I. Reminder of the operation of the CGI 150-0 b ter system
The regime resulting from the provisions of article 150-0 b ter of the General Tax Code (“ CGI » ) allows an individual who has sold his or her business to defer the taxation of the capital gain realized during this sale, under certain conditions.
To benefit from this system, it is necessary to carry out a contribution-transfer transaction, the conditions of which are described below.
1. Contribution of securities to a holding company
The natural person wishing to benefit from the contribution-transfer regime must transfer the shares of his company to a holding company that he controls, realizing a capital gain. This operation is called a contribution of securities (the “ Bring ").
The Contribution must be made in France, in a Member State of the European Union or in a State having a tax convention with France containing an administrative assistance clause against tax fraud.
The holding company benefiting from the Contribution must be subject to corporate tax (IS) and controlled by the contributor.
2. The transfer of securities by the holding company
Two cases can be distinguished:
Case A: The holding company sold the tendered shares to a buyer over 3 years after the Intake.
The holding company can sell the securities without being bound by a reinvestment obligation: application of the tax regime for equity securities.
OU
Case B: The holding company sold the tendered shares to a buyer Less than 3 years old after the Intake.
The tax deferral is not ended, however, to maintain it the holding company must make a commitment, within 2 years, to reinvest at least 60% of the amount of the sale proceeds in eligible securities. to this device (directly or indirectly).
This operation is called the reuse of the proceeds of sale.
NB: the sale proceeds correspond to the sale price of the securities sold.
Practical details, the scheme described in this case B is often used and the Contribution and the transfer are carried out simultaneously because it is difficult to anticipate the transfer price of the securities.
The article below presents the different reinvestment options available to the holding company (Case B).
II. Device 150-0 b ter of the CGI: Reinvestment in one or more companies
To benefit from the tax deferral permitted by the provisions of article 150-0 b ter of the CGI, it is possible to reuse the proceeds of sale in one or more companies which comply with the eligibility conditions set out below. below.
In this scenario, two options are possible:
1. Acquire control of one or more companies
These companies must be based in France (or in a country of the European Union or the European Economic Area which has signed a tax agreement with France).
They must carry out an economic activity, such as commerce, industry, crafts, liberal professions, agriculture or finance. Activities relating to the management of own movable assets or real estate are excluded.
They must be subject to corporate tax (or should be if they carried out their activity in France).
2. Invest in the initial capital or increase the capital of one or more companies (under the same conditions as those mentioned above).
III. Device 150-0 b ter of the CGI: Reinvestment in an investment fund
It is possible to reuse the proceeds of sale by subscribing to units or shares in different investment funds such as professional investment capital funds (FPCI), risky mutual funds (FPCR), investment companies. free partnerships (SLP) or venture capital companies (SCR).
These funds must respect certain conditions regarding the composition of their assets at the end of a period of 5 years:
- At least 75% of their money must be invested in operational companies respecting the same conditions as mentioned above.
- Among these 75%, at least 2/3 must be invested in companies which are not listed on the stock exchange or which are listed on a market reserved for small and medium-sized companies.
It is necessary to hold the fund's shares for a minimum of 5 years.
Investing in an unlisted company has the advantage of being able to expect a significant gain in return for taking a high risk. Reinvesting via an investment fund has the advantage of offering diversification of your investments by investing indirectly in several companies with different profiles.
IV. Device 150-0 b ter of the CGI: Reinvestment with NextStage AM
NextStage AM manages an investment fund eligible for the regime of article 150-0 b ter of the CGI: the FPCI NextStage Capital Entrepreneur II.
This eligibility thus gives the right to maintain the tax deferral subject to compliance with conditions:
The FPCI NextStage Capital Entrepreneur II is exclusively invested in Development Capital and has the mission of supporting growth, innovation and job creation while respecting our ESG commitments (article 8 SFDR).
This investment strategy has convinced more than 200 entrepreneurs to date (includes the first vintage of the range: the FPCI NextStage Capital Entrepreneur I).
Ultimately, the FPCI NextStage Capital Entrepreneur II should have a diversified portfolio of around 15 companies with high growth potential. The targets are companies in the profitability phase and have a proven and robust business model. They generally generate a turnover of between €5M and €500M.
NB: The information presented constitutes a promotional communication and cannot constitute investment advice. Before making any investment decision and in order to correctly assess the tax regime described above as well as the risks incurred by this type of investment, it is recommended to consult your usual legal, tax or financial advisor and to contact the management company for more information.
Furthermore, investing in this type of medium exposes you to risks, in particular: loss of capital, low liquidity, estimation of the value of the securities in the portfolio, etc.
If you would like more information concerning the reinvestment system of article 150-0 b ter of the CGI or concerning our investment fund the FPCI NextStage Capital Entrepreneur II, contact us..
To find out more about the 150-0 b ter, we recommend reading our three articles:
