- Contributing shares to a holding company you control places the capital gain on contribution under a tax deferral, automatically (Art. 150-0 B ter of the French General Tax Code (CGI)).
- 2026 Finance Act (Law no. 2026-103 of 19 February 2026, art. 11): if the holding company sells the shares within 3 years, it must reinvest 70% of the proceeds within 3 years, for sales made on or after 21 February 2026.
- In an existing SAS, a share capital increase by contribution of shares requires a contribution auditor, with no exemption available.
- The contribution value determines the deferred capital gain: a documented report secures it against the tax authorities.
- Engagement from €690 excl. VAT, report signed within 5 to 7 days of receiving the complete file.
You are contributing the shares of your operating company to a holding company, often ahead of a sale, a restructuring of your personal assets or the entry of a new shareholder. The transaction combines company law and tax law, and the 2026 Finance Act has changed the rules. This guide sets out the position for the company head and their lawyer: what is mandatory, what has changed, and what to prepare.
When is the report required?
Existing holding company in the form of an SAS or SA
A contribution of shares in exchange for new shares is a share capital increase by contribution in kind. Art. L.225-147 of the French Commercial Code, which applies to the SAS (simplified joint-stock company) by cross-reference from Art. L.227-1, requires a contribution auditor (commissaire aux apports). No exemption is provided, whatever the amount.
Holding company incorporated for the transaction
On incorporation of an SAS, SASU, SARL or EURL, the exemption is only available if no contribution in kind exceeds €30,000 and the total of unvalued contributions in kind does not exceed half of the share capital (Art. L.223-9, D.223-6-1, L.227-1, D.227-3). When the contributed shares make up most of the holding company's capital, the second condition is almost never met: the auditor is then mandatory.
Existing SARL holding company
Art. L.223-33 refers to the regime of Art. L.223-9. The exemption is generally accepted on the same conditions, but it remains debated: caution is advised. The cases are set out in detail in our guide contribution auditor: mandatory or exempt?
The 150-0 B ter regime after the 2026 Finance Act
Conditions for the deferral
- Contribution of shares by an individual to a company subject to corporate income tax, established in France, in the European Union or in a State that has concluded an administrative assistance agreement;
- Control of the receiving company by the contributor, assessed at the date of the contribution: majority of voting or financial rights, alone or with their family group, or decision-making power. Control is presumed from one third of voting or financial rights if no other shareholder holds a larger stake;
- Any cash adjustment (soulte) limited to 10% of the nominal value of the shares received; the capital gain is then taxed immediately up to the amount of the cash adjustment.
The deferral applies automatically, without any claim. The tax authorities retain the right to invoke abuse of law (Art. L.64 of the French Tax Procedure Code (LPF)), in particular where the sole purpose of the contribution is to extract cash.
What changed on 21 February 2026
Art. 11 of Law no. 2026-103 of 19 February 2026 amended the regime for sales of the contributed shares made on or after 21 February 2026:
- reinvestment of at least 70% of the sale proceeds, instead of 60%;
- within 3 years of the sale, instead of 2;
- holding of the assets or shares acquired as reinvestment for 5 years;
- eligible activities narrowed: excluded in particular are financial activities, property development, property dealing and certain property management or letting activities.
The 3-year period between the contribution and the sale by the holding company is unchanged. Beyond it, no reinvestment obligation applies. BOFiP (the French tax authorities' official guidance) has incorporated these changes (ACTU-2026-00099).
What the contribution auditor checks
The auditor assesses, under their own responsibility, the value of the contributed shares and checks that it is at least equal to the amount of the share capital increase, including share premium. For unlisted shares, the auditor examines:
- the methods used (revalued net assets, multiples, future cash flows) and their consistency with one another;
- the data used: historical accounts, forecasts, net debt;
- available market evidence, in particular a letter of intent or an offer if a sale is planned;
- clauses in the shareholders' agreement and articles of association that may affect value (approval, pre-emption, preference shares).
The contribution value determines the amount of the deferred capital gain and the holding company's cost base in the shares. An overstated or understated value may be challenged by the tax authorities. A documented, reviewed and signed valuation is your first line of protection.
How the engagement runs, step by step
- Quote: company whose shares are contributed, intended value, meeting date. Written reply within 24 working hours.
- Engagement letter, after checking for incompatibilities (Art. L.821-31 French Commercial Code).
- Appointment unanimously by the holding company's shareholders, or by the sole shareholder.
- Sending the documents, electronically.
- Audit work on the valuation of the shares.
