COUZINEAU LAWYERS

MAKE A REINVESTMENT THAT ALLOWS YOU TO DEFER THE TAX ON THE CAPITAL VALUE OF THE TRANSFER OF YOUR COMPANY (ARTICLE 150-0 B ter of the CGI)

In principle, when a partner/manager transfers the shares of his operating company to a transferee, the capital gain is taxable either at the marginal income tax rate (after an allowance depending on the length of time the shares have been held) or, since January 1, 2018, at the flat tax of 30%.

There is a very interesting mechanism that allows you to benefit from tax optimization on the capital gain from the sale of securities, provided that you place yourself under the regime of contribution-cession, followed by a reinvestment (article 150-0 B ter of the CGI).

How does it work?

 Step 1 : Contribution

The partner/manager (individual) contributes the securities he holds in his operating company to a holding company he controls (asset holding company). The capital gain realized by the partner/manager is then carried forward to the sale of the securities of the operating company by the asset holding company.

Step 2: Transfer

If the asset holding company disposes of the securities of the operating company received as a contribution within three years of the contribution, the tax deferral falls and the capital gain then becomes taxable in the hands of the partner/manager, except in the case of reinvestment by the asset holding company.

Step 3: Reinvestment

Pursuant to article 150-0 D ter of the CGI, the tax deferral of step 1 is maintained if the asset holding company undertakes to reinvest at least 50% of the proceeds of the sale in an economic activity within two years from the sale of step 2.

It is the realization of the 3 steps in a successive and cumulative way that will allow the partner/manager to maintain the deferral of the taxation of his capital gain on the sale of the securities of his operating company.

In order to benefit from the deferral, the reinvestment of the proceeds of the sale by the transferring asset holding company may relate to :

- The financing of permanent means of operation assigned to its commercial, industrial, craft, liberal, agricultural or financial activity;

- The acquisition of a fraction of the capital of one or more companies engaged in such activity;

- Subscription in cash to the initial capital or to the capital increase of one or more companies meeting the conditions.

The property or securities subject to reinvestment must be held for at least twelve months from the date of their inclusion in the assets of the company.

Raizers offers you investments that will allow you to benefit from this preferential regime of article 150-0 B ter of the CGI which is very interesting since it allows you to place the capital gain in tax deferral while making a new investment.

To find out about several companies that qualify for this discount and how you can diversify your capital to reduce risk through online investing, we recommend that you contact Raizers' investment consultants: [email protected].

Selarl COUZINEAU AVOCAT 29, avenue des Ternes - 75017 Paris Tél : 01 82 28 19 26 apital de 40.000 € - Siret n° 811 397 587 00023 - FR 83 811397587

Caroline COUZINEAU

Associate Lawyer

Madelin reduction

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