I.-For tax calculation purposes, taxable profit is rounded to the nearest euro. The fraction of a euro equal to 0.50 is counted as 1.
The standard rate of tax is set at 25%.
However:
a. The net amount of long-term capital gains is subject to separate taxation at the rate of 15%.
The net profit determined pursuant to Article 238 is subtracted from the profit subject to the normal rate and is subject to separate taxation at the rate of 10%. However, this net profit is not taxable when it is used to offset the operating loss for the year. The deficit thus charged may no longer be carried forward to the profits of subsequent financial years.
For financial years commencing on or after 31 December 2007, the net amount of long-term capital gains relating to the securities of listed companies with a preponderance of real estate assets as defined in a sexies-0 bis is taxed at the rate provided for in IV.
The net amount of long-term capital gains from the disposal of:
1° Securities in companies whose assets, on the date of disposal, comprise more than 50% of their real value in the form of an authorisation to use radioelectric resources for the broadcasting of any digital terrestrial television service issued by the Autorité de régulation de la communication audiovisuelle et numérique under the conditions provided for in article 30-1 of law no. 86-1067 of 30 September 1986 on freedom of communication ;
2° Securities of companies controlling a company defined in 1° of this a and whose assets are, on the date of the disposal, made up for more than 50% of their real value by securities of a company mentioned in the same 1°.
The fourth to sixth paragraphs of this a apply to the first transfer of securities following the issue of the authorisation mentioned in 1° resulting in a change in direct or indirect control, within the meaning of article L. 233-3 of the French Commercial Code, of the company holding the authorisation. When this first disposal is placed under the regime provided for in Articles 210 A and 210 B of this code, the capital gain realised on the subsequent disposal of the securities received as consideration for the contribution of the securities mentioned in 1° and 2° of this a is taxed at the rate provided for in IV, up to the amount of the capital gain on the contribution of the latter securities.
Provisions for depreciation relating to the securities referred to in 1° and 2° of this a are subject to the regime applicable to these same securities.
Any excess long-term capital losses may only be offset against long-term capital gains taxable at the rates referred to in this a and realised over the following ten financial years.
a bis. Long-term capital losses existing at the start of the first of the financial years beginning on or after 1 January 1994 are offset against long-term capital gains taxed at the rate of 19%. Excess long-term capital losses incurred during a financial year beginning on or after 1 January 1994 may be deducted from the profits of the financial year in which the company is wound up at the rate of 19/33.33 of its amount.
Long-term capital losses existing at the beginning of the first of the financial years beginning on or after 1 January 2005 are deducted from long-term capital gains taxed at the rate of 15%. Excess long-term capital losses incurred during a financial year commencing on or after 1 January 2005 and relating to items other than equity interests defined in the third paragraph of a quinquies may be deducted from the profits of the financial year in which a company is wound up within the limit of the ratio existing between the long-term capital gains tax rate applicable to the financial year in which the capital losses were realised and the normal rate provided for in the second paragraph of this I applicable to the financial year in which the company is wound up;
a ter. The long-term capital gains and capital losses regime ceases to apply to the result of the disposal of portfolio securities carried out during a financial year commencing on or after 1 January 1994, with the exception of units or shares in companies having the nature of equity securities and units in venture capital mutual funds, professional investment capital funds or venture capital companies which meet the conditions provided for in II or IIIa of article 163 quinquies B or to l’article 1er-1 de la loi n° 85-695 du 11 juillet 1985 portant diverses dispositions d’ordre économique et financier et qui sont détenues par l’entreprise depuis au moins cinq ans.
For financial years commencing on or after the same date, the long-term capital gains or losses regime also ceases to apply in respect of the securities of companies whose assets consist mainly of securities excluded from this regime or whose business consists predominantly of the management of the same securities on their own account, with the exception of capital losses relating to the securities of these companies up to the amount of the income from these securities which gave entitlement to the application of the regime provided for in articles 145 and 216 during the financial year in respect of which these capital losses were recorded and the five previous financial years. Nor does it apply to securities issued by real estate collective investment undertakings, professional real estate collective investment undertakings or by undertakings governed by foreign law with an equivalent purpose mentioned in 5° of I of article L. 214-36 of the Monetary and Financial Code.
For the purposes of the first and second paragraphs, units or shares in companies that are treated as such for accounting purposes constitute equity securities. The same applies to shares acquired in execution of a public takeover bid or public exchange offer by the company initiating the offer as well as securities qualifying for the parent company regime or, where their cost price is at least equal to €22,800,000, which meet the conditions qualifying for this regime other than holding at least 5% of the capital of the issuing company, if these shares or securities are entered in the accounts in the equity securities account or in a special subdivision of another balance sheet account corresponding to their accounting classification.
Provisions for depreciation relating to securities excluded from the capital gains or losses regime pursuant to the first and second paragraphs cease to be subject to this same regime, with the exception of provisions for depreciation of the company securities mentioned in the first sentence of the second paragraph up to the amount of income from these securities which gave entitlement to the application of the regime provided for in articles 145 and 216 during the financial year in respect of which the provisions were booked and the five previous financial years.
When the company transfers securities from the equity securities account to another balance sheet account, the capital gain or loss, equal to the difference between their actual value on the date of transfer and the value they had for tax purposes, is not taken into account when calculating profit or net long-term capital gain or loss for the financial year in which the transfer takes place; it is included in the taxable income for the year in which the securities in question are sold and is subject to the tax treatment that would have applied to it at the time the securities were transferred. The taxable income from the sale of the transferred securities is calculated by reference to their actual value on the date of the transfer. The period referred to in Article 39 duodecies is assessed on that date.
These rules apply when the company transfers securities from a balance sheet account to the equity securities account or makes transfers between one of the balance sheet accounts and one of the special subdivisions mentioned in the third paragraph, provided that the first term of the difference referred to in the fifth paragraph refers, for listed securities, to the average price for the last thirty days prior to that of the transfer and, for unlisted securities, to their probable trading value and without prejudice to the application of the provisions of Article 38 bis A.
The provisions of the fifth and sixth paragraphs do not apply to transfers between the equity securities account and the special subdivisions mentioned in the third paragraph.
Securities entered in the equity securities account or in one of the special subdivisions mentioned in the third paragraph which cease to meet the conditions mentioned in that same paragraph must be transferred out of that account or subdivision on the date on which those conditions are no longer met. In the absence of such a transfer, the securities maintained in this account or subdivision are deemed to be transferred for the application of the fifth, sixth and tenth paragraphs; the provisions set out in the twelfth paragraph in the event of omission apply.
When they are used for a purpose other than that for which they were set aside or if they become irrelevant during a financial year ending after the date of transfer of the securities, the provisions for depreciation set aside prior to this date in respect of these securities are added back to the long-term capital gains or to the taxable income at the rate provided for in the second paragraph of I, depending on whether they relate to securities which, prior to their transfer, did or did not constitute participating interests; the provisions added back are then deducted in priority from the oldest allocations.
Provisions for depreciation made after the transfer in respect of the transferred securities referred to in the fifth and sixth paragraphs are determined by reference to the value of the securities concerned on the date of the transfer.
Companies that apply the provisions of the fifth and sixth paragraphs must, for the securities transferred, attach to the income tax return for the financial year of the transfer and subsequent financial years a statement in accordance with the model provided by the administration showing, for each category of securities of the same kind, the date of transfer, the number and value of the securities transferred, the amount of the capital gain or loss and the tax regime applicable to it, at that date, the amount of provisions set aside before or after the transfer and the amount of these provisions that has been applied to taxable income.
Failure to produce the statement referred to in the eleventh paragraph or omission of the values or provisions that must be entered therein will result in immediate taxation of the capital gains and provisions omitted; capital losses may only be deducted from the taxable income for the financial year during which the securities in question are transferred;
a quater. For financial years commencing on or after 1 January 1997, the long-term capital gains and losses regime ceases to apply to the capital gain or loss arising on the disposal of assets, with the exception of the units or shares referred to in the first and third paragraphs of a ter.
Long-term capital losses relating to assets now excluded from the long-term capital gains and losses regime pursuant to the first paragraph, and remaining to be carried forward at the start of the first financial year commencing on or after 1 January 1997, may, after offsetting against capital gains and net income from the granting of operating licences continuing to benefit from this regime, be set off against taxable profits at the rate of 19/33.33 of their amount. This deduction is only possible up to the limit of the net gains from the sale of assets excluded from the long-term capital gains and losses regime pursuant to the first paragraph;
a quinquies. For financial years commencing on or after 1 January 2006, the net amount of long-term capital gains relating to equity investments is subject to separate taxation at a rate of 8%. This rate is set at 0% for financial years commencing on or after 1 January 2007.
A share of costs and expenses equal to 12% of the gross amount of capital gains on disposals is taken into account in determining taxable income.
The equity securities referred to in the first paragraph are equity securities of this nature for accounting purposes, shares acquired in execution of a takeover bid or public exchange offer by the company initiating the offer and securities qualifying for the parent company regime provided that they hold at least 5% of the voting rights in the issuing company, if these shares or securities are entered in the accounts in the equity securities account or in a special subdivision of another balance sheet account corresponding to their accounting classification, with the exception of securities in companies with a preponderance of real estate assets as defined in the third paragraph of a.
The fraction of long-term capital losses existing at the start of the first of the financial years starting on or after 1 January 2006 relating to items excluded from the benefit of the rates defined in the first paragraph remains deductible from the long-term capital gains taxed at the rate referred to in a, subject to justification of the disposal(s) of these items. It is increased, where applicable, by the provisions set aside in respect of these same items and not reintegrated at that date, up to the limit of the long-term capital losses that can be carried forward at the start of the first of the financial years commencing on or after 1 January 2006.
The fraction of long-term capital losses existing at the start of the first of the financial years opened as from 1 January 2006, which may not be deducted by virtue of the provisions of the fourth paragraph, may be deducted from the long-term capital gains relating to the equity securities defined in the third paragraph which are taxable in respect of the financial years opened in 2006 only. The balance of this fraction and any excess long-term capital losses relating to the equity securities defined in the third paragraph recorded in respect of financial years commencing on or after 1 January 2006 may no longer be deducted or carried forward from financial years commencing on or after 1 January 2007.
a sexies-0) For financial years ending on or after 31 December 2006, the long-term capital gains and losses regime ceases to apply to the capital gain or loss arising on the disposal of securities, other than those mentioned in the third paragraph of a quinquies, the cost price of which is at least equal to €22,800,000 and which satisfy the conditions giving entitlement to the parent company regime other than holding at least 5% of the capital of the issuing company.
Provisions for depreciation relating to securities excluded from the long-term capital gains or losses regime pursuant to the first paragraph cease to be subject to this same regime.
Long-term capital losses relating to these securities excluded from the system of long-term capital gains and losses pursuant to the first paragraph, and remaining to be carried forward at the start of the first financial year ending on or after 31 December 2006, may, after offsetting against long-term capital gains and income taxable at the rate referred to in a, be deducted at the rate of 15/33.33 of their amount from taxable profits, within the limit of the net gains realised from the disposal of securities of the same nature.
a sexies-0 bis) The long-term capital gains and losses regime ceases to apply to capital gains and losses arising on disposals of securities in unlisted property companies carried out on or after 26 September 2007. Preponderantly real estate companies are companies whose assets, on the date of the sale of these securities or at the end of the last financial year prior to this sale, comprise more than 50% of their real value in the form of real estate, rights over real estate, rights relating to a leasing contract entered into under the conditions provided for in article 2 of the L. 313-7 of the Monetary and Financial Code or by securities in other companies with a preponderance of real estate assets. For the application of these provisions, the real estate or rights mentioned in the previous sentence are not taken into consideration when these assets or rights are allocated by the company to its own industrial, commercial or agricultural operations or to the exercise of a non-commercial profession.
Provisions for depreciation relating to securities excluded from the long-term capital gains and losses regime pursuant to the first paragraph cease to be subject to this same regime.
Long-term capital losses relating to securities excluded from the long-term capital gains and losses regime in application of the first paragraph, remaining to be carried forward at the start of the first financial year ending on or after 26 September 2007 or realised during the same financial year, may, after offsetting against long-term capital gains and income taxable at the rate referred to in a, be deducted at the rate of 15/33, 33rd of their amount from taxable profits, within the limit of the net gains realised from the disposal of securities of the same nature.
a sexies-0 ter)-For financial years commencing on or after 1 January 2011, the long-term capital gains and losses regime ceases to apply to capital gains and losses arising on the disposal of securities in companies established in a non-cooperative State or territory within the meaning of article 238-0 A other than those mentioned in 2° of 2 bis of the same article 238-0 A, unless the company holding the securities provides proof that the operations of the company established outside France in which the shareholding is taken correspond to actual operations which have neither the purpose nor the effect of allowing, for the purpose of tax evasion, the localisation of profits in such a State or territory.
