Tax and wealth protection

Legal and tax structuring of business assets

We look at the way you hold your business — directly, through a company, with others — and at what that costs you year after year as well as on the day it changes hands. The exercise also covers what the company itself owns: its operating property, its surplus cash, and the trade marks and know-how the company holds, whose value weighs as much in a handover as in a sale.

Business transfers and family succession

We build the transfer structure, we cost it on the real assumptions of your file, and we draft the documents: gifts, retention undertakings, adapted articles of association, governance clauses that let the owner pass on ownership without losing control overnight.

Pacte Dutreil and tax-relief mechanisms

The regime under article 787 B of the French General Tax Code is the most powerful lever in a family handover, and the most demanding over time. We check eligibility, we draft the undertakings, and we put in place the monitoring that makes it possible to meet the obligations for the whole of their term — that is where the relief is lost, rarely at signature.

Holding companies, disposals and wealth reorganisations

Contribution of shares, creation of a holding company, reinvestment of sale proceeds, reorganisation of a family group. The tax structure and the corporate documents come out of the same firm: we can set up the holding company and draft the shareholders' agreement that goes with it in the same file, with the same person.

The pacte Dutreil, and what it demands over time

Article 787 B of the French General Tax Code exempts from gift and inheritance tax up to 75% of their value the shares of a company carrying on an industrial, commercial, craft, agricultural or professional activity, transferred by gift or on death. The price of that exemption comes down to three obligations, in the wording introduced by the Finance Act for 2026:

• a collective retention undertaking of at least 2 years, covering at least 17% of the economic rights and 34% of the voting rights in an unlisted company (10% and 20% in a listed company);
• an individual retention undertaking of 6 years for each beneficiary, running from the expiry of the collective undertaking — that is, eight years at the very least in total. The Finance Act for 2026 raised that period from four years to six;
• the holding of a management position for the term of the collective undertaking and for the three years following the transfer.

The same Finance Act narrowed the base of the relief. The exemption no longer applies to the part of the market value of the shares representing assets not used exclusively for the eligible activity — the text names residential property, vehicles, luxury goods, racehorses, hunting and fishing assets, and spirits. Two practical consequences: a balance sheet carrying assets held for enjoyment no longer produces the expected effect on its full value, and structures put in place before February 2026 are worth reviewing — this is today one of the most frequent requests we receive.

A word on holding companies, since it is the question that always comes back. A company that merely manages a portfolio of shareholdings does not carry on an eligible activity. Article 787 B does, however, treat as a commercial activity that of a company whose “principal activity is active participation in the conduct of its group's policy” — what is known as a holding animatrice, an actively managing holding company. The word that matters is active: the management must be real, organised and capable of being demonstrated on the day of the transfer, through decisions, agreements and a written record. This is the point on which these files are most often lost, and it is prepared years in advance, not at the time of the audit.

Above all, remember the duration. An undertaking given today binds you and those who receive the shares for at least eight years, through events nobody plans for — an offer to buy, a divorce, a death, a falling-out between heirs. It is a regime to be worked through with those scenarios on the table, not a form to be signed.

Apport-cession, holding companies, gift before sale

Three distinct mechanisms, often confused with one another.

The apport-cession under article 150-0 B ter of the General Tax Code — the contribution of shares to a holding company followed by their sale — defers taxation of the gain arising on the contribution of your shares to a holding company that you control. The deferral falls away if the holding company sells the shares contributed within three years of the contribution, unless at least 70% of the sale proceeds are reinvested in an eligible business activity within three years of the sale. That 70% rate is the one introduced by the Finance Act for 2026; it was lower before, and transactions in progress should be read again against it.

The donation avant cession — the gift made before the sale — rests on a simple principle: what is given away before being sold is no longer sold by you. Its limit is just as simple. The tax authorities may set aside, on the basis of article L. 64 of the French Tax Procedure Code, a gift that does not result in the donor being immediately and irrevocably divested — which is the case where the donor in fact recovers the sale price. Since article L. 64 A of the same code, applicable to transactions entered into from 1 January 2020, a structure whose purpose is principally tax-driven is enough to open the procedure: the test is no longer that the purpose be exclusive.

