Apport-cession (150-0 B ter): the reinvestment rule in France after a sale
Updated on 11 August 2026.
Apport-cession in France (a tax-deferral scheme under article 150-0 B ter of the French General Tax Code, CGI) lets you postpone the tax on a capital gain by contributing your shares to a holding company before selling, without cancelling the tax debt. Made early, long before any sale is planned, the contribution carries no reinvestment obligation: the holding company manages and sells freely, and the deferral continues. Decided just before a sale, it locks the holding company into a strict reinvestment quota.
It is this second path, the less flexible one, that the 2026 Finance Act tightened further (the reinvestment quota raised from 60% to 70%, the deadline from 2 to 3 years, the holding period to 5 years). Understanding these two timelines is the key to understanding the whole mechanism.
- An apport-cession (art. 150-0 B ter of the CGI) is a tax deferral: payment is postponed, not cancelled. The structure is set up before the sale, never after.
- Two timelines: an early contribution (more than 3 years before any sale) imposes no reinvestment requirement, the holding sells freely and the deferral continues; a contribution followed by a quick sale (less than 3 years) triggers the reinvestment obligation.
- In this second case, since 21 February 2026, you must reinvest at least 70% of the proceeds within 3 years and hold that reinvestment for at least 5 years (previously: 60% and 2 years, for earlier transactions).
- Eligible reinvestment: funding an operating business, taking control of a company, subscribing to share capital, or subscribing to certain private-equity funds (FCPR, FPCI, SLP, SCR). Real estate has been very largely excluded since 2026.
- A failed reinvestment means the deferral collapses and tax becomes due on the entire capital gain. General information; this structure is decided with a tax lawyer and a chartered accountant. Investing carries a risk of capital loss.
This article is general information and does not constitute personalised investment advice or tax advice. Apport-cession depends on your situation: it is structured and validated with your tax lawyer and chartered accountant. Investing carries a risk of capital loss; past performance is not a reliable indicator of future performance.We have covered elsewhere the 90-day sequence after selling a company, how to choose a private-equity fund, and what a wealth manager really costs. Here, we break down the two ways to use apport-cession, then the rule that decides everything on the constrained path: reinvestment. The 2026 thresholds, the eligible assets, the traps, and a worked example.
What is apport-cession (article 150-0 B ter of the CGI)?
Apport-cession is a tax deferral: you contribute your company's shares to a holding company you control, then the holding company sells them. The capital gain is not taxed immediately; it is deferred as long as the conditions are met.
The mechanics run in four steps, and the order is anything but a detail.
- 1. The contribution. Before any sale, you contribute your shares to a holding company subject to corporate income tax, which you control. The capital gain recognised at the contribution is placed into deferral (a cash balancing payment remains possible, up to 10% of the nominal value of the shares received).
- 2. The sale. The holding company sells the shares. If the sale happens more than 3 years after the contribution, the deferral continues with no reinvestment condition. If it happens within 3 years, the reinvestment rule kicks in.
- 3. The reinvestment. The holding company reinvests at least 70% of the sale proceeds into an eligible economic activity, within 3 years.
- 4. The holding period. Reinvestment assets must be held for at least 5 years. The deferral holds as long as you do not sell the holding company's shares and the conditions remain met.
The entire mechanism therefore plays out before signing. Between a contribution prepared long in advance and one decided the day before a sale, the scheme behaves in completely different ways.
Two timelines: planning the contribution ahead, or being forced into it
Most articles present apport-cession through its most restrictive side, reinvestment. That is in fact only one of the two ways to use it, and the less flexible one. Everything depends on the timing of the contribution relative to the sale.
The early contribution, made well ahead of any sale plans. If the holding company keeps the contributed shares for more than 3 years before selling them, the tax deferral carries no reinvestment obligation. The holding company then sells freely, reinvests as it sees fit, and the deferral continues until a triggering event (notably the sale of the holding company's own shares, or the transfer of tax residence outside France). It is the most strategic path: building a professional estate held within a company, steering reinvestments freely over time, and easing succession planning. It requires just one thing, but a decisive one: having contributed early, even before a buyer appears.
The contribution followed by a quick sale. If the holding company sells the shares within 3 years of the contribution, the reinvestment requirement applies in full: reinvest a share of the proceeds (70% under the 2026 Finance Act, 60% for earlier transactions) within 36 months, then hold that reinvestment for 5 years. This is the “classic” apport-cession, the one prepared in a hurry when a sale is already in sight. It works, but it locks the holding company into a strict set of conditions.
Keep this hierarchy in mind: the classic apport-cession is just one option among others, and the least flexible one. The earlier the contribution, the greater the freedom. That is why this structure is planned years before a sale, not at the moment of signing. For the constrained path, however, the rules changed in 2026.
What changed with the 2026 Finance Act?
For the constrained path, article 11 of the 2026 Finance Act (law no. 2026-103 of 19 February 2026) tightened the reinvestment rules, applicable to sales of contributed shares carried out from 21 February 2026 onward. The quota rises from 60% to 70%, the reinvestment deadline from 2 to 3 years, and the holding period for reinvestment assets from 12 months to 5 years. The reform also narrows the scope of eligible real-estate reinvestments and extends the holding periods in the event of a gift of the shares.
| Parameter | Before 21/02/2026 | Since 21/02/2026 |
|---|---|---|
| Reinvestment quota | 60% of the sale proceeds | 70% of the sale proceeds |
| Reinvestment deadline | 2 years | 3 years |
| Holding period for reinvestment | 12 months | 5 years |
| Real-estate reinvestment | Property trading and property development eligible | Real estate largely excluded (property trading, development, rental), by reference to art. 199 terdecies-0 A of the CGI |
| Gift of shares: holding period for the recipient | 5 years (10 years if reinvested via funds) | 6 years (11 years if reinvested via funds) |
| Window for sale after contribution | 3 years | 3 years (unchanged) |
The practical consequence is immediate: for the same sale proceeds, you must reinvest more, into a narrower field of assets, but with one extra year to do it. This tightening mechanically strengthens the case for contributing early, to stay in the first timeline and escape any reinvestment constraint. What remains to be seen, for the constrained path, is where that 70% is allowed to go.
What is the reinvestment rule after a quick sale?
Under the latest Finance Act (article 150-0 B ter of the CGI, version in force since 21 February 2026), if the holding company sells the shares within 3 years of the contribution, it must reinvest at least 70% of the sale proceeds into an eligible economic activity, within 3 years of the sale. Otherwise, the tax deferral is lost.
Three clarifications avoid the most common misunderstandings.
- The quota applies to the sale proceeds, not the capital gain. A holding company that receives €2 million must reinvest at least €1.4 million, whatever the amount of the capital gain in deferral.
- The deadline runs from the sale date, day for day. It cannot be suspended or extended, and waiting too long in the early years costs you at the end: a quality reinvestment (due diligence, negotiation, closing) takes months.
- The loss of the deferral is total, not proportional. Reinvesting 65% instead of 70% does not save two-thirds of the deferral: the condition is not met, tax falls due on the entire capital gain, plus late-payment interest where applicable.
The rule is mechanical, almost brutal. Its counterpart: the list of eligible reinvestments is broader than most people think.
What can you reinvest in? The four eligible categories
Eligible reinvestment covers four categories: funding an operating business, acquiring control of a company, subscribing to the share capital of an eligible company, or subscribing to certain private-equity funds (FCPR: fonds commun de placement à risques; FPCI: fonds professionnel de capital investissement; SLP: société de libre partenariat; SCR: société de capital-risque), each with its own conditions.
- Funding operating resources. The holding company invests in a commercial, industrial, craft, professional, agricultural or financial activity that it carries out. Real-estate activities have been very largely excluded from reinvestment since 2026 (managing one's own real-estate assets, property trading, development, rental), by reference to article 199 terdecies-0 A of the CGI: personal real-estate holdings do not satisfy the condition.
- Taking control of an operating company. Acquiring a share of the capital that confers control. The Conseil d'État clarified (decision of 16 February 2024, no. 472835) that this control condition is assessed on the date of the reinvestment.