Capital losses relating to securities excluded from the long-term capital gains and losses regime pursuant to the first paragraph may be set off exclusively against capital gains excluded from the long-term capital gains and losses regime pursuant to the same paragraph.
a sexies. 1. For financial years commencing on or after 1 January 2006, sums distributed by a fonds commun de placement à risques or by a fonds professionnel de capital investissement and distributions from venture capital companies subject to the long-term capital gains tax regime pursuant to 2° of 5 of article 38 or 5 of l’article 39 terdecies are subject to tax at the rate of 8% for the fraction of the sums or distributions relating to disposals of company shares or units, with the exception of shares in preponderantly real estate companies mentioned in a sexies-0 bis and shares in companies mentioned in a sexies-0 ter, held for at least two years and if the fund or company has held at least 5% of the capital of the issuing company for at least two years. The 8% rate is set at 0% for financial years beginning on or after 1 January 2007.
For the purposes of assessing the 5% threshold provided for in the first paragraph, securities held by other venture capital funds, professional investment funds or venture capital companies that have acted in concert with the fund or company concerned under a contract entered into with a view to acquiring these securities are also taken into account.
When the shares or units sold have been received as part of an exchange, conversion or redemption of a security giving access to the company’s capital, the two-year holding period for the shares is counted from the acquisition of the security giving access to the company’s capital.
2. For financial years commencing on or after 1 January 2006, capital gains realised on the sale of units in venture capital funds, units in professional investment funds or shares in venture capital companies mentioned in the first paragraph of a ter is subject to the rate of 8% up to the ratio existing on the date of disposal between the value of the shares or units in companies mentioned in the first paragraph of 1 entered in the assets of the fund or company increased by sums pending distribution for less than six months representing the disposal of shares or units in companies mentioned in the first paragraph of 1 and the value of the total assets of this fund or company. This rate is set at 0% for financial years beginning on or after 1 January 2007.
a septies) Where there is a relationship of dependency between the transferor company and the transferee company within the meaning of 12 of Article 39, the deduction of capital losses on the sale of equity securities defined in the seventeenth paragraph of 5° of 1 of Article 39, other than those mentioned in a sexies-0 bis of this I, and held for less than two years, occurs on the earliest of the following dates:
1°) The date on which the transferring company ceases to be subject to corporation tax or is absorbed by a company which, following the absorption, is not related to the company holding the securities transferred ;
2°) The date on which the securities transferred cease to be held by a company affiliated to the transferring company, with the exception of the case where the company whose securities have been transferred has been absorbed by another affiliated company or which becomes affiliated on this occasion and for the entire period during which it remains affiliated;
3°) The date corresponding to the expiry of a period of two years, counted from the day on which the transferring company acquired the securities.
Taxation is established in the name of the transferring company or, in the event of an absorption under conditions other than those mentioned in 1°, the absorbing company, according to the capital loss regime that would have been applicable if the company had sold the securities on this date and, where applicable, had held them since the date of acquisition by the absorbed company.
The company attaches to its income tax return for each financial year concerned a statement in accordance with the model provided by the administration, showing the information required to calculate the capital losses and that relating to the identification of the company that holds the securities, explaining the links of dependency that unite them.
b. By way of exception to the second paragraph of this I and the first paragraph of a, for taxpayers whose turnover does not exceed €10 million during the financial year or the tax period, reduced if necessary to twelve months, the rate of tax applicable to taxable profits is set, within the limit of €42,500 of taxable profits per twelve-month period, at 25% for financial years opened in 2001 and at 15% for financial years opened from 1st January 2002.
For the parent company of a group mentioned in Article 223 A or in Article 223 A bis, turnover is assessed by adding together the turnover of each of the companies that are members of this group. The capital of the companies referred to in the first paragraph of this b must be fully paid up and at least 75% of it must be held continuously by individuals or by a company meeting the same conditions, at least 75% of whose capital is held by individuals. For the purposes of determining this percentage, the holdings of venture capital companies, venture capital mutual funds, 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, professional private equity funds, regional development companies and financial innovation companies are not taken into account provided that there is no arm’s length relationship within the meaning of Article 39(12) between the company in question and the latter companies or funds.
c. (Repealed);
d. to e. (provisions no longer applicable);
f. The companies referred to in 1 to 3 of Article 206, subject to corporation tax under the conditions of ordinary law, other than variable capital companies and those referred to in l’article 238 bis HE, may benefit, for a series comprising a profitable financial year and the first two profitable financial years following it, from the rate set out in a bis, up to the fraction of their accounting profits that they incorporate into their capital during the financial year following that in which they are realised. This fraction must represent, for each of the three financial years and within the limit of the tax result, a maximum of one quarter of the accounting result without exceeding the sum of €30,000. The option may no longer be exercised for the taxation of results for financial years beginning on or after 1 January 2001. When, on that date, the series of three profitable financial years is in progress, the tax rate provided for by the scheme does not apply to the results of the remaining financial years, except, at the company’s option, for financial years opened in 2001. In the latter case, the 25% rate provided for in b applies to the portion of taxable income between the portion of income taxable in accordance with the terms and conditions provided for in this paragraph and €42,500, where the conditions provided for in b are met.
