Apport-cession: what changes with the 2026 Finance Act

Introduction: the calculation that changed on 24 February 2026

In February 2026, a business owner sells his SME for €8 million. He had planned for two years: contribution of his shares to a holding company he controls, tax deferral of the capital gain, planned reinvestment in rental real estate to secure his income. Everything was structured. Then the 2026 Finance Act was published on 23 February. Real estate is excluded from eligible reinvestments. The reinvestment rate rises from 60% to 70%. The deadline is extended to 3 years. The holding period for reinvested assets rises to 5 years. His scheme no longer works.

Article 150-0 B ter of the French General Tax Code (CGI) is one of the most widely used structuring tools in SME and mid-cap disposals in France. It allows a business owner to contribute his shares to a holding company he controls, then sell them without immediate taxation of the capital gain — provided the proceeds are reinvested in the productive economy. This is a tax deferral, not an exemption. The tax remains due — it is simply deferred.

The 2026 Finance Act (Law No. 2026-103 of 19 February 2026, published on 23 February 2026, Article 11) tightened this regime on four points simultaneously, without challenging its underlying principle. This tightening applies to all disposals of contributed shares carried out since 24 February 2026 (the day after publication). Earlier disposals remain subject to the 2025 rules.

The central issue: many schemes structured before this date incorporated real estate reinvestments or reinvestment rates of 60%. These schemes must be entirely revised. For disposals planned in 2026, the reference tax calculation has changed.

This article presents the 150-0 B ter mechanism, the four LF 2026 amendments in detail, the frequently overlooked control condition, the abuse-of-law risks, the alternatives to the regime, and five tax scenarios with figures for an €8 million disposal.

Would you like to structure your disposal transaction, obtain an independent valuation of your shares, or conduct financial due diligence in the context of a business transfer?

Hectelion intervenes on these three components in France and Switzerland — independent valuation, financial due diligence, financial structuring.
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The 150-0 B ter mechanism — 5 key points

The apport-cession regime (Art. 150-0 B ter CGI) rests on a simple principle: the business owner contributes his shares to a holding company he controls. The capital gain recognised at the time of this contribution is placed under tax deferral — it is not taxed immediately. The holding company then sells the shares. If certain conditions are met, the deferral is maintained and the capital gain remains deferred.

It differs from Art. 150-0 B CGI (automatic rollover applicable to exchange or contribution transactions to a non-controlled company) by its conditional nature: this is a deferral by right, but subject to compliance with reinvestment obligations when the disposal occurs within three years of the contribution.

The deferred capital gain is calculated at the date of contribution: disposal price to the holding company minus the original acquisition cost of the shares. The valuation of the shares at the time of contribution is therefore the basis of the tax deferral — an undervaluation minimises the deferred gain but creates a risk of recharacterisation. An independent valuation prior to the contribution is essential.

The end of deferral occurs notably upon: disposal for consideration, buyback, repayment or cancellation of shares received as consideration for the contribution; transfer of tax residence outside France (Art. 167 bis CGI — exit tax); dissolution of the holding company or loss of control.

The regime applies on election or by right depending on circumstances, for contributions made in France, within the EU or in a State that has concluded an administrative assistance convention with France. Consideration received in cash does not prevent the regime, provided it does not exceed 10% of the nominal value of the shares received.

The control condition — the first point of vigilance

Article 150-0 B ter CGI requires that the company receiving the contribution be controlled by the contributor within the meaning of Article L.233-3 of the French Commercial Code: holding more than 50% of voting rights, or exercising dominant influence under an agreement or the articles of association. This condition is verified at the date of contribution and must be maintained.

Three situations present particular risk in practice.

The multi-shareholder holding company: when several business owners contribute their shares to a common holding company, none of them necessarily holds more than 50% of the voting rights. The Art. 150-0 B ter regime may not apply if control is not established individually or by presumption. In this case, the rollover regime of Art. 150-0 B applies — without the same reinvestment obligations, but with the same risks if the holding company disposes of shares quickly.

The post-reinvestment loss of control: if the reinvestment leads to a dilution of the contributor's stake in the holding company (notably through a capital increase open to third parties), control may be lost. Loss of control terminates the tax deferral.

