{"id":8753,"date":"2026-05-04T14:34:44","date_gmt":"2026-05-04T12:34:44","guid":{"rendered":"https:\/\/www.altertax-avocats.com\/150-0-b-ter-contribution-titres-experts-guide-currentyear\/"},"modified":"2026-05-04T14:34:44","modified_gmt":"2026-05-04T12:34:44","slug":"150-0-b-ter-contribution-titres-experts-guide-currentyear","status":"publish","type":"post","link":"https:\/\/www.altertax-avocats.com\/en\/150-0-b-ter-contribution-titres-experts-guide-currentyear\/","title":{"rendered":"150-0 b ter contribution titres : expert’s guide 2026."},"content":{"rendered":"\n \n

Article 150-0 B ter of the CGI: Optimizing the Contribution of Securities<\/h1>\n \n
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Contributing shares to a company is a strategic operation for many managers and investors. The provisions of article 150-0 B ter of the French General Tax Code offer an advantageous tax regime, enabling the deferral of taxation on the capital gain realized on this transaction. Understanding the mechanisms and conditions of this scheme is essential to optimize your tax strategy<\/a> when restructuring your assets or business. In particular, this system facilitates the regrouping of shareholdings<\/a> in family<\/a> holding structures, while benefiting from particularly advantageous temporary tax neutrality. <\/p>

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

Article 150-0 B ter of the French General Tax Code establishes a mechanism for deferring taxation on capital gains<\/a> realized on the contribution of securities to a company. When an individual contributes securities that he or she owns to a company and receives securities in the beneficiary company in return, the capital gain recognized at the time of the contribution is not immediately taxed. It is only taxed on the subsequent sale of the securities received as consideration for the contribution, or on the sale of the securities contributed by the recipient company. <\/p>

This system facilitates asset restructuring operations without generating an immediate tax burden for the contributor, enabling him to reorganize his assets while deferring taxation until an effective cash-generating disposal.<\/p>

Conditions for application of the 150-0 B ter scheme<\/h2>

To qualify for the tax deferral provided for under article 150-0 B ter, a number of cumulative conditions must be met, all of which are strictly defined by tax legislation.<\/p>

Type of securities contributed<\/h3>

The securities contributed must constitute transferable securities or corporate rights. This includes shares, SARL (limited liability company) shares and partnership shares. The securities must be held by an individual acting in the management of his or her private assets. <\/p>

The securities contributed may come from the contributor’s personal portfolio or from a previous professional activity. The tax status of the securities at the time of contribution determines the regime applicable to the capital gain. <\/p>

Quality of beneficiary company<\/h3>

The transferee company must be subject to corporate income tax. It may be established in France or in another member state of the European Union, or in a state party to the Agreement on the European Economic Area that has signed a tax treaty with France. <\/p>

This condition guarantees that the transaction takes place within a controlled and transparent tax framework. Companies established in non-cooperative countries are generally excluded from this regime. <\/p>

Remuneration of the contribution<\/h3>

The contribution must be remunerated exclusively by the allocation of shares in the beneficiary company. Any cash payment in excess of 10% of the nominal value of the shares received will result in immediate taxation of the capital gain in the amount of this payment. <\/p>

The value of the securities received must correspond to the actual value of the securities contributed. A significant discrepancy could be requalified by the tax authorities as an abnormal act of management or give rise to tax reassessments<\/a>. <\/p>

The securities contributed must constitute transferable securities or corporate rights held by an individual as part of the management of his or her private assets. Eligible securities include shares in joint-stock companies (SA, SAS, SASU), shares in limited liability companies (SARL), and shares in partnerships (SNC, soci\u00e9t\u00e9s civiles). <\/p>

The transferee company must be subject to corporate income tax. It may be established in France or in another Member State of the European Union, or in a State party to the Agreement on the European Economic Area that has signed a tax treaty with France. <\/p>

The contribution must be remunerated exclusively by the allocation of shares in the beneficiary company, with any cash payment in excess of 10% of the nominal value of the shares received triggering immediate taxation of the capital gain in the amount of this payment. The value of the shares received must correspond to the actual value of the shares contributed, as a significant difference may be requalified by the tax authorities as an abnormal management act and give rise to tax reassessments<\/a>. <\/p>

Tax deferral mechanism<\/h2>

Tax deferral is at the heart of the 150-0 B ter system. The unrealized capital gain at the time of the transfer is not taxed immediately, but remains deferred until a triggering event occurs. <\/p>

Calculation of deferred capital gains<\/h3>

The capital gain carried forward corresponds to the difference between the actual value of the securities contributed on the date of contribution and their acquisition price by the contributor. This capital gain is calculated in accordance with the rules of ordinary law applicable to capital gains on the sale of securities. <\/p>

Acquisition costs may be deducted from the cost price in accordance with tax regulations. The taxpayer may opt for the flat-rate deduction<\/a> or the deduction of justified actual costs<\/a>. <\/p>

Events triggering taxation<\/h3>

Several events can put an end to the tax deferral and trigger taxation of the initially deferred capital gain. The first triggering event is the sale for valuable consideration of the securities received as consideration for the contribution. <\/p>

Redemption, repayment or cancellation of the securities received also triggers taxation of the deferred capital gain. Similarly, the sale by the beneficiary company of the securities contributed to it terminates the deferral for the contributor. <\/p>

The transfer of a tax residence outside France may also constitute a taxable event, unless international tax treaties or the specific regime for departures abroad apply.<\/p>

The capital gain<\/a> carried forward corresponds to the difference between the actual value of the securities contributed on the date of contribution and their acquisition price by the contributor. This capital gain is calculated in accordance with the rules of ordinary law applicable to capital gains on the sale of securities. <\/p>

Several events put an end to the tax deferral and trigger taxation of the initially deferred capital gain. The main triggering events concern the securities received as consideration for the contribution: their sale for valuable consideration, their repurchase, their redemption or their cancellation. The transfer by the beneficiary company of the securities contributed to it also constitutes a triggering event for the contributor. <\/p>

The transfer of a tax residence outside France may also trigger taxation, subject to the application of international tax treaties or the specific regime provided for departures abroad under the principle of tax territoriality<\/a>.<\/p>

Tax benefits of the 150-0 B ter regime<\/h2>

The 150-0 B ter scheme offers a number of significant tax advantages for taxpayers making share contributions as part of asset restructurings. This preferential regime optimizes the tax burden while preserving the company’s cash position, thus facilitating reorganization operations with no immediate impact on the contributor’s taxable income<\/a>. Taxpayers can thus structure their holdings efficiently, whether their assets are located in France or abroad<\/a>, while deferring the taxation of unrealized capital gains. <\/p>

No immediate disbursement<\/h3>

The main advantage of the 150-0 B ter scheme is that the capital gain realized on the transfer is not immediately taxed. The contributor does not have to mobilize cash to pay the tax at the time of the transaction, enabling him or her to reinvest the full value of the securities contributed in the new structure without any tax penalty. This temporary tax neutrality facilitates asset restructuring and encourages the development of entrepreneurial projects without immediate financial constraints. <\/p>

Optimizing wealth transfer<\/h3>

Tax deferral facilitates the creation of wealth or family holding companies, by enabling taxpayers to combine their holdings in a single structure without immediately incurring the tax burden associated with unrealized capital gains. This strategy is particularly advantageous for gradually organizing family assets with a view to their transfer, while benefiting from deferred taxation. <\/p>

Reporting obligations and tax monitoring<\/h2>

To benefit from the tax deferral regime provided for under article 150-0 B ter, taxpayers must comply with specific reporting requirements. These formalities guarantee the traceability of the transaction and enable the tax authorities to closely monitor the capital gains carried forward. <\/p>

Declaration of the contribution<\/h3>

The contributor must mention the contribution transaction on his tax return for the year in which the contribution was made. He or she must indicate the amount of the tax-deferred capital gain and the main features of the transaction, in particular the identity of the recipient company and the nature of the securities concerned. <\/p>

This declaration enables the tax authorities to monitor deferred capital gains and check compliance with the conditions for application of the scheme. Failure to file a declaration, or an incomplete declaration, may result in the deferral being called into question and significant tax penalties being applied. <\/p>

