{"id":8745,"date":"2026-05-04T13:39:03","date_gmt":"2026-05-04T11:39:03","guid":{"rendered":"https:\/\/www.altertax-avocats.com\/150-0-b-ter-contribution-titres-complete-guide-currentyear\/"},"modified":"2026-05-04T13:39:03","modified_gmt":"2026-05-04T11:39:03","slug":"150-0-b-ter-contribution-titres-complete-guide-currentyear","status":"publish","type":"post","link":"https:\/\/www.altertax-avocats.com\/en\/150-0-b-ter-contribution-titres-complete-guide-currentyear\/","title":{"rendered":"150-0 b ter contribution titres : complete guide 2026"},"content":{"rendered":"\n \n

Article 150-0 B ter: Tax deferral on contributed securities<\/h1>\n \n
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Contributing shares to a company is a strategic operation for managers and investors. Article 150-0 B ter of the French General Tax Code offers a particularly advantageous tax deferral system. Under certain conditions, you can defer taxation on the capital gain realized on the contribution of shares. This mechanism facilitates company restructuring and optimizes your personal tax situation. <\/p>

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

Article 150-0 B ter of the French General Tax Code, codified since the 2000 Finance Act, introduces a system of automatic tax deferral for individuals<\/strong> who contribute securities to a company subject to corporate income tax. In concrete terms, if you contribute shares purchased for \u20ac100,000 and valued at \u20ac500,000, the latent capital gain of \u20ac400,000 is not taxed at the time of contribution. You thus defer payment of the tax until the actual sale of the shares received in exchange, preserving your cash for other investments. <\/p>

This mechanism is designed to be tax-neutral: the tax authorities consider that the exchange of shares does not constitute a real capital gain as long as you remain exposed to the economic risk through the holding of the new shares. In this way, the scheme facilitates corporate restructuring without penalizing taxpayers. It should be noted that Article 150-0 B ter differs from Article 150-0 B, which governs the transfer of shares: these are two complementary but distinct provisions, the first organizing a simple deferral, the second allowing a deferral subject to reinvestment conditions. <\/p>

Conditions of Application of the Tax Deferral<\/h2>

The tax deferral provided for in article 150-0 B ter is subject to four strict cumulative conditions relating to the contributor, the securities contributed, the beneficiary company and the terms of remuneration.<\/p>

Condition relating to the contributor:<\/strong> You must be an individual acting in the management of your private assets. Contributions made by legal entities or in a professional capacity are excluded from the scheme. <\/p>

Conditions relating to the securities contributed:<\/strong> The securities must be shares or corporate units (SARL, SAS, SA, SCA) of companies subject to corporate income tax. Bonds and debt securities are not eligible for tax deferral. <\/p>

Conditions relating to the recipient company:<\/strong> The company receiving the contribution must be subject to corporation tax and located in France or a member state of the European Economic Area. In particular, the contribution can be made to a holding company to optimize your asset structure. <\/p>

Conditions relating to the remuneration of the contribution:<\/strong> The contribution must be remunerated by the allocation of shares in the beneficiary company. A cash payment may be made up to a maximum of 10% of the nominal value of the shares received<\/strong>. Beyond this amount, the capital gain corresponding to the balance becomes immediately taxable. You must also undertake to retain the shares received for a minimum period of three years<\/strong> from the date of contribution. If you fail to meet this condition, the tax deferral will be cancelled. <\/p>

Eligible securities and exclusions<\/h3>

The provisions of article 150-0 B ter apply to securities representing rights in the company’s profits. Shares in soci\u00e9t\u00e9s anonymes (SA)<\/strong> and SARLs<\/strong>, as well as shares in SASs and SASUs<\/strong>, are eligible for deferred taxation. These securities must confer effective rights in the company’s capital and earnings. <\/p>

However, several categories of securities are expressly excluded from the preferential regime. Bonds<\/strong> and other debt securities<\/strong> are not eligible for tax deferral. Partners’ current accounts<\/strong> are also excluded, as they constitute receivables and not equity securities. Warrants<\/strong> and BSPCEs that have not been converted into shares<\/strong> are not eligible until they have been exercised. <\/p>

Shares in companies with a preponderance of real estate assets<\/strong> benefit from tax deferral under the same conditions. A company qualifies as a company with a preponderance of real estate assets when its assets comprise more than 50% of real<\/strong> estate or real estate rights (real rights, shares in non-trading property companies). This qualification is assessed at the date of the contribution based on the market value of the assets. <\/p>

