Invest in high-potential startups while benefiting from the 150-0 B TER tax advantages.
"The contribution-sale (‘apport-cession’) scheme, as defined under Article 150-0 B Ter of the French Tax Code, offers an efficient way for entrepreneurs to defer capital gains taxes while reinvesting proceeds under favorable conditions" - Thomas le Forestier
Advantages.
Deferring taxes
When you sell a business, you usually make a profit compared to what you initially invested — that profit is called a capital gain. In France, this gain is typically taxed at around 30%, which can feel like a heavy blow after years of effort.But there’s a clever strategy to avoid paying that tax immediately: deferral of taxation. Rather than paying the tax straight away, you can postpone it, freeing up more cash to reinvest and grow your wealth further before settling the bill.
How does it work?
The principle is simple: instead of selling your company shares directly, you first transfer them to a holding company that you control. The holding sells the shares, and the tax on the capital gain is suspended — but not erased. There are a few key rules to qualify: You must live in France and act on behalf of your personal estate. The holding must be subject to corporate tax and remain under your control.The shares sold by the holding should ideally be held for at least 3 years, unless you reinvest at least 60% of the gain into eligible businesses or funds within 2 years.
This way, you keep the full proceeds of your sale to invest in new ventures instead of handing over a third of it to the tax office right away. Why is it worth it? Tax deferral is not just about paying later — it’s about using your capital more efficiently. Imagine selling your business for €500,000. If you paid the 30% tax immediately, you’d only have €350,000 left to invest. But with deferral, you can put the full €500,000 to work — potentially earning more returns — and settle the tax only when required later on.
​
Deferral or suspension: what’s the difference?
It’s important to distinguish between tax deferral and tax suspension — two different regimes under French law. With deferral, the gain is calculated and reported at the time of transfer to your holding, but payment is postponed until the holding sells the shares. With suspension, no gain is recognized until the holding sells — but this only applies if you don’t control the holding. Deferral applies when you retain control of the holding and is governed by Article 150-0 B Ter of the French tax code. Suspension falls under Article 150-0 B.
​
Partnering with Racine Avocats to guide you through every legal step, from A to exit.