I. – 1. Subject to the provisions specific to industrial and commercial profits, non-commercial profits and agricultural profits and to Articles 150 UB and 150 UC, net gains from disposals for consideration, made directly, through an intermediary or via a trust, of transferable securities, corporate rights, securities mentioned in 1° of article 118 and to 6° and 7° of l’article 120, rights relating to these values, rights or securities or securities representing the same values, rights or securities, are subject to income tax.
2. The price supplement received by the transferor in execution of the clause in the contract for the transfer of securities or corporate rights whereby the transferee undertakes to pay the transferor a price supplement determined exclusively on the basis of indexation in direct relation to the business of the company whose securities are the subject of the contract, is taxable in respect of the year in which it is received.
The gain derived from the sale or contribution of a receivable that originates in a contractual earn-out clause referred to in the first paragraph is taxed under the same conditions in respect of the year of the sale or contribution.
3. (Repealed).
4. Amounts or securities allocated as consideration for securities for which the option to deduct losses has been exercised under the conditions of the second paragraph of 12 of article 150-0 D are taxable in respect of the year in which they are received, up to the amount of the loss deducted or carried forward.
5. The fraction having the character of a net gain of the sums paid by the Caisse des dépôts et consignations pursuant to the sixth paragraph of I of article L. 312-20 of the Monetary and Financial Code is subject to income tax determined in accordance with the taxation rules in force in the year of such payment. The taxable amount of the net gain is determined under the terms and conditions applicable on the date of the liquidation of the securities carried out in application of the same sixth paragraph.
I bis (Repealed).
II. – The provisions of I are applicable:
1. (Repealed);
2. To the net gain realised since the opening of a share savings plan defined in Article 163 quinquies D in the event of withdrawal of securities or cash or redemption before the expiry of the fifth year under the same conditions. When this withdrawal or redemption does not result in the closure of the plan, the net taxable gain is determined in accordance with the procedures defined in b of 5° of II of article L. 136-7 of the Social Security Code. The provision of the first sentence of this 2 does not apply to sums or values withdrawn or redeemed, when they are allocated, within three months of the withdrawal or redemption, to financing the creation or takeover of a business for which the holder of the plan, his/her spouse, his/her ascendant or descendant personally runs or manages the business and when these sums or securities are used to subscribe in cash to the initial capital of a company, to purchase an existing business or when they are paid into the account of the operator of a sole proprietorship set up less than three months previously on the date of payment ;
2 bis. To the net gain realised since the opening of a share savings plan defined in article 163 quinquies D in the event of closure after the expiry of the fifth year when on the date of this event the net asset value of the plan or surrender of the capitalisation contract is less than the amount of the payments made into the plan since it was opened, excluding those relating to withdrawals or redemptions that have not led to the closure of the plan, and provided that, on the date of closure, the securities in the plan have been sold in full or the capitalisation contract has been redeemed in full ;
2 ter. To the net gain determined under the conditions set out in article 150-0 B quinquies upon the withdrawal of securities or cash or the closure of an account defined in article L. 221-32-4 of the Monetary and Financial Code;
3. To the net gain withdrawn from disposals of shares in unlisted real estate companies for commerce and industry;
4. To the net gain withdrawn from redemptions of shares in open-ended investment companies and to the net gain resulting from redemptions of units in mutual funds defined in 2 of III or from the dissolution of such funds or companies;
4 bis. To the net gain withdrawn from redemptions of shares in open-ended real estate investment companies mentioned in 3° nonies of l’article 208 ;
4 ter. By way of derogation from the provisions of article 239 nonies, to securities transferred as part of their management by real estate investment funds governed by articles L. 214-33 et seq of the Monetary and Financial Code, where an individual acting directly, through an intermediary or via a trust owns more than 10% of the fund’s units.
5. To the net gain realised on disposals of units in debt securitisation funds with a term to issue of more than five years.