Before proceeding with the contribution, you need to check several essential points: the exact legal nature of the securities contributed, the tax status of the issuing company (corporation tax or not), and the calculation of the real estate asset ratio if necessary. Consult the company’s articles of association and latest annual financial statements to confirm the eligibility of the shares. If you have any doubts about the tax status of the shares, you can obtain a tax ruling from the tax authorities to ensure that the transaction is definitively secure. <\/p>

Tax deferral terms<\/h2>

The capital gain carried forward is calculated according to the rules of ordinary law: you determine the difference between the value of the securities transferred and their acquisition price. This capital gain is not taxed immediately, but is deferred automatically, without any prior request. However, you must declare the contribution transaction on your tax return, mentioning the deferred capital gain in the box reserved for tax deferrals on declaration no. 2074 (Schedule “Capital gains and miscellaneous gains”). Careful record-keeping<\/a> of all documents relating to the contribution facilitates this declaration and any tax audits. <\/p>

The securities received in exchange for the contribution retain the date and acquisition price of the securities contributed, in accordance with a tax-transparency<\/strong> rule that enables the overall capital gain to be calculated on future disposal. The tax deferral continues indefinitely as long as you hold the securities received, until your death or their sale. You must declare the deferral each year on your tax return, as the tax authorities may check compliance with the conditions at any time. <\/p>

If you forget to declare the deferral or maintain it each year, you will be liable to penalties and interest for late payment. You retain the tax precedence of your initial investment, which favors long-term holdings and preserves your entitlement to deductions for length of holding at the time of final taxation. <\/p>

Administrative follow-up<\/h3>

Keeping<\/a> complete documentation secures your tax position. You should keep the notarized deed of contribution, the certificate of allocation of the shares by the beneficiary company, the valuation report on the shares contributed and received, and all valuation documents. These documents are proof of compliance with the conditions of the scheme. <\/p>

The recommended holding period is until the end of the tax deferral period, plus three years corresponding to the tax recovery period. This precaution makes it easier for the tax authorities to carry out any necessary checks, and helps justify the calculation of the final capital gain when the shares are sold. <\/p>

End of deferral and capital gains taxation<\/h2>

The tax deferral period ends when the shares received in exchange for the contribution are sold. You are then taxed on the total capital gain realized since the initial acquisition of the contributed securities, and not just on the capital gain recognized since the contribution. The calculation therefore takes into account the entire holding period, combining the initially deferred capital gain on contribution and the capital gain on disposal. <\/p>

Other events may also trigger the end of the tax deferral period. Failure to comply with the three-year holding period results in immediate taxation of the deferred capital gain, together with interest on arrears calculated at the statutory rate and a surcharge of 10%<\/strong>. The exchange, repurchase or cancellation of shares received also give rise to immediate taxation. These involuntary situations can have significant tax consequences, which you need to anticipate. <\/p>

In the event of a gift of the deferred securities, the donee takes over the tax deferral under the same conditions. This transfer of the deferral makes it possible to optimize the transfer of assets while preserving the benefit of the scheme. Conversely, the death of the contributor definitively purges the deferred capital gain without any taxation. This difference in tax treatment between donation and death is a decisive factor in your wealth strategy. <\/p>

Final taxation is based on the current capital gains<\/a> regime. You can opt for the single flat-rate<\/a> withholding tax of 30%<\/strong> (12.8% income tax and 17.2% social security contributions) or the progressive income tax scale. In the latter case, deductions for holding periods may apply depending on your situation, with the period starting from the date of initial acquisition of the contributed shares. <\/p>

Final capital gains calculation<\/h3>

The calculation of the taxable capital gain takes into account the entire holding period. You add up the capital gain on contribution (deferred at the time of contribution) and the capital gain realized between contribution and final sale. Initial acquisition costs<\/a> remain deductible from the sale price. <\/p>

Example:<\/strong> You acquired shares in 2015 for \u20ac100,000. In 2020, you transfer them to a holding company valued at \u20ac500,000 (unrealised capital gain of \u20ac400,000 carried forward). In 2024, you sell the shares received in exchange for \u20ac700,000. The total taxable capital gain is \u20ac600,000 (\u20ac700,000 – \u20ac100,000), of which \u20ac400,000 has been carried forward since the contribution and \u20ac200,000 corresponds to the capital gain realized between 2020 and 2024. <\/p>

The holding period used for deductions begins on the date the contributed shares are acquired. However, this rule only applies if you opt to be taxed on the progressive income tax scale. In our example, the holding period is 9 years (2015-2024), allowing a 65%<\/strong> allowance on the taxable capital gain if you opt for the progressive income tax scale. <\/p>

