1. Transferable securities, company rights and similar securities

Articles in this section · 11

Article 150-0 D ter

French General Tax CodeIn force

Updated 8 Nov 2023


The fixed allowance provided for in the first paragraph of this 1 applies to all gains relating to shares, units or split rights relating to these shares or units, issued by the same company and, if this company is the result of a demerger which took place during the two years prior to the disposal for valuable consideration or the repurchase, by the other companies resulting from this same demerger.



2. The price supplement provided for in 2 of I of article 150-0 A, relating to the disposal of securities or rights mentioned in 1 of this I, is reduced by the fixed allowance provided for in the same 1, up to the fraction not used at the time of this disposal.


II. II.-The fixed allowance referred to in 1 of I is subject to the following conditions being met:


1° The transfer relates to all of the shares, units or rights held by the transferor in the company whose securities or rights are being transferred, or to more than 50% of the voting rights or, where only the usufruct is held, to more than 50% of the rights in the company's profits;


> 2° The transferor must 2° The transferor must:



a) Have held one of the following positions in the company whose securities or rights are being sold, continuously over the five years preceding the sale:


-manager appointed in accordance with the Articles of Association of a limited liability company or a partnership limited by shares;


-nominee partner of a partnership;


-chairman, chief executive, chairman of the supervisory board or member of the management board of a joint stock company.


These functions must actually be exercised and give rise to normal remuneration, in the categories subject to income tax of salaries and wages, industrial and commercial profits, agricultural profits, non-commercial profits and income of managers and partners mentioned in article 62, with regard to remuneration of the same type paid for similar functions in the company or in similar companies established in France. This remuneration must represent more than half of the income on the basis of which the person concerned is subject to income tax in the same categories, excluding non-professional income;


b) To have held, directly or indirectly, a majority of the shares in the company or in similar companies established in France. b) Having held directly or through a company covered by articles 8 to 8 ter or through his or her spouse or partner bound by a civil solidarity pact or their ascendants or descendants or their brothers and sisters, continuously over the five years prior to the sale, at least 25% of the voting rights or rights in the corporate profits of the company whose securities or rights are being sold;



c) cease to hold any position in the company whose securities or rights are being sold and exercise his or her pension rights within two years of or prior to the sale;


3° The company whose securities or rights are transferred meets the following conditions:



a) It is a small or medium-sized enterprise within the meaning of Annex I to Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty. This condition is assessed on the closing date of each of the last two financial years preceding the date of the disposal;


b) It carries out an activity mentioned in a of 2° of the I of article 150-0 B ter, under the same exclusion, or has as its sole corporate purpose the holding of equity interests in companies carrying out the eligible activities mentioned in this same a.


This condition is assessed on a continuous basis. This condition is assessed on a continuous basis over the five years prior to the sale;


c) It is subject to the following conditions c) It is subject to corporation tax under the conditions of ordinary law or would be subject to corporation tax under the same conditions if the business were carried on in France and has its effective management headquarters in a Member State of the European Union or in another State party to the Agreement on the European Economic Area that has signed an administrative assistance agreement with France to combat tax evasion and avoidance;


> The securities or rights sold are subject to corporation tax under the conditions of ordinary law or would be subject to corporation tax under the same conditions if the business were carried on in France. 4° The securities or rights sold must have been held for at least one year on the date of the sale. This period is deducted in accordance with the terms and conditions set out in article 150-0 D, paragraph 1 quinquies;


5° If the securities or rights are transferred to a company, the transferor does not hold, directly or indirectly, any voting rights or rights in the profits of the transferee company;


III. III -The fixed allowance mentioned in I does not apply to:


1° To the net gains referred to in Articles 238 bis HK and 238 bis HS;


>
2° Net gains on disposals of shares in investment companies referred to in 1° bis and 3° septies of article 208 and in single-member venture capital companies during the period in which they benefit from the exemption from corporation tax provided for in article 208 D, as well as companies of the same type established outside France and subject to an equivalent tax regime;


> 3° Net gains on disposals of shares in investment companies referred to in 1° bis and 3° septies of article 208 and in single-member venture capital companies during the period in which they benefit from the exemption from corporation tax provided for in article 208 D, as well as companies of the same type established outside France and subject to an equivalent tax regime;


3° Net gains from the sale of shares in open-ended property investment companies governed by Articles L. 214-62 to L. 214-70 of the French Monetary and Financial Code and similar companies established outside France and subject to an equivalent tax regime;



4° To the benefit mentioned in article 80 bis of the present code recorded on the occasion of the exercise of options allocated before 20 June 2007, nor to the net gain mentioned in the second paragraph of I of article 163 bis G.


IV. IV - In the event of non-compliance with the condition provided for in 5° of II at any time during the three years following the sale of the securities or rights, the fixed allowance provided for in I is called into question in respect of the year during which the aforementioned condition ceases to be met. The same applies to the year in which the period mentioned in c of 2° of II expires, if one of the conditions provided for in 1° or c of 2° of II has not been met by the end of this period. The capital gain is then reduced, where applicable, by the allowance provided for in 1 ter or 1 quater of article 150-0 D.

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Mariela Petrova

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Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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