Annual monitoring of capital gains carried forward<\/h3>

Each year, the taxpayer must declare the amount of capital gains remaining to be deferred on his tax return. This annual monitoring requirement guarantees the traceability of transactions and enables the tax authorities to check the consistency of successive declarations over time. <\/p>

The taxpayer must also inform the tax authorities of any event likely to terminate the tax deferral, such as the sale, redemption or cancellation of the securities received. The occurrence of a triggering event must be declared within the legal timeframe to avoid the application of penalties and late interest. <\/p>

Retention of supporting documents<\/h3>

The taxpayer must retain all documents relating to the contribution for the duration of the tax deferral and beyond. These documents include the contribution deed, certificates from the beneficiary company, valuations of the securities contributed and received, and all proof of the initial acquisition price. <\/p>

The recommended retention period is until the expiry of the tax authorities’ recovery period following the unwinding of the deferral. In practice, these documents should be kept for at least six years after the final taxation of the initially deferred capital gain. <\/p>

Professional assistance with reporting obligations<\/h3>

The complexity of tax obligations and the risk of errors justify the use of qualified professional support. A chartered accountant or a tax lawyer can ensure compliance with formalities and optimize the administrative management of the file, particularly for deductible professional expenses<\/a> related to these procedures. <\/p>

For transactions involving companies established in other Member States, reporting obligations may vary according to the applicable tax treaties and the tax system in the European Union<\/a>. In such cases, a specific analysis of international administrative cooperation rules is required to ensure that the transaction is compliant. <\/p>

The contributor is required to declare the contribution on his tax return for the year in which the contribution was made, indicating the amount of the deferred capital gain and the main features of the transaction. This declaration enables the tax authorities to monitor deferred capital gains and verify compliance with the conditions for application of the scheme, bearing in mind that failure to declare may result in the deferral being called into question and penalties being applied. <\/p>

Each year, the taxpayer must declare the amount of capital gains remaining under deferral and inform the tax authorities of any event likely to put an end to the deferral. This annual reporting obligation ensures the traceability of transactions, enables the tax authorities to check the consistency of successive declarations, and ensures compliance with legal deadlines in the event of a taxable event, thus avoiding the application of penalties. <\/p>

Risks and precautions<\/h2>

Despite its advantages, the 150-0 B ter scheme entails certain tax risks that taxpayers need to anticipate with the assistance of a specialist tax advisor<\/a>.<\/p>

Risk of tax requalification<\/h3>

The tax authorities may call into question the benefit of the tax deferral if they consider that the contribution transaction does not comply with the legal conditions or is of an artificial nature<\/a>. In particular, an inadequate valuation of the securities contributed or received may lead to reclassification. <\/p>

Transactions carried out primarily for tax purposes, with no real economic substance<\/a>, can be challenged on the grounds of abuse of tax law. Case law carefully examines the reality and economic coherence of restructuring operations. <\/p>

Complexity of monitoring over time<\/h3>

Tax deferral can extend over several years, or even decades. This extended period calls for rigorous monitoring of the tax situation and meticulous conservation of all supporting documents. <\/p>

Legislative changes subsequent to the contribution may affect the tax regime applicable when the deferral is unwound. Constant legal monitoring is essential to anticipate regulatory changes likely to have an impact on deferred taxation. <\/p>

The tax authorities may call into question the benefit of the tax deferral if the contribution transaction does not comply with the legal conditions or is of an artificial nature. Inadequate valuation of the securities contributed or received is a frequent reason for requalification. Transactions carried out primarily for tax purposes, with no real economic substance, may also be challenged on the grounds of abuse of tax law, with case law carefully examining the reality and economic coherence of restructuring operations. <\/p>

Tax deferral can extend over several years, or even decades, requiring rigorous monitoring of the tax situation and meticulous retention of all supporting documents relating to the initial contribution transaction and the securities received.<\/p>

