article 150-0 B ter and Article 150-0 B of the CGI?<\/h3>\n

Article 150-0 B of the CGI applies to contributions to a company subject to corporate income tax without a control condition, while Article 150-0 B ter requires the contributor to control the beneficiary company. Article 150-0 B offers a simple deferral, while Article 150-0 B ter may provide a more favorable tax deferral in certain situations. The choice between these two regimes depends on the holding structure and wealth objectives. Article 150-0 B ter is mainly intended for personal holding companies controlled by the contributor. <\/p>\n

When does the tax deferral provided for in Article 150-0 B ter end?<\/h3>\n

The tax deferral expires on the sale, repurchase, redemption or cancellation of the shares received as consideration for the contribution. Loss of control of the beneficiary company also constitutes an event terminating the deferral. In the event of the contributor’s death, the deferral generally comes to an end, unless specifically provided otherwise. Upon the occurrence of an event putting an end to the deferral, the capital gain initially deferred becomes taxable under the system applicable at the time of the event, in accordance with the tax liquidation<\/a> rules. <\/p>\n

How to declare a contribution of securities under Article 150-0 B ter of the CGI?<\/h3>\n

The declaration is made using form 2074 attached to the tax return (form 2042). The taxpayer must tick the box corresponding to the tax deferral request, and enter the amount of the deferred capital gain. It is essential to keep all supporting documents, in particular the contribution deed and the documents attesting to control of the beneficiary company. Annual monitoring should be maintained to keep an eye out for events that could put an end to the deferral. The assistance of a tax advisor is strongly recommended to secure the procedure. <\/p>\n

What are the tax benefits of Article 150-0 B ter for company directors?<\/h3>\n

This system enables managers to reorganize their business assets without incurring an immediate tax burden, facilitating the creation of controlling holding companies. It offers flexibility in estate management and business transfers by deferring taxation. The deferral can be maintained for several years, making it possible to optimize the timing of taxation according to personal tax situations. This flexibility is an invaluable asset strategy tool for entrepreneurs wishing to structure their shareholding efficiently while preserving their cash flow. Deferred capital gains represent a deferred source of taxable income<\/a> that can be optimized over time. <\/p>\n<\/div>\n <\/div>\n

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