Loi de finances 2026 : le mécanisme de l’apport-cession durci

Reminder of the regime under Article 150-0 B ter of the FTC

Where shares in a company are contributed to a company controlled by the contributor and subject to CIT, the capital gain arising from the contribution benefits from a tax deferral.

In practice, this tax deferral means that the capital gain on the contribution is established on the date of the contribution but its taxation is deferred until an event occurs that ends the deferral, namely the sale for consideration, redemption, repayment or cancellation of the shares:

• received by the contributor in consideration for the contribution;
• contributed, by the company receiving the contribution, within 3 years of the contribution. By way of exception, the tax deferral on the capital gain may be maintained provided in particular that a portion of the sale proceeds is reinvested in economic activity within a given period and in eligible activities.

The main changes to the contribution-sale mechanism

A higher reinvestment quota

For sales of contributed shares carried out from 21 February 2026, the fraction of the sale price that the selling company must reinvest in an economic activity in order to retain the benefit of the tax deferral is raised from 60% to 70%.

Where the sale agreement provides for the payment of one or more earn-outs to the selling company, the sale proceeds to be reinvested at the rate of 70% means the sale price plus the earn-outs.

Activities eligible for reinvestment: a narrower definition

Article 150-0 B ter of the FTC now refers to the activities defined in Article 199 terdecies-0 A I.C.3° of the FTC (IR-PME tax reduction).

Accordingly, an operational activity means « … an industrial, commercial, craft, agricultural or professional activity, excluding activities generating guaranteed income owing to the existence of a regulated feed-in tariff for production or benefiting from a contract providing for additional remuneration as defined in Article L. 314-18 of the French Energy Code, financial activities, activities consisting in managing one's own portfolio of securities, activities of constructing buildings for sale or rental, and real estate activities. ».

The 2026 Finance Act thus refocuses the scope of reinvestment on certain operational activities for sales of contributed shares from 21 February 2026.

The activities thus excluded are those:

• generating guaranteed income (regulated tariffs);
• producing electricity with additional remuneration;
• of a financial nature (including brokerage and foreign exchange);
• consisting in managing one's own securities or real estate assets;
• of constructing buildings for sale or rental;
• of a real estate nature (property traders, developers of building plots, agencies, property developers and property managers).

Furthermore, furnished rental activities consisting of short-term tourist accommodation (guest rooms, rural gîtes, classified furnished accommodation) do not fall within the excluded real estate sector where the properties are permanently assigned to that activity.

Longer holding periods

Holding period for assets acquired through reinvestment raised to 5 years

The 2026 Finance Act increases from 1 to 5 years the period during which the holding company must retain the assets or shares acquired through reinvestment in the context of the direct reinvestment that allowed the tax deferral to be maintained, this period running from the date on which they are recorded in the company's assets.

Holding periods for the shares received in consideration for the contribution, in the hands of the donee

The transfer, by inheritance or gift, of the shares received in consideration for the contribution results in the definitive exemption of the deferred capital gain relating to the shares transferred and, where applicable, of successive deferrals.

By way of exception, in the event of a gift, the tax deferral on this capital gain may be transferred to the donee, in proportion to the shares transferred to him or her, where the donee controls the company that issued the shares given. The exemption is definitive unless the donee sells, contributes, redeems or cancels the shares received before the end of a period of 5 years from the gift (or within 10 years in the event of indirect investment). This holding period for the donee is raised from 5 to 6 years from the gift and from 10 to 11 years in the event of indirect reinvestment by the beneficiary company.

A longer reinvestment period

The 2-year period available to the holding company to reinvest, running from the date of sale of the contributed shares, is extended to 3 years.

How the new measures apply

The new measures apply to sales of contributed shares carried out from the day after publication of the 2026 Finance Act, i.e. 21 February 2026.

By referring to the date of sale of the contributed shares (and not the date of the contribution), the new provisions may affect contributions made before 21 February 2026.

These new measures alter the economic balance of the contribution-sale mechanism. A review of current or planned structures is essential to secure the continued benefit of the tax deferral. Slimani Avocat assists you in structuring and securing these transactions.