Relationship with other tax measures<\/h2>

The provisions of Article 150-0 B ter may be combined with the deductions for length of ownership applicable to capital gains on securities. When the tax deferral is unwound, the holding period is calculated from the initial acquisition date of the contributed securities, enabling the tax deductions to be applied if the holding period conditions are met, thus optimizing the overall tax burden of the transaction. <\/p>

Cumulation with tax allowances for length of ownership<\/h3>

When the tax deferral is unwound, the initially deferred capital gain may be eligible for deductions for length of ownership if the conditions are met. The holding period is calculated from the date of initial acquisition of the contributed securities. <\/p>

Legal and tax support recommended<\/h2>

The complexity of the 150-0 B ter system and the associated financial stakes justify the use of qualified professional support. In-depth expertise in tax law is essential to analyze your personal situation and ensure the legal security of the transfer operation. <\/p>

A tax lawyer verifies compliance with legal requirements, optimizes the structure of the transaction, and handles the drafting of legal deeds as well as the completion of tax formalities. This global, forward-looking vision enables us to anticipate long-term tax consequences and maximize the benefits of tax deferral. <\/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 questions for entrepreneurs and investors wishing to optimize their securities contribution operations. This section provides answers to the most frequently asked questions about this tax advantage. <\/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 provides a tax deferral mechanism for capital gains realized on the contribution of securities to a company. This mechanism applies when a taxpayer contributes equity securities or corporate rights to a company and receives shares in the beneficiary company in exchange. The deferral of taxation remains applicable as long as the securities received as consideration for the contribution are retained, offering significant tax optimization for restructuring operations. <\/p>\n

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

To benefit from the tax deferral, a number of conditions must be met: the contribution must relate to shares or rights in companies subject to corporate income tax, the consideration for the contribution must be exclusively in the form of shares in the beneficiary company, and the contributor must undertake to retain the shares received. In addition, certain tax formalities must be completed when the tax return is filed. If these conditions are not met, the preferential tax regime may be called into question, and the capital gains taxed immediately. <\/p>\n

How to optimize the tax impact of a contribution of securities under the Article 150-0 B ter regime?<\/h3>\n

Tax optimization of a securities contribution requires rigorous tax planning<\/a>. It involves analyzing the value of the securities contributed, structuring the transaction to take account of shareholding thresholds, and anticipating events that may trigger deferred taxation. Combination with other tax regimes, such as the Dutreil pact or partial tax exemption schemes, can enhance optimization. It is also essential to assess the impact of the wealth tax on real estate wealth, and to plan an exit strategy to minimize the future tax burden when the shares are sold. <\/p>\n

What events can trigger taxation of deferred capital gains?<\/h3>\n

Several events trigger taxation of the initially deferred capital gain: the sale for valuable consideration of the securities received in consideration of the contribution, the repurchase of these securities by the issuing company, their cancellation, or their contribution to a company not subject to corporation tax. However, under certain conditions, the deferral can be maintained by exchanging the securities received without any balancing payment. It is also crucial to keep an eye on any mergers, demergers or restructuring operations that could affect the tax deferral and require in-depth legal analysis. <\/p>\n

Does Article 150-0 B ter apply to contributions of shares in foreign companies?<\/h3>\n

Article 150-0 B ter can be applied to contributions of shares in foreign companies, provided that these companies are subject to a tax equivalent to French corporation tax. This condition is intended to ensure a degree of tax harmonization. In an international context, it is also important to ensure that the regime is compatible with bilateral tax treaties and European law. Cross-border contributions raise complex issues, requiring expertise in international tax law<\/a> to secure the transaction and avoid double taxation. <\/p>\n

What are the reporting requirements to benefit from Article 150-0 B ter?<\/h3>\n

Declaration obligations are essential to secure the benefit of tax deferral. The contributor must mention the deferred capital gain on his tax return for the year of the contribution, using the appropriate tax forms. He or she must also indicate the value and nature of the securities contributed, as well as those received in exchange. Each year, for as long as the deferral remains in force, the taxpayer must declare the deferred capital gain in his tax return. Strict compliance with these obligations will ensure that the tax authorities do not call the scheme into question. <\/p>\n<\/div>\n <\/div>\n

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