In this way, you retain the benefit of tax precedence, which favors long-term holdings. Please note: if you opt for the flat-rate withholding tax (PFU) of 30%, no allowance for length of ownership applies. You must then choose between the PFU without allowance and the progressive scale with allowance of 50% (holding period 2 to 8 years) or 65% (holding period over 8 years). <\/p>

Tax optimization and wealth management strategies<\/h2>

Article 150-0 B ter provides a simple and automatic tax deferral on the contribution of securities. It differs from article 150-0 B (contribution-cession), which provides a tax deferral conditional on reinvestment of the sale proceeds within two years. The advantage of 150-0 B ter is simplicity: you defer taxation without any obligation to reinvest, which makes it easier to restructure your holdings<\/a> and diversify your assets. <\/p>

The transfer of deferred securities is a particularly effective asset management strategy. In the event of a gift<\/strong>, the donee takes over the shares with the tax deferral continuing to apply, while the gift tax is calculated on the value of the shares without taxation of the deferred capital gain. In the event of inheritance<\/strong>, the death of the contributor definitively purges the deferred capital gain (no taxation of this capital gain), with the heirs only paying inheritance tax on the value of the securities transferred. <\/p>

Article 150-0 B ter is therefore a powerful tax optimization tool for managers and investors. By mastering this system, you can effectively structure your wealth management operations while preserving your investment capacity. However, specialized legal and tax advice is still recommended to ensure the security of your operations and avoid the risk of the deferral being called into question. <\/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 many practical questions for entrepreneurs and investors. This section answers the most frequently asked questions concerning the tax deferral mechanism on the contribution of securities. <\/p>\n

What is Article 150-0 B ter of the French General Tax Code?<\/h3>\n

Article 150-0 B ter allows tax deferral on the contribution of shares to a company controlled by the contributor. This tax deferral scheme defers taxation of the capital gain recognized at the time of the contribution, enabling entrepreneurs to restructure their holdings without incurring immediate taxation. The deferral applies to both income tax and social security contributions, offering significant flexibility for asset reorganization andtax optimization<\/a> strategies. <\/p>\n

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

To benefit from the tax deferral, several conditions must be met: the contributor must control the transferee company, either directly or with his family group. The securities contributed must be company shares. The contribution must be pure and simple, with no balancing payment or additional consideration exceeding 10% of the nominal value of the securities received. The deferral is automatic once these conditions are met, without prior approval from the tax authorities. <\/p>\n

Which securities are eligible for tax deferral under Article 150-0 B ter?<\/h3>\n

Securities eligible under Article 150-0 B ter include shares in companies subject to corporate income tax. This includes shares in soci\u00e9t\u00e9s anonymes, SARLs and SASs, as well as shares in non-trading companies that have opted for corporation tax. However, shares in partnerships that have not opted for corporation tax are generally not eligible. The nature of the securities transferred is decisive for the application of the preferential regime. <\/p>\n

When does the tax deferral granted by Article 150-0 B ter end?<\/h3>\n

The tax deferral expires on the occurrence of certain events: the sale for valuable consideration of the shares received as consideration for the contribution, the repurchase of these shares, the cancellation of the shares, the transfer of the tax residence outside France, or the donation of the shares without application of the tax deferral. At that point, the capital gain initially deferred becomes taxable. However, in certain cases, a new deferral may apply, notably in the event of reinvestment under specific conditions. <\/p>\n

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

This system offers a number of strategic advantages: it allows the tax burden to be deferred during asset restructurings, thus facilitating external growth or reorganization operations. Entrepreneurs can optimize their business assets with no immediate tax impact, preserve their cash flow, and prepare for a gradual transfer of their business. Deferral can also be combined with other favorable tax regimes, creating opportunities for comprehensive tax planning<\/a> in compliance with current legislation. <\/p>\n

How to declare a contribution of securities benefiting from tax deferral?<\/h3>\n

The declaration of a contribution benefiting from tax deferral is made using form 2074 attached to the tax return. The contributor must mention the capital gain calculated and indicate that it benefits from the deferral provided for in Article 150-0 B ter. All supporting documents relating to the transaction must be carefully preserved: contribution deed, certificate of control, valuation of the shares. Careful monitoring of events likely to terminate the deferral is essential to anticipate future taxation. <\/p>\n

How does Article 150-0 B ter fit in with other tax provisions?<\/h3>\n

Article 150-0 B ter can be combined with other tax mechanisms as part of an overall wealth strategy. For taxpayers with substantial assets, this system can be part of a broader approach that includes thereal estate wealth tax<\/a>. This approach optimizes wealth management while complying with applicable tax obligations. <\/p>\n<\/div>\n <\/div>\n

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