Contributing shares to a holding before a sale: securing the contribution value
You are about to sell your company and first contribute your shares to a holding company you control. The gain on the contribution is deferred (Art. 150-0 B ter of the French General Tax Code). The value used for the contribution drives everything: the deferred gain, the holding company's tax base in the shares and how robust the transaction is if the tax authorities review it. The contribution auditor (commissaire aux apports) assesses that value under his own liability.
Choose your transaction
Contribution of shares to an existing holding company
Capital increase of the holding paid for with new shares: a contribution auditor is mandatory, with no exemption in an SAS.
L.225-147, L.227-1 French Commercial CodeContribution to a holding set up for the purpose
The €30,000 exemption almost never applies here: the value of the shares exceeds it in practice.
L.223-9, L.227-1, D.227-3Contribution of shares in several companies
Several companies contributed to the same holding in a single transaction.
L.225-147 French Commercial CodeIs a report required in your case?
Report required
- Contribution of shares to an existing holding company in the form of an SAS or SA: contribution auditor mandatory, whatever the amount.
- Holding set up for the purpose when the contribution exceeds €30,000 or half the share capital.
- Sale already negotiated (letter of intent, firm offer): the contribution value must be justifiable against the agreed price.
No report to order
- Holding set up with a contribution of €30,000 or less, by unanimous decision: exemption possible, with the shareholders liable for five years.
- Cash contribution to the holding.
- The tax structuring itself: it is settled with your tax lawyer; the contribution auditor does not advise on it.
Not sure? The three-click report finder will tell you, or describe your transaction: we check it free of charge.
Why the contribution value is the sensitive point
In a contribution before sale, the value of the contributed shares sets both the deferred gain and the holding company's tax base in the shares. When the sale is already negotiated (letter of intent, firm offer), the contribution value must be consistent with the agreed price. An unexplained gap draws the attention of the French tax authorities, and an overvalued contribution exposes the shareholders to liability.
The contribution auditor's report documents that value: methods used, market evidence, the buyer's offer, subsequent events. It is the document that protects you if the transaction is reviewed later.
Deferral rules after the 2026 Finance Act
- Automatic deferral of the contribution gain when the holding is controlled by the contributor (Art. 150-0 B ter CGI).
- Sale by the holding within three years of the contribution: the deferral is kept if the holding reinvests at least 70% of the sale proceeds within three years in an eligible activity, for sales made since 21 February 2026 (previously 60% within two years).
- Reinvested assets held for five years, and certain real estate activities excluded from eligible reinvestment.
- Otherwise the deferral ends and the contribution gain becomes taxable.
Details are in our guide contribution of shares to a holding company and 150-0 B ter, with BOFiP sources.
What the contribution auditor checks
- The value of the contributed shares against recognised methods: multiples, cash flows, revalued net assets, and the buyer's offer where there is one.
- Consistency between the contribution value and the negotiated sale price, taking into account agreed adjustments (net debt, earn-outs).
- Consideration for the contribution: number of shares issued by the holding and the exchange ratio.
- Any special benefits and events after the valuation date.
How the engagement runs
- Written quote within 24 working hours
Fixed price, timing, appointment procedure suited to the holding. - Engagement letter and payment
Online signature, card or bank transfer. - Upload of documents
Company accounts, proposed valuation, buyer's letter of intent or offer. - Review of the value
Liaison with your lawyer, accountant or investment bank. - Signed report
Kept at the holding's registered office and filed with the registry. - Meeting, then sale
The holding approves the contribution, then the sale follows your timetable.
Statutory timeline
| Step | Deadline | Legal basis |
|---|---|---|
| Quote and appointment of the auditor | D-21 to D-15 | L.225-147 |
| Complete file sent | D-15 | — |
| Signed report delivered | D-10 | — |
| Report at the registered office and registry | At least 8 days before the meeting | R.225-136 |
| Holding's general meeting: approval of the contribution | Day D | — |
| Sale of the shares by the holding | According to the deal timetable | 150-0 B ter CGI |
Your timeline, counted back from the meeting date
Deadlines calculated instantly, statutory notice periods included.
Working days, excluding public holidays. Lead times run from receipt of a complete file. Based on the French Commercial Code; your articles of association may provide for longer notice periods.
Documents to provide
- Articles of the holding (or draft) and of the company whose shares are contributed
- Last three annual accounts and recent figures of the contributed company
- Proposed valuation and its workings
- Letter of intent, offer or draft sale agreement, if any
- Capitalisation table before and after the contribution
- Draft contribution agreement and minutes
The final list, tailored to your file, is set out in the quote.
What the price includes
Included
- Contribution auditor report and, where relevant, report on special benefits
- Template appointment decision
- Liaison with your tax lawyer, accountant or investment bank
- Signed PDF, and a paper copy on request
Not included
- Tax advice on the structure and the reinvestment
- Drafting of the contribution agreement, articles and deeds
- Formalities, registration and legal notice
Frequently asked questions
Is a contribution auditor required for a contribution before sale?
Yes, in almost every case: it is mandatory for any capital increase of an SAS or SA by contribution of shares, and the exemption available on incorporation only applies if the contribution does not exceed €30,000.
Must the contribution value equal the sale price?
It must be consistent with it when the sale is already negotiated, taking into account price adjustments and the valuation date. The contribution auditor checks and documents that consistency.
What did the 2026 Finance Act change?
For sales by the holding made since 21 February 2026, at least 70% of the sale proceeds must be reinvested within three years, and the reinvested assets must be kept for five years.
How much time should I allow?
Allow 5 working days from receipt of the complete file, then 8 days of availability before the holding's general meeting. A request three weeks before the target date leaves a comfortable margin.
Further reading
Is your general meeting coming up? Describe your transaction.
Type of transaction, legal form of the company, amount, date of the general meeting: that is all we need. You receive a fixed price, a lead time and the exact list of documents within 24 working hours.