The pre-existing holding company: if the receiving holding company existed before the contribution and already held significant stakes in other entities, the qualification of control must be analysed against the complete ownership structure. The tax administration scrutinises the reality of control, not its apparent legal form.

The 4 LF 2026 amendments in detail

The 2026 Finance Act (Law No. 2026-103 of 19 February 2026, published on 23 February 2026, Article 11) amends Article 150-0 B ter CGI on four points, applicable to disposals of contributed shares carried out since 24 February 2026.

Amendment 1 — Reinvestment rate: from 60% to 70%

When the holding company disposes of contributed shares within three years of the contribution, the minimum reinvestment rate of the disposal proceeds rises from 60% to 70%. On an €8 million disposal, the reinvestment obligation increases from €4,800k to €5,600k — meaning €800k less in freely available liquidity. Only 30% of the disposal proceeds can now be freely allocated by the holding company.

Amendment 2 — Reinvestment deadline: from 2 years to 3 years

In exchange for the increase in the rate, the deadline to complete the reinvestment is extended from 24 months to 36 months from the date of disposal. This extension responds to an operational constraint frequently encountered in practice, particularly for direct investments in unlisted companies where negotiation timelines are long.

Amendment 3 — Holding period: from 1 year to 5 years

This is the most constraining amendment, often overlooked in superficial analyses of the legislation. Assets and shares acquired as part of the reinvestment must now be held for 5 years (compared to 12 months under the previous regime). This period applies to all eligible reinvestment types — direct or indirect. This constraint raises several practical questions not yet resolved by the administration: treatment of judicial liquidations during the period, interaction with forced disposal clauses in shareholder agreements, exercise of a sale undertaking granted before the expiry of the 5 years.

Amendment 4 — Exclusion of real estate and asset management activities

The LF 2026 aligns the definition of eligible reinvestments with that of Article 199 terdecies-0 A CGI (IR-PME regime). The following are now excluded from eligible scope: management of own movable or immovable assets, construction of buildings for sale or rental, real estate activities within NAF section L, activities generating guaranteed income (renewable energy under subsidised tariffs), passive financial asset management activities.

Exception maintained: hotels and certain forms of managed residential property do not fall under NAF section L and in principle remain eligible — subject to precise analysis of each structure. REITs, real estate companies and standard rental investments are excluded.

This amendment terminates many 2024-2025 schemes that incorporated real estate reinvestment. These strategies are now inoperative for disposals carried out since 24 February 2026.

Before / After LF 2026 comparison table

Transitional disposals — which rules apply?

The determining date is not the date of contribution of the shares to the holding company, but the date of disposal of the contributed shares by the holding company. The LF 2026 rules apply to disposals carried out from 24 February 2026, regardless of when the contribution was made.

Three concrete situations:

Contribution made in 2023, disposal by the holding company in March 2026: new rules apply (70% / 3 years / 5 years / real estate excluded). The scheme designed under the 2025 rules may have become non-compliant.

Contribution made in 2024, disposal by the holding company in February 2026 before the 24th: old rules apply (60% / 2 years / 1 year). The timing of disposal before 24 February 2026 was determinative.

Contribution made more than 3 years ago, disposal by the holding company in 2026: no reinvestment obligation — the deferral is maintained without reinvestment conditions. This is the most favourable configuration.

The abuse-of-law risk — pre-arranged schemes

The tax administration can recharacterise an apport-cession scheme on the basis of abuse of law (Art. L64 LPF) when the transactions are manifestly artificial or organised solely to obtain a tax advantage contrary to the legislature's intent.

Two situations present particular risk.

Simultaneous contribution and disposal: if the contribution to the holding company and the disposal to the ultimate acquirer are carried out within days or weeks of each other, and the acquirer was already identified at the time of the contribution, the administration may consider that the contribution had no independent economic substance. Administrative case law has acknowledged this recharacterisation risk when the contribution is pre-arranged for the disposal.

Gift before disposal followed by apport-cession: the combination of a gift (capital gain purge) followed by contribution to a holding company by the donees may be recharacterised if it reveals a donation intent from the donor and a tacit agreement on the subsequent disposal. See our article on the Pacte Dutreil and gift before disposal.

