The transfer system allows an entrepreneur to reduce the tax impact of the sale of his business. Claire Muller and Frédéric Thienpont, Tax and heritage lawyers within Walter France, explain the conditions that must be respected, and the other advantages that arise from this strategic choice.
The contribution of sale is a very popular system at present. Many leaders are moving towards this solution when they want to give up their business, in order to maximize the product of the sale or with a transmission perspective. In this context, The legislator has implemented specific systems-postponement or suspended taxation of added value-with the aim of encouraging business leaders to reinvest in operational activities, The objective is to support and energize the country's economy.
What is the contribution of sale ?
The titles of an operating company are brought to a company called "Holding". In exchange, the provider (The owner of the operating company) receives titles from the new company. This one therefore becomes associated with the holding company and, only indirectly, of the operating company. From this moment, It is the holding company that holds all of the titles of the operating company and which is the sole partner (In the event of a 100 % contribution of the securities of the operating company).
Be careful to study each step
In the case of a holding company created specifically to receive the titles of the operating company, It will be necessary to carefully study the different stages.
• Before starting : Validate the feasibility. Is it possible to provide the titles of the operating company ? Is there an approval or preemption clause ? Is there a associate pact ? Is it possible to bring to a legal person ?
• Validate that this is the right time to give in and check that this assembly is the most suitable : Does the contributor want to reinvest ? Will the exemption of exemption of added value linked to the contribution-cession will not deprive it of other devices, such as exemptions related to retirement ?
• Evaluate the operating company at the right price. Avoid on or undervaluation. The report of a contribution commissioner will be required, Except for civil societies. Attention : The evaluation of the company will affect the capital gain.
• Constitute Holding : A contract of contribution of the securities of the operating company must be written and it is necessary to pay the greatest attention to the statutes. for example, A closing date of accounts identical to that of the operating company may allow tax integration to be applied. And above all, If this operation is carried out with the aim of a succession, Study the approvals and dismemberment clauses.
• Also attention : The social for holding (SAS, SARL, civil society) will affect the leader's social status, Taxation and reporting obligations.
All these choices will have consequences on the succession, especially if this device is articulated, if applicable, With a Dutreil pact. Once the holding company has been created, The manager will have to take care to respect all formalities : IS option, certificates, Various and varied declarations ... Failure to comply with the obligations may have the exemption from capital gains.
