Apport-cession (150-0 B ter): the reinvestment rule after a sale

Updated 17 July 2026.

Apport-cession (Article 150-0 B ter of France's General Tax Code, the CGI) is first and foremost a planning tool, not a constraint. You contribute your company's shares to a holding company you control, and the capital gain recognised on the contribution goes into tax deferral: it is not erased, it is paused. What most guides miss is that everything hinges on when you prepare that contribution.

Made early, long before any sale is in view, the contribution carries no reinvestment obligation at all: the holding company manages and sells freely, and the deferral continues. Decided in the rush of a sale already in sight, it triggers the most demanding mechanism in the scheme. It is this second, less flexible route that the 2026 finance act has just tightened further (reinvestment raised from 60% to 70%, the deadline from 2 to 3 years, the holding period to 5 years). Understanding these two timings is the key to understanding the whole scheme.

The essentials

• Apport-cession (Art. 150-0 B ter of the CGI) is a tax deferral: the capital gain is not erased, it is paused. The structure must be prepared before the sale, never after.
• Two timings: an early contribution (more than 3 years before any sale) imposes no reinvestment; the holding sells freely and the deferral continues. A contribution followed by a quick sale (less than 3 years) triggers the reinvestment obligation.
• In that second case, since 21 February 2026, at least 70% of the proceeds must be reinvested within 3 years and held 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 lapses and tax is due on the entire capital gain. General information; this structure should be 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 personal situation: it must be structured and validated with your tax lawyer and your chartered accountant. Investing carries a risk of capital loss; past performance is not a reliable indicator of future performance.

We've covered elsewhere the 90-day sequence after a sale, how to choose a private equity fund, or what a wealth manager really costs. Here, we break down the two ways of using apport-cession, then the rule that decides everything on the constrained path: reinvestment. The 2026 thresholds, eligible assets, the pitfalls, 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 sells them. The capital gain is not taxed immediately; it stays deferred as long as the conditions are met.

The mechanism unfolds 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 on the contribution goes into deferral (a cash balancing payment remains possible, capped at 10% of the nominal value of the shares received).
• 2. The sale. The holding 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. Reinvestment. The holding reinvests at least 70% of the sale proceeds in an eligible business activity, within 3 years.
• 4. The holding period. Reinvested 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 continue to be met.

So the entire mechanism plays out before signing. A contribution made after the sale fixes nothing: the capital gain has already arisen in your hands. But between a contribution prepared well in advance and one decided on the eve of a sale, the scheme behaves completely differently.

Two timings: planning the contribution or being stuck with it

Most articles present apport-cession through its most restrictive side, reinvestment. In reality, that is only one of the two ways to use it, and the less flexible one. Everything depends on when the contribution is made relative to the sale.

The early contribution, ahead of any planned sale. If the holding keeps the contributed shares for more than 3 years before selling them, the tax deferral carries no reinvestment obligation at all. The holding 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). This is the most strategic route: building a business estate held within a company, steering free reinvestments over time, and easing succession. It requires one thing, but a decisive one: having made the contribution early, before a buyer even appears.

The contribution followed by a quick sale. If the holding sells the shares within 3 years of the contribution, the reinvestment constraint 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 the rush of a sale already in sight. It works, but it locks the holding into a strict set of requirements.

Keep the 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 should be thought through years before a sale, not at the moment of signing. That said, for the constrained route, the rules changed significantly in 2026.

What changes with the 2026 finance act

For the constrained route, 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. The quota rises from 60% to 70%, the reinvestment deadline from 2 to 3 years, and the holding period for reinvested 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.

One point almost nobody flags, and one that trips up even professionals: the administrative doctrine is not yet up to date. The BOFiP (BOI-RPPM-PVBMI-30-10-60-20, version of 18 August 2025) still shows 60%, 2 years, and real-estate reinvestments that are now excluded. But the law overrides the doctrine: for a transaction concluded from 21 February 2026 onward, it is indeed 70% and 3 years that apply (Article 150-0 B ter of the CGI, version in force). A structure calibrated on the BOFiP page would be calibrated on a dead regime.

The practical consequence is immediate: for the same sale proceeds, you now have to reinvest more, into a narrower field of assets, but with one extra year to do it. This tightening mechanically strengthens the case for making the contribution early, to stay in the first timing and escape any reinvestment constraint altogether. What remains to be seen, for the constrained route, is where that 70% is allowed to go.

The reinvestment rule: at least 70% within 3 years

If the holding sells the shares within 3 years of the contribution, it must reinvest at least 70% of the sale proceeds in an eligible business activity, within 3 years of the sale. Otherwise, the tax deferral lapses.