Protection against this risk rests on the economic substance of the holding company: active governance, autonomous investment decisions, real time between contribution and disposal, absence of a disposal mandate granted before the contribution.

Alternative strategies to Art. 150-0 B ter in 2026

Four alternatives merit modelling and comparison before any disposal.

Gift before disposal: transfer of shares to children before disposal — the capital gain in the hands of the donees is erased (capital gain purge). In combination with the Pacte Dutreil, gift taxes can be reduced to less than 5% of the transferred value. Essential condition: the gift must precede and not be pre-arranged for the disposal. See our article on the Pacte Dutreil 2026. Requires a prior independent valuation.

Pure holding company with participation-exemption regime: if the shares have been held for more than 2 years in a holding company subject to corporate tax, disposal by the holding company benefits from the Copé exemption (Art. 219 I a quinquies CGI): effective exemption at 88% of the long-term capital gain (12% expenses and charges added back to corporate tax). No reinvestment obligation. Effective corporate tax rate: approximately 3% (12% × 25%). Requires upstream structuring — not compatible with last-minute arrangements.

Exemptions under Art. 151 septies and 238 quindecies CGI: for disposals of business assets or client lists, or sole-trader businesses — full exemption below €500k in value (238 quindecies), revenue-based exemption for very small businesses (151 septies). These regimes do not apply to disposals of shares in companies subject to corporate tax.

Retirement departure allowance — Art. 150-0 D ter CGI: fixed allowance of €500k on disposal gains for business owners retiring. Cumulative conditions: the company has conducted an eligible activity for at least 5 years, the seller has held a management role for at least 5 years, and ceases all functions upon retirement within 2 years following or preceding the disposal. Compatible with PFU or progressive tax rate option.

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5 tax scenarios with figures — €8 million disposal

Business owner aged 62, sells his SME for €8 million. Tax base cost of shares: €500k. Gross capital gain: €7,500k.

No prior gift or contribution.

Scenario 1 — Direct disposal with no regime

Capital gain taxed at PFU 30% (Art. 200 A CGI): €7,500k × 30% = €2,250k in tax.

Immediate net proceeds: €5,750k. No reinvestment constraints.

Scenario 2 — Apport-cession 2025 regime (60% / 2 years / 1-year holding)

Applicable only if disposal occurred before 24/02/2026. Tax deferral.

Obligation to reinvest €4,800k within 2 years in eligible assets (real estate included under the former regime), held for 12 months.

Immediately available liquidity: €3,200k. Deferred tax: €2,250k.

Scenario 3 — Apport-cession LF 2026 regime (70% / 3 years / 5-year holding)

Applicable for disposals from 24/02/2026. Tax deferral.

Obligation to reinvest €5,600k within 3 years in eligible productive activities (real estate excluded), with mandatory holding for 5 years.

Immediately available liquidity: €2,400k. Deferred tax: €2,250k.

Scenario 4 — Gift before disposal + Pacte Dutreil (donor aged 62)

Shares gifted to children before disposal.

Capital gain purged in the hands of the donees. Estimated Dutreil gift taxes: ~4.2% of the transferred value (effective rate before age 70, Cour des comptes 2025), i.e. ~€336k for €8 million.

Full disposal proceeds received by children with no capital gains tax.

Saving vs Scenario 1: €2,250k − €336k = €1,914k.

Requires at least 2 years of planning, an independent valuation and prior financial structuring.

Scenario 5 — Existing holding company + Copé exemption (Art. 219 I a quinquies CGI)

If shares have been held for more than 2 years in a corporate tax holding company.

Long-term capital gain: €7,500k.

12% expenses and charges added back to corporate tax: €900k × 25% = €225k.

Effective exemption at 88%.

Effective tax: ~€225k. Net proceeds: ~€7,775k. Saving vs Scenario 1: €2,025k. No reinvestment obligation.

Summary table — 5 scenarios

The Franco-Swiss angle — no equivalent in Switzerland

The apport-cession mechanism under Art. 150-0 B ter is an exclusively French instrument. There is no direct equivalent under Swiss tax law.