The holding company is not a tax mechanism in itself. It is the container that allows the previous two to work, and it is also what organises family governance once the handover has been made. Not to be confused with the sale of the fonds de commerce itself, which is a commercial law transaction and falls under corporate law.

The timetable: what has to be in place before signature

The law itself sets how far in advance things must be done, and that is the best reason to call us early.

Illustrative composite case — no real file is described here (professional secrecy). A 58-year-old owner holds the shares of his trading company directly. He is considering passing them to his two children in a few years' time, while keeping open the possibility of a sale to a third party. Three timing constraints apply to him, all of them legal, none of them negotiable: the collective retention undertaking must have run for two years before the transfer can produce its effect — unless the conditions for a deemed undertaking are met; the contribution to a holding company must precede the sale, not follow it; the gift must come first and must be real. A buyer turning up with an agreement to be signed within six weeks closes most of those doors.

That is why we prefer to open these files when nothing is pressing.

Here we follow the four steps we follow on every file, applied to tax and wealth.

1. We listen to your situation. A first conversation, at the office or by video call, to establish how you hold your assets, what you want to achieve and by when — the three facts on which everything else depends.
2. We build a strategy that fits. You receive a written note: the structures available, what each of them costs and commits you to over time, the timetable, and our recommendation. Nothing starts without your agreement.
3. We handle the file. The chosen structure is turned into documents — retention undertakings, articles of association, gifts, minutes, tax returns. Written by the people who designed the structure, which avoids the classic gap between the tax note and the legal deed.
4. We stay available. A relief regime lasts several years. We monitor the undertakings and we reopen the file whenever an event calls for it.

Our fees follow the three formats used by the firm, the detail of which is published on this site: the fixed fee per assignment, which suits a handover study or the setting up of a pacte Dutreil, where the scope can be defined before starting; the monthly retainer, for the long-term monitoring of undertakings and the recurring questions of a family group; the detailed fee agreement, for litigation or a tax audit.

The amount is stated and accepted before the work begins. On a wealth transaction that means one precise thing: you know the cost of the advice before you know what it will save you.

What a purely tax adviser cannot offer comes down to one sentence: here, the person who writes the structure also writes the documents that carry it.

• The background.Me Jérôme Pujol was admitted to the Bar in 2000. ESSEC master's degree, a spell with Gide Loyrette Nouel in Bucharest, partner of the firm.
• Tax law backed by business law.A handover requires articles of association, a shareholders' agreement, sometimes a holding company to be created. The tax structure and the corporate documents come out of the same file, which removes the back-and-forth between two advisers who do not read each other.
• Three offices.Paris, Perpignan and Barcelona — the last on registration on Liste E with the city's Bar.
• Openness about fees, practised publicly by the firm for years — which is rare in the profession, and which can be checked.
• One contact, from the first conversation to the signature of the documents.

On questions that call for particular technical depth — transfer pricing, international VAT, a heavy tax audit — the firm draws on a network of fellow lawyers holding the French specialist qualification in tax law, chosen according to the question asked. We say so before opening the file, never along the way: knowing where your own scope ends is part of the advice.

Tax law is national: where the office is does not change the rule that applies. It changes everything else — knowledge of the local business fabric, availability for the repeated meetings a handover calls for, and the ability to handle a file that crosses a border.

From our office in the 7th arrondissement, we act for company owners, groups and family offices on disposals and on reorganisations of how shares are held, often alongside an investment bank or an accountant already in place.

In Perpignan, the demand comes from the family-owned businesses of Roussillon and Occitanie — trading companies held within a family, business property, wine growing, trading houses — where the question asked is almost always that of passing to the next generation.

Our Catalan office handles French-Spanish situations: an owner resident on one side and a company on the other, a group established on both sides of the border, an estate spread across two countries. These files turn on the tax treaty between France and Spain, and the question of tax residence is settled there before anything else — not when the return is filed.