- Signed report within 5 to 7 days of receiving the complete file.
- Filing at the registered office and with the registry at least 8 days before the general meeting, or attached to the articles of association on incorporation.
- General meeting or sole shareholder's decision, then transfer of the shares to the holding company.
- Formalities: legal notice publication, filing on the INPI one-stop formalities portal, tax returns.
Timeline and legal deadlines
| Step | Deadline | Provision |
|---|---|---|
| Auditor's report at the registered office (SAS) | At least 8 days before the general meeting | Art. R.225-136 French Commercial Code |
| Report filed with the registry | At least 8 days before the general meeting | Infogreffe formalities guide |
| Reporting the deferred capital gain | Income tax return for the year of the contribution (2074-I, 2042 C) | BOI-RPPM-PVBMI-30-10-60-40 |
| Sale by the holding company triggering reinvestment | Within 3 years of the contribution | Art. 150-0 B ter CGI |
| Reinvestment of 70% of the proceeds | 3 years from the sale | Art. 150-0 B ter CGI (2026 Finance Act, art. 11) |
| Holding of reinvested assets | 5 years | Art. 150-0 B ter CGI (2026 Finance Act, art. 11) |
If a sale is already under negotiation, plan ahead: the report must be signed before the contribution meeting, which itself must precede the sale. Our timeline tool gives you the latest date for sending the documents.
Documents to provide
- Articles of association and Kbis extract (company registration certificate) of the company whose shares are contributed, and of the holding company;
- Annual accounts for the last three financial years and a recent interim financial statement;
- Budget or business plan, and a statement of net debt;
- Valuation note for the shares, with methods and assumptions;
- Capitalisation table and shareholders' agreement;
- Letter of intent or acquisition offer, where applicable;
- Draft contribution agreement and draft minutes or sole shareholder's decision.
How much does a contribution auditor cost for a contribution of shares?
The contribution of shares to a holding company is offered from €690 excl. VAT. Fees vary according to:
- the number of companies whose shares are contributed;
- the complexity of the valuation (group, subsidiaries, property assets);
- whether there is a sale offer to reconcile with the contribution value;
- the quality of the valuation note provided.
The simulator on our pricing page gives an immediate estimate; for a transaction with several contributors, request a quote. If you are unsure which report is required, our tool Which report do I need? will guide you.
Frequently asked questions
Do I need a contribution auditor to contribute my shares to my holding company?
If the holding company is an existing SAS increasing its share capital, yes, without exception (Art. L.225-147 via L.227-1). On incorporation, the exemption requires that no contribution in kind exceeds €30,000 and that their total does not exceed half of the share capital, which is rarely the case when the shares make up most of the holding company's capital.
What did the 2026 Finance Act change for contribution followed by sale (apport-cession)?
For sales by the holding company made on or after 21 February 2026 within 3 years of the contribution, at least 70% of the sale proceeds must be reinvested (instead of 60%), within 3 years (instead of 2), and the reinvested assets must be held for 5 years. Eligible activities have also been narrowed.
Does the tax deferral have to be claimed?
No. When its conditions are met, the deferral under Art. 150-0 B ter applies automatically. The capital gain must, however, be reported for the year of the contribution, in particular on form 2074-I.
What happens if the holding company sells the shares after 3 years?
No reinvestment obligation applies and the deferral is maintained. It ends in particular if you sell, have redeemed or have cancelled the holding company shares received in consideration for the contribution.
Can the tax authorities challenge the contribution value?
Yes. An overstated or understated value may be challenged, and the transaction may be examined under the abuse of law doctrine. A contribution auditor's report based on a documented valuation secures the value used.
Can a cash adjustment (soulte) be received on the contribution?
Yes, up to 10% of the nominal value of the shares received. The capital gain is then taxed immediately up to the amount of the cash adjustment; above 10%, the deferral is lost for the entire capital gain.
Registered statutory auditor (CRCC Paris), qualified French chartered accountant. He personally signs the firm's reports.
Sources and legal texts
- BOFiP — ACTU-2026-00099: amendments to Art. 150-0 B ter (2026 Finance Act, art. 11)
- BOFiP — BOI-RPPM-PVBMI-30-10-60-10: conditions for the deferral
- BOFiP — BOI-RPPM-PVBMI-30-10-60-40: reporting obligations
- Actu-Juridique — Contribution followed by sale: changes to the regime
- Infogreffe — Share capital increase by contributions in kind
Article up to date as at 8 October 2026, for general information only. It does not replace the review of your file by your lawyer or by the firm. Sources are in French.