The text leaves no ambiguity. The recipient company, states Article 150-0 B ter of the CGI (version in force since 21 February 2026), "undertakes to invest the proceeds of their sale, within three years of the sale date and up to at least 70% of the amount of those proceeds."

Three clarifications avoid the most common misunderstandings.

• The quota applies to the sale proceeds, not the capital gain. A holding that receives €2 million must reinvest at least €1.4 million of it, whatever the amount of the deferred capital gain.
• The deadline runs from the sale date, day for day. It cannot be suspended or extended, and waiting around in the early years costs you at the end: a quality reinvestment (due diligence, negotiation, closing) takes months.
• The deferral collapses entirely, not proportionally. Reinvesting 65% instead of 70% does not save two-thirds of the deferral: the condition simply is not met, tax falls due on the entire capital gain, with late-payment interest where applicable.

The rule is mechanical, almost brutal. Its counterpart: the list of eligible reinvestments is broader than 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 capital of an eligible company, or subscribing to certain private-equity funds (FCPR, FPCI, SLP, SCR), each with its own conditions.

• Funding operating resources. The holding invests in a commercial, industrial, craft, professional, agricultural or financial activity that it carries out itself. Real-estate activities have been very largely excluded from eligible reinvestment since 2026 (managing one's own property, property dealing, development, rental), by reference to Article 199 terdecies-0 A of the CGI: holding real estate for one's own portfolio does not satisfy the condition.
• Taking control of an operating company. Acquiring a share of the capital that confers control. The Conseil d'État clarified (ruling of 16 February 2024) that this control condition is assessed at the date of reinvestment.
• Subscribing to the 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 meet a 75% investment quota in eligible companies. This is where choosing the manager becomes the real issue: we've covered how to compare FCPR, FPCI and SLP.

And the remainder? This is the angle almost every guide misses: up to 30% of the sale proceeds stays free. This pocket is subject neither to the quota nor to the 5-year holding period. It can stay as cash in the holding, be invested in a financial portfolio, or fund a capitalisation contract. A well-built apport-cession therefore runs two allocations in parallel: the constrained pocket (70%, illiquid by design) and the free pocket (30%), which gives the whole structure room to breathe. Thinking about both together is precisely what separates a tax structure from genuine wealth architecture.

The three traps that make the deferral lapse

Three mistakes account for most tax reassessments and lost deferrals: reinvesting before selling, letting the timeline slip, and structuring a transaction with no genuine economic substance.

• Reinvesting too early. You cannot reinvest before selling: an investment made ahead of the sale is ineligible for the quota. The sequence, contribution, then sale, then reinvestment, is mandatory.
• Underestimating the timeline. Three years sound comfortable. But a serious reinvestment (targeting, due diligence, negotiating, funding) 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 running late.
• Abuse of law. The apport-cession tax deferral appears on the tax authority's published map of abusive practices and structures: a transaction with no genuine economic substance, set up for the sole purpose of avoiding tax, is exposed to a reassessment. The holding has to actually operate: reinvesting, managing, deciding.

None of these three traps gives any warning. The deferral lapses on the anniversary date, in perfect administrative silence, and the tax falls due right along with it. This is exactly the kind of deadline you actively manage, not one you watch from a distance.

Planning the contribution early changes everything

A Finary One wealth engineer frames the right moment to contribute, and the reinvestment timeline if needed, together with your tax lawyer.

Talk to a private wealth manager

First conversation with no commitment. The assessment is free of charge. Reserved for French tax residents, from €500,000 in investable assets. Marketing communication. This article does not constitute personalised investment advice. Investing carries risks, including a risk of capital loss.

Worked example: a €2.5 million sale

On a €2.5 million sale carried out by the holding 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 individual situation.

In practice, the roadmap looks like this:

• Day 0, the sale. The proceeds (€2.5M) land in the holding. The 3-year clock starts, day for day.
• The constrained pocket: €1.75M minimum. To be spread across the four eligible categories, for example a majority stake plus subscriptions to FCPR or FPCI funds. Each subscription commitment will need to be called within 5 years, and the whole reinvestment held for at least 5 years.
• The free pocket: around €750,000. A cash buffer, a financial portfolio, a capitalisation contract: this is what funds projects and cushions the illiquidity of the constrained pocket.
• The milestones. A reinvestment paced over 18 to 24 months leaves a safety margin; a reinvestment planned as "we'll see in year 3" leaves none.

The full sequence of the first months after the sale (securing, quantifying the tax, building) is covered in our guide to the 90 days after a sale. And to see a wealth-holding company at work in real conditions, the video analysis:

Gifting the shares: passing on a tax deferral

The holding company's shares received in exchange for the contribution can be gifted. If the recipient controls the holding, the tax deferral transfers with them: they will have to hold the shares for 6 years (11 years if the reinvestment was made through eligible funds), or be taxed on the deferred capital gain. These periods, extended from 5 and 10 years by the 2026 finance act, lengthen the commitment made by the person receiving the shares by the same margin.

This is the scheme's most delicate mechanism: combined with a gift, it can clear the deferred capital gain entirely in certain configurations, but the recipient's holding periods and the conditions are strict. This ground should be worked exclusively with your notary and your tax lawyer; the wealth engineer's role is to orchestrate that discussion at the right time, meaning before the sale, never after. To see that orchestration in real conditions, the full journey of a radiologist (partnership, holding company, sale to a group), analysed on video:

Finary One, to plan the contribution early and keep the reinvestment timeline 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 comes soon after, 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' job; the trajectory has to be actively managed.

A Finary One wealth engineer looks at your situation as a whole: the right moment for the contribution, the reinvestment timeline and its deadlines, selecting eligible options for the constrained pocket, and the architecture of the free pocket (cash, investment wrappers, a capitalisation contract), in connection with your personal wealth.

The expertise of private banking, working for your interests: your wealth is examined as a whole and managed over time, and you keep the final say on every decision. When the subject calls for it, the wealth engineer coordinates with your tax lawyer and your chartered accountant. The first conversation is free of commitment and the assessment is not charged, even without becoming 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 timeline.

Talk to your wealth engineer

A full assessment of your situation: timing of the contribution, reinvestment timeline, constrained and free pockets, wrappers, succession.

Talk to a private wealth manager

First conversation with no commitment. The assessment is free of charge. Reserved for French tax residents, from €500,000 in investable assets. Marketing communication. This article does not constitute personalised investment advice. Investing carries risks, including a risk of capital loss.

Frequently asked questions

What is apport-cession (Article 150-0 B ter of the CGI)?

It is a tax deferral: you contribute your company's shares to a holding company you control before selling, and the capital gain recognised on the contribution is paused. Tax only falls due if the scheme's conditions stop being met. The structure must be prepared before the sale, never after.

Do you always have to reinvest after an apport-cession?

No. The reinvestment obligation only applies if the holding sells the contributed shares within 3 years of the contribution. If the contribution was made early and the holding keeps the shares for more than 3 years before selling, it sells freely, with no reinvestment constraint at all, and the tax deferral continues until the holding company's own shares are sold.

What percentage do you have to reinvest after an apport-cession?

If the holding sells the shares less than 3 years after the contribution, it must reinvest at least 70% of the sale proceeds in an eligible business activity (law in force since 21 February 2026). Transactions concluded before that date remain subject to the previous 60% quota.

What is the deadline for reinvesting after the sale?

3 years from the sale, day for day, under the 2026 finance act (2 years under the previous regime). The reinvested assets must then be held for at least 5 years, and fund subscription commitments must be called within 5 years.

What assets are eligible for reinvestment?

Four categories: funding an operating activity of the holding, acquiring control of a company, subscribing to the capital of an eligible company, or subscribing to eligible private-equity funds (FCPR, FPCI, SLP, SCR). Real-estate activities have been very largely excluded from eligible reinvestment since 2026.

What happens if I don't reinvest in time?

The tax deferral lapses in full: the deferred capital gain becomes taxable, with late-payment interest where applicable. The collapse is not proportional: reaching a 65% quota instead of 70% brings down the entire deferral, not just the missing fraction.

Can the shares received in exchange for the contribution be gifted?

Yes. If the recipient controls the holding, the deferral transfers with the shares: they must hold them for 6 years (11 years if the reinvestment was made through eligible funds), or the deferred capital gain is taxed in their name. This mechanism should be built with a notary and a tax lawyer.

Is apport-cession a risky structure?

The scheme is legal and regulated, but it appears on the tax authority's map of abusive practices and structures: a transaction with no genuine economic substance is exposed to a reassessment for abuse of law. Safety rests on three things: a holding that genuinely operates, an eligible reinvestment, and a timeline that is respected.

Sources

• Légifrance, Article 150-0 B ter of the CGI (version in force since 21/02/2026: reinvestment of at least 70% within 3 years, 5-year holding period, eligible funds, gift of shares held under deferral).
• Légifrance, Article 199 terdecies-0 A of the CGI (definition of operating activities eligible for reinvestment and exclusions, including real estate; cross-referenced by Article 150-0 B ter).
• BOFiP-Impôts, BOI-RPPM-PVBMI-30-10-60-20 (administrative doctrine on the apport-cession regime; version of 18/08/2025, predating the 2026 finance act).
• Conseil d'État, ruling of 16 February 2024 (assessment of the control condition at the date of reinvestment).
• impots.gouv.fr, factsheet on the tax deferral under Article 150-0 B ter (map of abusive practices and structures, DGFiP).
• Finary, selling a business: the 90-day sequence.