B Ter

The contribution-sale (150-0 b ter) or reinvestment is a tax scheme from the French general tax code (CGI). It offers you the possibility of selling your business and deferring taxation on the capital gain. To benefit, you commit to contributing your shares to a holding company (contribution), before selling them (sale) and reinvesting part of the proceeds directly (new business, equity stakes) or through capital development funds.

The 150-0 b ter follows a framework defined by the CGI, in several stages: Contribution of your company shares to a holding (the contribution). Sale of the contributed shares when selling your company (the sale), within 3 years. Reinvestment of 60% of the proceeds in eligible assets, directly or indirectly, or creating a new business. Preparation of your succession, with the possibility of a non-taxable donation.

The benefit of the contribution-sale is not just fiscal. This scheme allows you to: Structure your professional wealth. Have non-taxed cash reserves. Create a new entrepreneurial project or reinvest via eligible assets: private equity, private debt... supporting the real economy. Grow your investments. Optimize the transmission of your wealth. The absence of immediate taxation preserves cash and gives you flexibility in organizing your wealth through a secure legal framework recognized by the tax authorities.

The 150-0 b ter is for entrepreneurs, directors or investors who wish to structure their professional wealth or prepare a succession without immediately triggering capital gains tax. To qualify, you must be a natural person with French tax residence. Contribute your shares to an entity subject to corporate tax (IS). And control it after the contribution.

No, it is a deferral, not an exemption. In other words, the tax is only deferred and remains due. Once the contribution is made, 3 years maximum after the creation of the holding, the tax deferral ends in three cases: You do not reinvest 60% of sale proceeds in eligible assets within 2 years. Your holding is sold or liquidated. You change your tax domicile outside France.

Reinvestment under the 150-0 b ter must finance economic activity. Eligible assets include: Purchase of shares in a commercial, industrial, artisanal, liberal, agricultural or financial activity, excluding purely patrimonial entities. Capital subscription (initial or increase) of a company engaged in the same type of activity. Creation and financing of a new activity (business creation, development, external growth). The goal is that funds are reinvested in the real economy, not in passive investments.

Assets not eligible for reinvestment under a contribution-sale are: Cash investments: state savings accounts, euro funds, term deposits, etc. Patrimonial real estate investments: SCPIs, non-professional furnished rentals (LMNP), rental property, land... Financial investments such as UCIs, listed shares as a minority (without control). The contribution-sale encourages productive reinvestment.

There are two cases where the contribution-sale capital gain definitively falls and is no longer taxable: The death of the tax deferral beneficiary — the tax is not passed to your heirs. The full-ownership donation of the holding shares, hence the interest of the scheme for preparing your succession.