6. To the net gain withdrawn by the beneficiary on a redemption by an issuing company of its own securities and defined in 8 ter of article 150-0 D;
7. Subject to the application of Article 163 quinquies B and 8, in the event of the distribution of a fraction of the assets of a venture capital mutual fund, a specialised professional fund covered by Article L. 214-37 of the Monetary and Financial Code, as it read prior to Order no. 2013-676 of 25 July 2013 amending the legal framework for asset management, a professional private equity fund or an entity of the same nature formed on the basis of foreign law, to the amount by which the sums or values distributed exceed the amount of the contributions, or the acquisition price of the units if different from the amount of the contributions;
7 bis. Subject to the application of article 163 quinquies B, 8 of this II and 2 of III, in the event of the distribution of capital gains by an undertaking for collective investment in transferable securities or by a collective investment covered by articles L. 214-24-24 to L. 214-32-1, L. 214-139 to L. 214-147 and L. 214-152 to L. 214-166 of the Monetary and Financial Code, or by an entity of the same nature formed on the basis of foreign law;
8. To net gains realised, directly, through an intermediary or via a trust, by employees or by managers subject to the employee tax regime, of venture capital companies, management companies of such funds or venture capital companies, or companies that provide services related to the management of the aforementioned funds or venture capital companies, on the sale or redemption of units in venture capital mutual funds or specialised professional funds covered by Article L. 214-37 of the Monetary and Financial Code as it read prior to Order no. 2013-676 of 25 July 2013 amending the legal framework for asset management or professional private equity funds or shares in venture capital companies giving rise to different rights to the net assets or income of the fund or company and allocated according to the status of the person, subject to compliance with the following conditions:
1° The units or shares sold have been subscribed or acquired for a price corresponding to the value of the units or shares;
2° All the units of the same venture capital mutual fund or the same specialised professional fund covered by Article L. 214-37 of the Monetary and Financial Code as it read prior to Order no. 2013-676 of 25 July 2013 amending the legal framework for asset management or of the same professional private equity fund or shares in the same venture capital company giving rise to different rights to the net assets or income of the fund or company and allocated on the basis of the person’s status satisfy the following conditions:
a) They constitute one and the same category of units or shares;
b) They represent:
-at least 1% of the total amount of subscriptions in the fund or company for its fraction less than or equal to one billion euros;
and at least 0.5% of the fraction of the total amount of subscriptions in the fund or company that exceeds one billion euros.
By way of derogation, a different percentage may be set by decree for certain categories of funds or companies, after obtaining the opinion of the Autorité des marchés financiers;
c) The sums or securities to which these units or shares give entitlement are paid at least five years after the date on which the fund is set up or the shares are issued and, for units in venture capital mutual funds or specialised professional funds covered by Article L. 214-37 of the Monetary and Financial Code as it read prior to Ordinance No. 2013-676 of 25 July 2013 amending the legal framework for asset management or professional private equity funds, after the repayment of the contributions of the other unitholders;
3° The transferor receives normal remuneration under the employment contract or corporate office that enabled him to subscribe for or acquire these units or shares.
These provisions also apply under the same conditions:
1° To the distributions referred to in 7 and 7 bis received by the persons referred to in the first paragraph of this 8 and relating to units in venture capital mutual funds or specialised professional funds covered by article L. 214-37 of the Monetary and Financial Code as it read prior to Order 2013-676 of 25 July 2013 amending the legal framework for asset management or professional private equity funds giving rise to different rights to the net assets or income of the fund and allocated according to the status of the person ;
2° To the net gains referred to in the first paragraph of this 8 realised by employees or managers subject to the employee tax regime of an entity, incorporated in a Member State of the European Union or in another State party to the Agreement on the European Economic Area which has concluded an administrative assistance agreement with France to combat tax fraud and evasion and whose main purpose is to invest in companies whose securities are not admitted to trading on a French or foreign financial instruments market, or of a company that provides services related to the management of this entity, where the securities sold or bought back are rights representing a financial investment in this entity giving rise to different rights to the net assets or income of the entity and are allocated according to the status of the person, as well as to distributions, representing capital gains made by the entity, received by these same employees or managers as remuneration for these rights.
9. To net realised gains and distributions received, directly or through an interposed person or entity, in respect of units or shares issued by an entity whose main purpose is to invest in companies whose securities are not admitted to trading on a financial instruments market, or rights representing a financial investment in this entity which give rise to different rights to the net assets or income of the entity and allocated according to the status of the person, subject to compliance with all of the following conditions:
1° The beneficiary establishes his or her tax domicile in France, within the meaning of Article 4 B, between 11 July 2018 and 31 December 2022 and has not been domiciled in France for tax purposes during the three calendar years prior to such establishment;
2° The beneficiary is an employee, service provider, partner or manager of the investment entity referred to in the first paragraph of this 9 or of a company providing services related to the management of this entity and receives normal remuneration from it under his or her employment contract, service provision contract, partnership contract or corporate office ;
3° The units, shares or rights referred to in the first paragraph of this 9 were subscribed, obtained or acquired on a date when the beneficiary was domiciled for tax purposes outside France or in accordance with the terms and conditions laid down by the regulations or the articles of association of the investment entity prior to the establishment in France of the beneficiary’s tax domicile. These units, shares or rights have not been fully subscribed, obtained or acquired free of charge;
4° The investment entity referred to in the first paragraph of this 9 is incorporated outside France in a State party to the Agreement on the European Economic Area or in a State or territory that has concluded an administrative assistance agreement with France to combat tax fraud and tax evasion.
The provisions of this 9 may not give rise to the application of II of Article 155 B.
III. – The provisions of I do not apply:
1. To sales and redemptions of units in venture capital mutual funds or professional investment capital funds mentioned in article 163 quinquies B, carried out by unit holders, fulfilling the conditions set out in I and II or I and III bis of the aforementioned article, after the expiry of the period mentioned in I of the same article. This provision does not apply if, on the date of the sale or redemption, the fund has ceased to meet the conditions listed in II or III bis of article 163 quinquies B;
The provisions of the first paragraph do not apply to units in venture capital mutual funds or professional investment capital funds giving rise to different rights to the net assets or income of the fund and allocated according to the status of the person.
1 bis. To sales of shares in venture capital companies mentioned in 2 of II of Article 163 quinquies C subscribed or acquired as from 1 January 2001, made by shareholders fulfilling the conditions set out in 2 of II of the aforementioned article, after the expiry of the five-year period mentioned in 2° of 2 of the same II. This provision is not applicable if, on the date of the transfer, the company has ceased to meet the conditions listed in Article 1-1 of la loi n° 85-695 du 11 juillet 1985 ;
The provisions of the first paragraph do not apply to shares in venture capital companies giving rise to different rights to the net assets or proceeds of the fund and allocated according to the status of the person.
2. To securities sold as part of their management by mutual funds provided that no natural person acting directly, through an intermediary or through a trust owns more than 10% of the fund’s units. This condition does not apply to the funds mentioned in 3.
3. To securities sold as part of their management by mutual funds set up under legislation on employee profit-sharing and company savings plans, as well as to redemptions of units in such funds;
4. On the sale of securities acquired under the legislation on employee profit-sharing and employee shareholding, provided that these securities are in registered form and bear the original indication;
4 bis On the sale of securities held in a retirement savings plan mentioned in article L. 224-1 of the Monetary and Financial Code or in a French sub-account of the pan-European individual retirement savings product mentioned in article L. 225-1 of the same code;
5. (Repealed);
6. To profits made in the context of deferred investments by taxpayers who make such investments;
7. To the fraction of capital gains due under the conditions provided for in articles L. 23-11-1 to L. 23-11-4 of the Commercial Code.
IV. – I does not apply to divisions relating to transferable securities, corporate rights and similar securities, which are part of a succession or a marital community and which take place solely between the original members of the joint ownership, their spouse, ascendants, descendants or universal beneficiaries of one or more of them. The same applies to shares of undivided property resulting from a shared gift and shares of undivided property acquired by partners who have entered into a civil solidarity pact or by spouses, before or during the pact or marriage. These divisions are not considered to transfer ownership to the extent of any balancing payments or capital gains.
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