In Switzerland, Article 16(3) LIFD establishes a structural principle: capital gains realised on the disposal of private assets are not taxable for individuals. For a Swiss business owner holding shares as private assets, the disposal of his SME therefore generates a non-taxable capital gain — with no reinvestment conditions.

This exemption is however framed by Art. 20a LIFD (indirect partial liquidation and transposition): the sale of a stake of ≥20% to an acquirer who books it as commercial assets may be recharacterised as taxable income if non-operating surplus assets are distributed within 5 years with the seller's participation.

For Franco-Swiss business owners or structures holding assets on both sides of the border, the central issue becomes the French exit tax (Art. 167 bis CGI) upon transfer of tax residence outside France: taxation of latent capital gains on shares representing ≥50% of a company's profits or whose total value exceeds €800k. A deferred payment is granted by right for a transfer to an EU or EEA Member State.

Hectelion coordinates French and Swiss valuations, ensuring coherence between the two regimes for bi-national structures.

How Hectelion intervenes in a business disposal mandate

Hectelion is neither a tax lawyer nor a notary. We intervene on the financial and valuation components of business transfers — in full coordination with your legal and tax advisers.

1. Financial due diligence — the foundation of the contribution valuation

The valuation of shares at the time of contribution to the holding company determines the deferred capital gain. Financial due diligence conducted beforehand establishes the defensible basis: normalisation of EBITDA, normalised working capital, net debt adjustment, identification of non-operating assets.

2. Independent valuation — defensible against the tax administration

The independent valuation of contributed shares is the central document. It determines the deferred capital gain and constitutes the documentary basis in the event of a tax audit. Hectelion deploys four cross-referenced methods: transaction multiples, adjusted listed comparables adjusted for discounts, DCF at WACC, and adjusted net asset value.

3. Financial structuring — scenario framing

Financial structuring in the context of a transfer includes the financial framing of disposal scenarios, valuation of the contribution to the holding company, analysis of reinvestment constraints, and the financial business plan of the holding company to justify the scheme's economic substance. Hectelion does not provide tax advice — we work in coordination with the client's tax lawyer.

6 mistakes to avoid

• Assuming the 2025 regime still applies for disposals carried out after 24 February 2026, regardless of when the contribution was made.
• Planning a real estate reinvestment without verifying the LF 2026 exclusion — NAF section L activities are now ineligible.
• Overlooking the 5-year holding period — often absent from analyses of the text, this is the longest constraint of the new regime.
• Undervaluing the contribution to the holding company to minimise the deferred gain — creates a recharacterisation risk from the tax administration.
• Confusing deferral and exemption — the tax remains due upon termination of the deferral.
• Ignoring the abuse-of-law risk on pre-arranged schemes — simultaneous contribution and disposal with a pre-identified acquirer.

Advantages and limitations of the LF 2026 regime

The apport-cession regime retains its central advantage: deferring taxation of a significant capital gain to allow the holding company to reinvest a larger capital base. Its limitations since LF 2026 are real: reinvestment rate tightened to 70%, real estate exclusion, mandatory 5-year holding period, increased documentary complexity, abuse-of-law risk on accelerated schemes.

Note from the Managing Director

The apport-cession is a powerful tool — provided it is not mistaken for a magic solution. What we regularly observe at Hectelion: business owners who arrive with schemes built under the 2024-2025 rules, incorporating real estate reinvestment or a 60% reinvestment rate. Since 24 February 2026, these schemes are obsolete.

The real question is not how to defer the tax — it is what financial structure and what contribution valuation secure the transaction. In some cases, a direct disposal at PFU 30% is more advantageous than a constraining deferral with 5 years of asset lock-up. In other cases, the Copé exemption via an existing holding company or the gift before disposal are far more efficient. The answer depends on the ownership structure, the transfer plan and the investment horizon — all elements we analyse as part of our valuation, financial due diligence and financial structuring mandates.

Our role at Hectelion is precisely this: to value contributed shares independently and defensibly, to conduct the financial due diligence that underpins this valuation, and to structure the transfer financially — before the transaction is structured, not after.