The provisions of the first paragraph apply if the following conditions are met:
1° The company has generated sales of less than €7,630,000 and is not the parent company of a group referred to in article 223 A or article 223 A bis, during the first of the financial years for which the benefit of the reduced rate is requested;
2° The capital of the company, fully paid up, is held continuously, for at least 75% by natural persons or by a company meeting the conditions referred to in 1°, the capital of which is held, for at least 75%, by natural persons. For the purposes of determining this percentage, the holdings of venture capital companies, venture capital mutual funds, specialised professional funds covered by article L. 214-37 of the Monetary and Financial Code as it stood prior to Order no. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional private equity funds, regional development companies and financial innovation companies are not taken into account provided that there is no arm’s length relationship within the meaning of Article 39(12) between the company in question and the latter companies or funds.
Where the company has not drawn up a balance sheet during a financial year, the profit provisionally taxed pursuant to the second paragraph of article 37 may not be subject to the reduced rate; where it has drawn up several successive balance sheets during the same year, as provided for in the third paragraph of that article, only the fraction of the profit from the last financial year closed during that year is subject to the provisions of this f.
If one of the three capitalisations referred to in the first paragraph is not made, the company shall pay, within three months of the end of the financial year during which it should have made such capitalisation, tax at the normal rate on the fraction of the profits of the financial year(s) which was subject to the reduced rate, less the tax paid in that respect, plus the late payment interest referred to in Article 1727. The same applies in the event of a reduction in capital not due to losses or the occurrence of one of the events mentioned in 2 to 3 of article 221, before the end of the third year following the year in which the last of the capital contributions entitling the company to the reduced rate took place; in the event of a reduction in capital, the amount of the write-back is, where applicable, limited to the amount of the reduction. However, if the company is absorbed as part of a transaction subject to Article 210 A, the sums that have been incorporated into its capital are not carried forward to its results for the financial year during which this transaction takes place if the absorbing company does not carry out any capital reduction not motivated by losses before the expiry of the aforementioned period.
The provisions of this f are also applicable under the same conditions and penalties when the companies referred to in the first paragraph transfer to a special reserve the portion of the profit referred to in the second sentence of that paragraph.
This reserve must be capitalised no later than during the financial year following the third financial year which benefited from the provisions of the first paragraph of this f. In the event of a withdrawal from this reserve or failure to capitalise within this period, the provisions of the sixth paragraph of this f are applicable. Where capital contributions relating to the taxation of profits from financial years opened before 1 January 2001 have been deferred, they must be made at the latest at the close of the second financial year opened from this date.
The conditions for the application of this f as well as the resulting reporting obligations are set by decree.
II.-The capital gains referred to in I of Article 238 octies are subject to tax at the rate of 15% when the company has not requested to benefit from the exemption subject to reinvestment provided for in said article. The application of this provision is, however, subject to the twofold condition that:
a. The transactions generating the capital gains are of an incidental or occasional nature for the company concerned;
b. A building permit for the buildings sold was issued before 1 January 1966.
III.-The provisions of II are extended, subject to the same conditions, to profits made on the sale of buildings for which planning permission was issued between 1 January 1966 and 1 January 1972 or for which the building declaration referred to in article L. 430-3 of the town planning code.
However, with regard to these profits:
a. The reduced rate of corporation tax is set at 25%;
b. The application of this reduced rate is subject to the condition that the corresponding construction operations are of an ancillary nature for the company concerned.
IV.-The tax rate is set at 19% for capital gains taxable pursuant to article 221, paragraph 2 of article 223 F, paragraph 3 of article 208 C, and article 208 C ter, relating to buildings, rights relating to a leasing contract, rights relating to a building whose enjoyment has been granted on a temporary basis by the State, a local authority or one of their public establishments and shares in the bodies mentioned in the fifth paragraph of II of Article 208 C included in the assets of companies that have opted for the regime provided for in II of that same article.
This rate also applies to capital gains taxable under 2 of article 221 relating to the assets mentioned in 1° to 5° of I of article L. 214-36 of the Monetary and Financial Code in the event of the conversion of a company subject to corporation tax into a société de placement à prépondérance immobilière à capital variable or a société professionnelle de placement à prépondérance immobilière à capital variable mentioned in 3° nonies of Article 208.