An apport partiel d'actif (partial asset contribution) is a French legal operation by which a company (the contributing company) transfers a complete and autonomous branch of activity to another company (the receiving company) in exchange for shares of the receiving company. Unlike a cash asset sale, the consideration is equity — making it a capital operation, not a disposal. It is governed by Articles L. 236-16 to L. 236-21 of the French Commercial Code and, under certain conditions, benefits from the tax-neutral merger regime (Article 210 A CGI).

The APA is subject to the merger tax neutrality regime when the receiving company undertakes to reintegrate the unrealised gains on the contributed assets into its future results as the assets are depreciated or realized. Under this regime, the contributing company does not recognize an immediate capital gain — the gain is deferred into the receiving company's tax basis. This makes the APA a powerful carve-out tool for Franco-Swiss groups wishing to isolate a business division into a separate subsidiary before its sale to a PE fund or strategic buyer.

The independent valuation of the contributed branch is a prerequisite: it determines the number of shares issued to the contributing company and conditions the tax validity of the operation. An independently certified valuation by a commissaire aux apports (France) or an expert agréé (Switzerland) is required. At Hectelion, we value business branches for APA transactions and coordinate with the legal advisors managing the regulatory filings.

At Hectelion, we value business branches for partial asset contributions and coordinate with legal counsel in our structuring and M&A advisory mandates.