The 150-0 B ter: A strategic fiscal lever to reinvest in innovation
Entrepreneurs who sell their businesses face a double challenge: optimizing their taxation while finding promising new investment opportunities. The 150-0 B ter device of the General Tax Code provides an elegant answer to this problem.
A fiscal mechanism at the service of the real economy
The 150-0 B ter system allows company managers to reinvest the proceeds from the sale of their shares in the productive economy via a holding company, while benefiting from a tax deferral on the capital gain achieved.
Concrete example
Take the case of a manager who sells his business for 1 million euros with a capital gain of 800,000 euros. Without the 150-0 B ter system, he would have to immediately pay around €251,200 in taxes (at the PFU rate of 31.4 %, that is 12.8 % income tax and 18.6 % social levies since 1 January 2026). Thanks to the deferral mechanism, it can reinvest the entire million euros, thus multiplying its investment capacity.
What the deferral requires, and what triggers the reinvestment duty
The deferral applies as of right once the contribution is made to a company subject to corporation tax and controlled by the contributor. Reinvestment is not a condition of the deferral: it is an obligation that only arises if the receiving company sells the contributed securities within three years of the contribution. Beyond that period, a sale does not end the deferral and triggers no reinvestment.
Where the obligation arises:
- the holding company must reinvest at least 70 % of the sale proceeds;
- reinvestment must take place within three years from the sale;
- eligible activities are those of 3° of C of I of article 199 terdecies-0 A. Excluded are financial activities, the management of one’s own securities portfolio, the construction of buildings for sale or letting, and real estate activities; the text also excludes the management of one’s own property portfolio;
- the assets or securities acquired through the reinvestment must be held for at least five years, counted from the date they are recorded as company assets.
These rules come from law no. 2026-103 of 19 February 2026 and apply to sales of contributed securities carried out on or after 21 February 2026.
Funds eligible for the reinvestment must meet an investment quota raised to 75 %, assessed at the end of a five-year period. That quota consists of unlisted securities: listed securities are admitted only up to 20 % of the fund’s assets, for a market capitalisation below 500 million euros, or 20 % of net book equity for a venture capital company, for a capitalisation below 150 million euros.
A device particularly suited to DeepTech investment
This mechanism is particularly relevant for investing in DeepTech startups that:
- Require significant capital
- Offer strong growth potential
- Contribute to innovation and technological progress
- Target large-scale markets
Double benefit: economic and fiscal
The benefits of 150-0 B ter are twofold:
- For the investor:Postponement of taxation on capital gains
- Maintaining all the capital to reinvest
- Possibility to diversify your investments
- Flexibility in asset structuring
- For the economy:Stimulating investment in the real economy
- Support for innovation and R&D
- Development of SMEs and innovative startups
- Maintaining capital in the productive economic circuit
Points of vigilance
The implementation of the device requires particular attention:
- Strict compliance with the reinvestment deadline - three years from the sale
- Rigorous monitoring of the holding period - assets or securities from the reinvestment must be held for five years, counted from the date they are recorded as company assets
- Verification of the eligibility of target investments - Valeureux issues a capacity opinion on request, certifying that the fund is eligible for the reinvestment
- Precise documentation of the operations carried out - Valeureux handles it
Conclusion
The 150-0 B ter system is a powerful tool for entrepreneurs wishing to reinvest in innovation while optimizing their taxation. It allows capital to be maintained in the productive economy while supporting the development of ambitious and innovative projects.
Up to date as at 16 September 2026, against article 150-0 B ter as amended by law no. 2026-103 of 19 February 2026.
This is neither tax advice nor investment advice. Please consider your own situation and, where appropriate, consult a tax or wealth management professional.
*Legal sources: