Reinvestment of your sale proceeds (Article 150-0 B ter of the French General Tax Code)
Entrepreneurs and executive-shareholders, benefit from a tax deferral before or during the sale of your company thanks to the specific provision of Article 150-0 B ter of the French General Tax Code.
What is the contribution-transfer? What are its advantages and conditions? What are the eligible investments that Delubac Private Banking offers you?
Benefit from expert, tailor-made support to find the reinvestment solutions best suited to your needs.
What is the contribution-transfer of Article 150-0 B ter of the French General Tax Code?
The reuse of contribution-transfer provided for in Article 150-0 B ter is the fact of reinvesting the capital gain from the sale of your business in the real economy.
The objective of this device is the tax optimisation of your sale.
This 3-step system (holding contribution-transfer-reinvestment), under very specific conditions, can prove to be complex. Delubac Private Banking accompanies you through the stages of contribution-transfer and brings you its expertise to reinvest in eligible solutions adapted to your objectives.
Reinvestments eligible for tax deferral*
The holding company must make a commitment to reinvest at least 60% of the sale proceeds received, within two years. The purpose is to reinvest, directly or indirectly, the sums for the benefit of the real economy.
There are 4 ways to reinvest which are not mutually exclusive:
- Reinvestment in the financing of permanent operating resources
- Acquisition of the securities of one or more companies carrying out an operational activity (subject, in particular, to having control of the acquired company)
- Subscription to the capital of one or more operational companies (subject to conditions)
- Subscription within investment capital structures, such as FCPR, FPCI and SLP.
Why choose Delubac Private Banking for your reinvestment?
A bank on a human scale
and tailor-made since 1924
Examples of eligible funds:
Real estate
Hospitality, co-living, logistics, urban recycling
Inter Invest
- 200 million euros in assets under management
- 15 funds managed
- more than 30 years of experience
Club Funding
- Number 1 real estate crowdfunding platform in France
- 250 projects carried out
- more than 200 million euros collected
Capital investment
Start-ups, impact and health companies
Eurazeo
- World leader in private markets
- 32 billion euros in assets under management
- 9 billion euros of equity
Mirova
- €25.9 billion in assets under management
- 100% of funds classified Art
- 9 according to SFDR
Tangible assets
Woods, forests and wine
France Valley
- 3.4 billion euros in assets under management
- 142 forests with
- between 1,500 and 3,000 hectares purchased each year
- more than 15,000 investors
U’Wine
- more than 16 million euros in orders
- 228 estates
- 889 wines
Our partner management companies:
Conditions for reinvesting the sale proceeds:
In order to maintain the tax deferral, the following conditions must in particular be strictly observed:
- Reinvestment by the holding company benefiting from the contribution
- Of at least 60% of the sale proceeds
- For the benefit of the real economy, directly or indirectly
- Within 2 years of the sale
What is the contribution-transfer operation?
The contribution-transfer operation is an operation that is generally set up some time before a business transfer.
This operation can theoretically be broken down as follows:
- Contribution: the contribution in kind of securities consists of the transfer of ownership of securities held by a natural person directly for the benefit of a company, known as a holding company. The contributor receives, in return for their contribution, the securities of the holding company.
- Tax deferral: all conditions being met, the contributor is subject to the regime of Article 150-0 B ter of the French General Tax Code. In concrete terms, the contributor benefits from a payment period for the tax on the capital gain realised during the contribution (the contribution being in fact a taxable event). This payment period, known as deferral, may be temporary or permanent.
- The transfer: it is the holding company, beneficiary of the contribution, which is now the owner of the securities. In the event of a sale, the latter will receive the sale proceeds relating to the securities contributedReinvestment: if the sale takes place within 3 years after the contribution, the holding company must reinvest at least 60% of the sale proceeds received so that the tax deferral continues.
- Reinvestment: if the sale takes place within 3 years after the contribution, the holding company must reinvest at least 60% of the sale proceeds received so that the tax deferral continues.
Delubac Private Banking accompanies you, with accounting and legal professionals, at each stage of this operation.
The 150-0 B ter system: understanding its conditions
1. CONTRIBUTION
des titres à une holding contrôlée par l’apporteur
3 years
2. TRANSFER
des titres par la holding à un tiers
2 years
3. MANDATORY REINVESTMENT
- by the holding company
- of 60% minimum of the sale proceeds in eligible activities.
Tax comparison with and without contribution-transfer 2023
EXAMPLE*
Mrs Robert created her company 10 years ago with a modest capital (let’s consider 0 for simplification).
She receives a purchase offer €1,000,000.
Without contribution-transfer
During the sale, she realises a capital gain of €1,000,000.
Taxation (depending on Mrs Robert’s situation):
- Income tax: €128,000 (12,8%)
- Social contributions: €172,000 (17,2%)
- Exceptional contribution on high incomes: €40,000 (4%)
After taxation, Mrs Robert has €660,000 on a personal basis.
With contribution-transfer
Prior to the sale, we advise Mrs Robert to:
- create a holding company by contributing, for example, 100% of the securities of her operational company,
- sell securities contributed at the same price, by the holding company, i.e. €1,000,000 by assumption,
- reinvest at least 60% or €600,000 in the real economy
Thanks to the system, Mrs Robert benefits from a payment period (temporary or definitive) for her taxation of €340,000 and therefore has €1,000,000 to invest via her holding company, including:
- €600,000 in an economic activity
- €400,000 free of all constraints
* Example given for illustrative purposes according to the tax rules in force on 01/03/2023 in France.
*Financial investments can allow you to benefit from the potential performance of the financial markets in return for taking some risk, including capital loss. Before any investment, you should be aware of the risks associated with the product. A financial instrument’s past performance is not a guide to its future performance. The information provided on our site is not intended to list exhaustively all the risks that the client may face when benefiting from an investment service provided by Banque Delubac & Cie.