- Subscribing to the share capital of one or more eligible operating companies, in cash, at incorporation or through a capital increase.
- Subscribing to eligible funds: FCPR, FPCI, SLP or SCR. This is the most commonly used route for delegating the reinvestment. Specific conditions: the subscription commitment must be called within 5 years, and the fund must respect a 75% investment quota in eligible companies. This is where the choice of manager becomes the real question: we have covered elsewhere how to compare FCPR, FPCI and SLP.
And what about the rest? This is the angle almost every guide forgets: up to 30% of the sale proceeds remains free. This portion is subject neither to the quota nor to the 5-year holding period. It can stay as cash within the holding company, be invested in a financial portfolio, or fund a capitalisation contract. A well-built apport-cession therefore manages two allocations in parallel: the constrained portion (70%, illiquid by construction) and the free portion (30%), which gives the whole structure room to breathe. Thinking about both together is precisely what separates a tax structure from a genuine wealth architecture.
What traps can cause you to lose the tax deferral?
Two mistakes account for most tax reassessments and lost deferrals: letting the calendar slip, and setting up a transaction with no real economic substance.
- An underestimated timeline. Three years seems comfortable. But a serious reinvestment (targeting, auditing, negotiating, financing) takes 12 to 18 months, and fund subscription commitments must actually be called within 5 years. Structures that fail are rarely badly designed: they are simply late.
- Abuse of law. The apport-cession tax deferral appears on the tax authority's published list of abusive practices and structures, but only in more technical, narrower cases: a reinvestment carried out fictitiously, for example into an empty shell company or one with no genuine economic activity, is exposed to a reassessment for abuse of law.
The loss of the deferral is not notified by the tax authority: neither of these two traps gives any warning. Hence the value of actively tracking these deadlines.
Worked example: a €2.5 million sale
On a €2.5 million sale made by the holding company less than 3 years after the contribution, the rule requires reinvesting at least €1.75 million within 3 years; around €750,000 remains free. Illustrative example, excluding the tax specifics of each situation.
In practice, the roadmap looks like this:
- Day 0, the sale. The proceeds (€2.5M) land in the holding company. The 3-year clock starts, day for day.
- The constrained portion: €1.75M minimum. To be split between the four eligible categories, for example a majority stake acquisition and subscriptions to FCPR or FPCI funds. Each subscription commitment will need to be called within 5 years, and the whole held for at least 5 years.
- The free portion: around €750,000. Precautionary cash, a financial portfolio, a capitalisation contract: this is what funds other projects and cushions the illiquidity of the constrained portion.
- The milestones. A reinvestment paced over 18 to 24 months leaves a safety margin; one planned as “we’ll see in year 3” leaves none.
The full sequence of the first months after the sale (securing the position, quantifying the tax, building) is covered in detail in our guide to the 90 days after a company sale. And to see a wealth holding company at work in real conditions, here is the video analysis:
Gifting the shares: passing on a tax deferral
The holding company shares received in exchange for the contribution can be gifted. If the recipient controls the holding company, the tax deferral passes along with them: they will need to hold the shares for 6 years (11 years if the reinvestment was made via eligible funds), or be taxed on the deferred capital gain. These periods, raised from 5 and 10 years by the 2026 Finance Act, extend the commitment taken on by the recipient accordingly.
This is the most refined part of the scheme: combined with estate planning, it can clear the deferred capital gain entirely in certain configurations, but the recipient's holding periods and conditions are strict. This ground is worked exclusively with your notary and your tax lawyer; the role of a wealth planning engineer is to orchestrate this discussion at the right time. Gifting the holding company's shares can happen before or after the sale: what matters is fully understanding the associated holding constraints before actually gifting the shares. To see this orchestration in real conditions, here is the full journey of a radiologist (partnership, holding company, sale to a group) analysed in video:
Finary One: planning the contribution and keeping the reinvestment calendar on track
Apport-cession is not decided on the day the structure is set up. It is decided upstream: choosing the right moment to contribute, long before a sale, already frees you from any reinvestment constraint. And if the sale is close, everything plays out over the following 3 years: a quota to reach, assets to select, commitments to have called, a holding period to respect. The legal structure is your advisers' business; the trajectory, however, needs to be steered.
