In decision no. 476309 of 5 February 2024, the French State Council has validated the position supported by INLO Avocats (and other law firms) in the context of an appeal for ultra vires seeking the annulment of the tax authorities’ doctrine prohibiting the benefit of tax deferrals on contributions of shares resulting from the exercise of BSPCEs.
Holders of shares resulting from the exercise of BSPCEs can therefore now benefit from tax deferral (article 150-0 B of the CGI and article 150-0 B ter of the CGI) in the event of the contribution of their shares to a NewCo or a holding company that they control.
Contributions by way of sale’ (and, in our opinion, “donations by way of sale” by analogy of reasoning) may therefore be made in respect of shares arising from BSPCEs.
We welcome this decision, which restores equality between employee beneficiaries of BSPCEs and other shareholders of a company.
Our tax lawyers Damien BASSON and Chris Hannetel are at your disposal to study the resulting strategies.
Many thanks to Florent Ruault and our colleagues at RMT, Pierre Bonamy and Nicolas Guilland, for all their hard work in developing the arguments.
