Why and how to structure your assets at the same time as your business?
When you create a company, you build much more than a product or a team: you also build, little by little, a heritage. And it is from this moment, that of creation, that the first heritage issues crystallize, issues which then continue to grow as the company develops and increases in value. These issues benefit from being thought of early rather than improvised.
Taxation rewards ancestry
There is a rule that practice constantly verifies: in heritage matters, time is not a setting, it is a parameter. Structuring begins from the first choices, because French taxation attaches decisive consequences to the moment the operation is carried out. Contributing your securities to a holding company before they have increased in value allows you to carry forward a still limited capital gain; doing so when the valuation has already been recorded amounts to crystallizing a much more significant postponement, with the constraints that accompany it. Likewise, transferring a fraction of the capital when the company is worth little costs little; transmitting the same fraction after a high valuation represents a significantly higher cost.
It is the company that produces the value, but it is the way it is held and structured that determines what the manager and his family will really keep.
Three moments
During creation, many parameters become fixed: who owns what, in what proportions, directly or via a structure. This is the time to consider the interposition of a personal holding company, which is easier to set up before than after. This is also where the sharing of capital with the first partners and key people takes shape: a management package designed from the outset, when the value of the securities is still low, makes it possible to set a subscription price close to the real one and to set the conditions for a risky investment, two determining elements for the subsequent tax treatment of the gain.
At the time of a capital raising or reorganization, the founder’s personal issues often cease to be aligned with the operation. Certain windows close as soon as the protocol is signed, in particular the prior contribution of the securities to a holding company. For a manager with a management package, it is also at this stage that the tax and social treatment of the instruments comes into play. Since article 163 bis H of the CGI, resulting from the finance law for 2025, the gain from the sale of securities subscribed or acquired in return for the functions is taxed in principle as a salary – at the income tax scale, specific salary contribution of 10% included, i.e. a marginal rate of up to 59%. This principle primarily targets non-qualified instruments, such as leveraged preference shares (“sweet equity”), share subscription warrants (BSA) or ordinary shares. For legal schemes – free shares (AGA), stock options and business creator share subscription warrants (BSPCE) – the acquisition or exercise gain retains its own regime; only their subsequent gain on sale is likely to fall under article 163 bis H. In all cases, only the fraction of the gain below a ceiling equal to three times the financial performance multiple of the company may fall under capital gains, on the dual condition of a real risk of capital loss and, apart from legal provisions, of holding for at least two years.
As liquidity approaches, all these subjects come into their own: ownership, reuse of sale proceeds, family organization, transmission, partial or total liquidity. The main levers, whether the contribution-transfer, the Dutreil pact or the donation before transfer, require time and precedence and are not put in place in the weeks preceding the closing.
Four reflexes
Hold your securities via a personal holding company (IS company) rather than directly. The contribution of the securities to a holding company controlled by the contributor places the capital gain in tax deferral under article 150-0 B ter, which makes it possible to organize the holding without immediate friction. The reuse obligation is only triggered if the holding company sells the securities contributed within three years: for transfers made since February 21, 2026, it must then reinvest at least 70% of the sale proceeds within thirty-six months and retain the reuse assets for at least five years. Beyond three years of detention, the deferral is maintained without any obligation to reuse. The reinvestment must finance an economic activity: acquisition of control of an operational company, financing of operating resources, or subscription to eligible funds such as FPCI, FCPR or SLP under quota conditions. The finance law for 2026 having narrowed the eligible scope by reference to article 199 terdecies-0 A of the CGI, which excludes real estate activities, pure heritage real estate does not qualify; the hotel industry remains eligible, but the fate of the para-hotel industry becomes uncertain and deserves to be verified with regard to the text applicable on the date of the transfer. The deferral can be transmitted in the event of a donation of holding company securities, subject to retention by the donee, which makes it possible to combine holding and transmission.
Compartmentalize risks. The scope exposed to the risks of the company is not intended to include the main residence, precautionary savings or investment property.
Transmit early, when the value is low. In the absence of anticipation, inheritance tax can reach 45% above 1.8 million euros per child and impose, in certain cases, a forced transfer to pay the tax. Acting early radically changes the equation. A donation of titles in dismemberment, by which bare ownership is given to the children while the usufruct is retained by the founder, presents a double advantage: the donor retains control and income from his titles, and only the value of the bare ownership, less than full ownership, is taxed with gift tax. Carried out when the value is still low, it also removes all future growth from the inheritance base, and is combined with the reduction of 100,000 euros per child renewable every fifteen years.
The Dutreil pact amplifies this effect: it reduces the tax base for the transfer of the company by 75%. It assumes a collective conservation commitment of two years, extended, since the finance law for 2026, by an individual commitment of six years, or eight years in total in practice, as well as the exercise of a management function, the exemption now being refocused on professional assets only. The donation in dismemberment remains compatible with the pact, but it deprives the 50% reduction in rights reserved for donations in full ownership granted before the donor’s 70th birthday: the arbitration between the two therefore deserves to be posed.
Document and date the choices. The history and economic coherence of the operation are decisive in the event of an audit; improvised structuring on the eve of a transfer exposes the risk of abuse of rights. For a departure abroad, the exit tax and tax residence are also processed upstream.
Creating a business is not only about building an economic asset, it is also about building assets. The more these topics are anticipated, the more room for maneuver remains open when decisions matter.
