{"id":8765,"date":"2026-05-08T10:51:28","date_gmt":"2026-05-08T08:51:28","guid":{"rendered":"https:\/\/www.altertax-avocats.com\/150-b-ter-conditions-currentyear-expert-guide\/"},"modified":"2026-05-08T10:51:28","modified_gmt":"2026-05-08T08:51:28","slug":"150-b-ter-conditions-currentyear-expert-guide","status":"publish","type":"post","link":"https:\/\/www.altertax-avocats.com\/en\/150-b-ter-conditions-currentyear-expert-guide\/","title":{"rendered":"150 b ter conditions: 2026 expert guide"},"content":{"rendered":"\n \n

Application of Article 150-0 B ter of the French General Tax Code<\/h1>\n \n
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Article 150-0 B ter of the French General Tax Code is a major tax provision for transfers of securities. This tax deferral regime allows the deferral of taxation on the capital gain<\/a> arising from the contribution of securities to a company. However, strict cumulative conditions must be met before it can be applied. Mastery of these requirements is essential in the context of corporate restructuring taxation<\/a>. <\/p>

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

Article 150-0 B ter of the French General Tax Code introduces an automatic tax deferral system. Created by the amended French Finance Act for 2011, this system applies automatically, without the need to exercise an option, to capital gains realized on the contribution of securities by an individual to a company subject to corporate income tax. The deferral of taxation defers taxation until the subsequent sale of the securities received in return, while maintaining the unrealized capital gain, which will be calculated in relation to the initial acquisition price of the securities contributed. <\/p>

This mechanism differs from the deferral of taxation provided for in article 150-0 B of the CGI. Unlike the deferral, which allows the initial capital gain to be gradually purged under certain conditions, the deferral keeps the entire capital gain pending taxation. On the final sale, you will be taxed on the total capital gain calculated since the original acquisition of the contributed shares. This temporary tax neutrality facilitates restructuring operations without generating an immediate tax burden for your wealth management operations. <\/p>

Conditions relating to the contributor<\/h2>

The contributor must be a natural person. Legal entities cannot benefit from this preferential regime. You must be resident in France for tax purposes at the time of the contribution. This condition of tax residence is assessed in accordance with the criteria set out in Article 4 B of the French General Tax Code. There is no requirement to have previously held the shares in order to benefit from the deferral. <\/p>

The contributor may act alone or in concert with others. The scheme also applies to contributions made under a shareholders’ agreement. You retain the option of contributing either full ownership or bare ownership of your shares. <\/p>

Conditions relating to the securities contributed<\/h2>

The securities contributed must be shares, corporate units or split-right securities. They may come from a company subject to corporation tax or income tax. French and foreign securities are eligible. You can contribute securities listed or unlisted on a regulated market, offering great flexibility in structuring your operations. <\/p>

You can contribute all or part of your holding. There is no minimum shareholding threshold to qualify for tax deferral. The shares must be contributed at their real value on the day of the transaction, determined using standard valuation methods. This valuation determines the amount of the deferred capital gain, and is an essential part of the transaction documentation. <\/p>

Conditions relating to the beneficiary company<\/h2>

The transferee company must be subject to corporate income tax. It may be a holding company or an operating company. Its head office may be located in France or in a member state of the European Union. Companies established in a third country with which France has a tax treaty are also eligible. However, certain entities are excluded from the scheme: tax-translucent partnerships are not eligible, nor are companies established in non-cooperative states or territories. <\/p>

In return for the contribution, the recipient company must deliver securities representing its capital. A cash payment may accompany the contribution, up to a limit of 10% of the nominal value of the securities received. This limit is determined by reference to the nominal value, not the actual value, of the securities transferred. When the cash payment exceeds this 10% threshold, the tax deferral only applies to a fraction of the capital gain: the excess is taxed immediately in the year of the contribution. The amount of the taxable capital gain is calculated according to the following formula: (amount of the balancing payment \/ total value of the contribution) \u00d7 realized capital gain. Restructuring operations<\/a> must be carefully structured to respect this limit and avoid immediate partial taxation. <\/p>

Reporting and monitoring obligations<\/h2>

You must declare the contribution of shares in your tax return for the year of the transaction. Form 2074 is used to declare the deferred capital gain. This initial declaration is a condition for the application of the preferential tax regime. You must keep all supporting documents for the entire duration of the deferral. <\/p>

You need to keep track of deferred capital gains every year until they are finally taxed. Each year, you must enter the amount of capital gain not yet taxed on your tax return. This obligation guarantees the tax traceability of the transaction, and enables the tax authorities to check the regularity of the contribution during the recovery period. <\/p>

Events leading to the end of the suspension period<\/h2>

Normal end of deferment by sale of shares<\/h3>

The deferral of taxation ends when the shares received as consideration for the contribution are sold for valuable consideration. The initially deferred capital gain then becomes taxable according to a specific calculation. You must determine the overall capital gain by subtracting the initial purchase price of the securities contributed from the sale price of the securities received. This capital gain is added to any capital gain realized on the shares of the receiving company. Allowances for holding periods applicable at the time of sale are calculated from the date of acquisition of the securities initially contributed, and not from the date of contribution. <\/p>

Early termination events<\/h3>

The deferral of taxation can be revoked early in certain circumstances. The transfer of the tax residence outside France triggers immediate taxation of the deferred capital gain. Exchanging the shares received for other shares also terminates the deferral. Transactions involving an excessive balance or an abuse of rights<\/a> run the risk of tax requalification and immediate taxation of the deferred capital gain. <\/p>

Neutral events allowing the stay to be maintained<\/h3>

If the shares are transferred free of charge, the tax deferral can be maintained under specific conditions. In the case of a gift, the donee takes over the tax deferral and the unrealized capital gain. He\/she becomes liable for tax on the subsequent sale of the shares. The death of the contributor is a particularly favourable event: it definitively purges the deferred capital gain without any taxation. The heirs receive the shares at their value on the date of death, thereby wiping out the latent capital gain. The contribution of the shares received to a company controlled by the contributor may also enable the deferral to be maintained under certain conditions. <\/p>

Mastering the conditions for applying article 150-0 B ter requires in-depth legal and tax analysis. Each contribution operation has its own specificities, which require personalized support. Rigorous compliance with all conditions guarantees the tax security of your asset restructuring. <\/p>

Differences with the deferral regime under article 150-0 B<\/h3>

It is crucial to make a clear distinction<\/strong> between the automatic<\/em> deferral provided for under article 150-0 B ter and the optional<\/em> deferral provided for under article 150-0 B. Article 150-0 B ter applies automatically to any contribution of securities to a company subject to corporation tax (IS), thereby eliminating the need for the taxpayer to choose this regime. On the other hand, 150-0 B requires an express option<\/strong> on the part of the taxpayer, and is subject to stricter conditions, notably a control threshold. <\/p>

What’s more, unlike the 150-0 B ter regime, which maintains the latent capital gain<\/strong>, which will remain taxable except in the event of death, the 150-0 B regime allows the capital gain to be purged under certain conditions, such as reinvestment. As a result, each scheme has distinct tax implications that need to be clearly understood and assessed according to the contributor’s wealth and strategic objectives. <\/p>

The consequences of non-compliance<\/h3>

Failure to comply with the conditions set out in article 150-0 B ter of the CGI has significant tax consequences. As soon as these conditions are no longer met, immediate taxation of the deferred capital gain applies, in accordance with the ordinary law governing capital gains on securities.
In addition, the tax authorities may charge interest on late payments<\/strong>, thereby increasing the overall tax burden of the transaction.
In cases of deliberate failure to comply or abuse of rights, the taxpayer is liable to a surcharge of 40%<\/strong> of the taxes due.
This is why it is crucial to secure the legal and tax aspects of the operation upstream. The use of a tax rescript<\/strong> can be a valuable tool for clarifying the tax treatment of complex restructurings and avoiding these costly risks. <\/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 taxpayers and businesses alike. Here are the answers to the most frequently asked questions concerning its application. <\/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 for a tax deferral on the contribution of shares to a company. This mechanism enables the taxpayer to defer taxation of the capital gain realized on the contribution, subject to compliance with certain strict conditions. The deferral expires on the sale, redemption or cancellation of the shares received as consideration for the contribution. <\/p>\n

What are the main conditions for applying Article 150-0 B ter of the CGI?<\/h3>\n

To qualify for the scheme, a number of conditions must be met: the contribution must relate to equity securities or to rights attached to such securities; the recipient company must be subject to corporate income tax<\/a>; and the contributor must be an individual acting in the management of his or her private assets. The securities contributed must represent a substantial stake in the target company. <\/p>\n

How do you comply with the requirements of Article 150-0 B ter of the CGI?<\/h3>\n

To comply with the requirements, the contributor must expressly mention the option to defer taxation in his tax return for the year of the contribution. A follow-up statement detailing the deferred capital gain must be attached, together with a schedule specifying the securities contributed and received. This documentation must be kept and updated annually until the end of the deferral period. <\/p>\n

What are the risks of not complying with the conditions of Article 150-0 B ter?<\/h3>\n

If the conditions are not met, the tax deferral is cancelled. The initially deferred capital gain becomes immediately taxable, plus late payment interest. The tax authorities may also apply penalties in the event of deliberate non-compliance or failure to declare, which may in some cases constitute tax fraud<\/a>. It is therefore essential to be scrupulous about compliance with eligibility conditions and reporting obligations throughout the deferral period. <\/p>\n

Does Article 150-0 B ter apply to contributions of all types of securities?<\/h3>\n

No, Article 150-0 B ter does not apply to all types of securities. Only contributions of equity securities, company shares or joint rights to such securities are eligible. The securities concerned must confer rights in the company’s profits. Simple securities or securities that do not represent a significant shareholding are generally excluded from the scheme. <\/p>\n

What are the reporting obligations under Article 150-0 B ter of the CGI?<\/h3>\n

Reporting obligations include mentioning the deferral option on income tax return no. 2074, drawing up an annual statement tracking the deferred capital gain, and keeping proof of the contribution transaction. When the shares received in exchange are sold, the contributor must declare the deferred capital gain, which becomes taxable. Any change affecting the conditions of deferral must also be declared. <\/p>\n<\/div>\n <\/div>\n

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Related articles<\/h2>\n
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150 0 B Ter Securities contribution<\/span><\/a><\/p>

Tax Restructuring<\/span><\/a><\/p>\n

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150 B Ter Conditions<\/span><\/a><\/p>\n