Your point of contact at Finary One is a private wealth manager. They know your full situation, personal and professional wealth alike, and support you over time, from preparing the contribution through to the end of the reinvestment commitments. On the most technical legal and tax questions, they draw on a wealth planning engineer, a specialist in these matters, who works alongside them to frame the options, measure their effects and secure the reasoning: the right moment to contribute, the reinvestment calendar and its deadlines, the selection of eligible vehicles for the constrained portion, and the structure of the free portion (cash, wrappers, a capitalisation contract), in connection with your personal wealth.
This wealth planning expertise never replaces your own advisers. Structuring the contribution and securing it from a tax standpoint remain your tax lawyer's business, the holding company's bookkeeping and filing obligations your chartered accountant's, and the deed your notary's in the event of a gift of the shares. The role of the private wealth manager and wealth planning engineer duo is to work with them: shape the strategy, share it with each of them, align the analyses and keep the calendar on track, so that decisions are made in the right order and at the right time.
On an apport-cession, technical expertise is not enough. What makes the difference is the effective coordination of everyone involved, each in their own role, around a single strategy and a schedule that holds. It is the expertise of private banking, on your side, and you keep control of every decision. The first conversation is free of commitment and the assessment is not billed, even without being a client, from €500,000 in investable assets.
Finary SAS is an investment firm authorised by the ACPR (no. 19283). This article is for informational purposes only and does not constitute personalised investment advice; all investing carries a risk of capital loss.
The tax deferral does not reward the cleverest structure. It rewards early planning, and the best-kept calendar.
Frequently asked questions
What happens to the part of the sale proceeds that is not reinvested?
The non-reinvested portion, up to 30% of the proceeds, is free of any quota or holding-period constraint: it can be invested freely by the holding company, with no particular condition.
Do you always have to reinvest after an apport-cession?
No: the requirement only applies if the sale happens within 3 years of the contribution. Beyond that period, no reinvestment obligation applies to the holding company.
What percentage must be reinvested after an apport-cession?
Since 21 February 2026, the minimum threshold is 70% of the sale proceeds, compared with 60% for transactions concluded before that date.
What is the deadline for reinvesting after the sale?
Three years, counted from the day of the sale (two years before the 2026 reform), followed by a minimum 5-year holding period on the assets acquired.
Which assets are eligible for reinvestment?
Four routes: an operating activity of the holding company, taking control of a company, subscribing to share capital, or an investment in an eligible private-equity fund (FCPR, FPCI, SLP, SCR). Personal real-estate holdings remain very largely excluded.
What happens if I don't reinvest in time?
The deferral disappears entirely, not just on the missing portion: the capital gain becomes fully taxable again, plus late-payment interest where applicable.
Can you gift the shares received in exchange for the contribution?
Yes, before or after the sale. If the recipient controls the holding company, they take on the deferral but must then respect a 6-year holding period (11 years if the reinvestment was made via funds), or be taxed on the deferred capital gain.
Is apport-cession a risky structure?
The scheme is legal, but the tax authority monitors structures with no real substance, for example a fictitious reinvestment into a structure with no genuine economic activity. Caution comes down to a genuinely eligible reinvestment and a calendar that is respected.
Sources
Finary, selling a company: the 90-day sequence.
Regulatory disclaimers: Marketing communication. Investing carries a risk of partial or total capital loss. Past performance is not a reliable indicator of future performance. This article is provided for information and educational purposes only; it does not constitute personalised investment advice, a buy or sell recommendation, or tax advice. Before investing, read the Key Information Document (KID) and, where relevant, consult an authorised adviser. Finary SAS, an investment firm authorised by the ACPR (no. 19283), member of AMAFI. Insurance broker registered with ORIAS (no. 21001279), member of the CNCGP (association approved by the AMF). Crypto-Asset Service Provider (CASP) authorised by the AMF under the MiCA regime, references no. A2026-026 and no. N2026-008.