Aristide Ruot, Ph.D — Founder & Chief Executive Officer, Hectelion

FAQ — Apport-cession Art. 150-0 B ter 2026

What is the apport-cession regime under Art. 150-0 B ter?

It is a tax deferral mechanism (Art. 150-0 B ter CGI) allowing a business owner to contribute his shares to a holding company he controls, then sell them without immediate taxation of the capital gain — provided the proceeds are reinvested in eligible productive activities. This is a deferral, not an exemption.

Does the LF 2026 regime apply to contributions made before 24 February 2026?

Yes — the determining date is the date of disposal of shares by the holding company, not the date of contribution. If the holding company disposes of contributed shares from 24 February 2026, the new rules apply (70% / 3 years / 5 years / real estate excluded), even if the contribution was made earlier.

Is real estate fully excluded from eligible reinvestment?

Largely yes. The LF 2026 excludes real estate activities under NAF section L. Exception maintained: hotels and certain forms of managed residential property remain in principle eligible, subject to precise analysis.

What happens if I do not reinvest 70% within 3 years?

Failure to meet the reinvestment conditions terminates the tax deferral. The capital gain becomes taxable in the year of termination, at PFU 30% or the progressive rate on election. Late payment interest (0.20% per month) applies on tax due from the year of contribution.

Can the apport-cession and the Pacte Dutreil be combined?

These two regimes cannot be directly combined on the same transaction. However, they can complement each other in an overall strategy: partial Dutreil gift on a portion of the shares, apport-cession on the remainder.

What is the difference between tax deferral and exemption?

Deferral postpones taxation to a later date — the tax remains due upon termination of conditions. Exemption permanently removes the tax. The Copé exemption and the Pacte Dutreil are partial exemption mechanisms. Art. 150-0 B ter is a pure deferral.

Is there a Swiss equivalent of the apport-cession?

No. In Switzerland, capital gains realised on private assets are exempt from tax for individuals (Art. 16(3) LIFD). For Franco-Swiss structures, the French exit tax (Art. 167 bis CGI) is the central issue upon transfer of tax residence.

What is the control condition and why is it critical?

Art. 150-0 B ter requires that the receiving holding company be controlled by the contributor (>50% of voting rights within the meaning of Art. L.233-3 of the French Commercial Code). Without established control, Art. 150-0 B (automatic rollover) applies.

Would you like to structure your disposal transaction, obtain an independent valuation of your shares, or conduct financial due diligence in the context of a business transfer?

Hectelion intervenes on these three components in France and Switzerland.
→ Book a meeting — 30 minutes, confidential

Conclusion: Apport-cession LF 2026 — structure before the deal, not after

The apport-cession regime under Art. 150-0 B ter remains a relevant tool for business owners with an identified productive investment project. But the 2026 Finance Act has profoundly changed its constraints: 70% reinvestment rate, 3-year deadline, 5-year holding period, real estate exclusion — applicable since 24 February 2026. These four simultaneous amendments render obsolete many schemes built under the 2025 rules.

The comparison across the five available scenarios must be conducted before structuring the transaction, on the basis of a defensible independent valuation and documented financial due diligence. At Hectelion, we intervene on these financial components — in coordination with our clients' tax lawyers, notaries and accountants.

Contact us for a first confidential conversation — 30 minutes, no commitment.

Sources

• CGI Art. 150-0 A, 150-0 B, 150-0 B ter, 150-0 D ter, 200 A, 219 I a quinquies — legifrance.gouv.fr (LEGIARTI000053542872)
• LF 2026 (Law No. 2026-103 of 19/02/2026, published 23/02/2026, Art. 11) — economie.gouv.fr
• LégiFiscal — 12/02/2026
• Revue Fiduciaire — 09/02/2026
• Gide Loyrette Nouel — 10/02/2026
• Deloitte — 23/01/2026
• Mayer Brown — 06/02/2026
• BOFiP — BOI-RPPM-PVBMI-30-10-60
• LIFD Art. 16(3), Art. 20a — fedlex.admin.ch
• CGI Art. 167 bis — legifrance.gouv.fr (LEGIARTI000048806379)
• Hectelion internal observation (2026)

Author

Aristide Ruot, Ph.D
Founder | Chief Executive Officer