Tax lawyer in Paris

Because the tax on a transaction is fixed on the day it is concluded. The price of a sale, the form of a gift, the choice between direct ownership and a company determine the applicable regime, and most of these choices can no longer be corrected once the deed is signed. An error discovered three years later, during an audit, is then argued with only the documents of the time.

The taxpayer's protection rests first on the legislation and the published doctrine. Article L. 80 A of the Tax Procedure Code (livre des procédures fiscales) prevents the tax authority from increasing an assessment by adopting an interpretation different from the one it had formally accepted (Article L. 80 A). This guarantee operates only in the taxpayer's favour. The Court of Cassation has recalled that "the provisions of this text neither aim nor have the effect of conferring regulatory power on the tax authority or of allowing it to depart from the law, and they may be relied on only by a taxpayer who contests their assessment" (Cass. com., 7 May 2025, No. 23-23.850) (our translation), in favour of a development company.

The firm therefore examines the transaction before signature: nature of the assets, status of the parties, taxes due at each stage, and the documents that will later prove the conditions were met.

By a tax ruling request (rescrit). Where the tax authority has formally taken a position on the assessment of a factual situation in light of a tax provision, it can no longer increase the assessment by adopting a different assessment; when a taxpayer acting in good faith submits a written, precise and complete request, it rules within three months (Article L. 80 B, 1° of the Tax Procedure Code). That period runs from receipt of the complete request by the competent department or, if it was incomplete, from receipt of the additional information requested, and only an express reply binds the tax authority: its silence does not amount to agreement (BOI-SJ-RES-10-20-10, § 350).

The administrative doctrine describes this general ruling procedure and its admissibility conditions (BOI-SJ-RES-10-20-10). The quality of the request decides the value of the reply: the guarantee presupposes a precise, complete, accurate and sincere request, and the position taken binds the tax authority only if the real situation matches the presentation made to it.

A tax ruling is not always advisable. It exposes the transaction to the tax authority before it is carried out and applies only to the situation described. The firm helps decide whether to request one, drafts the request on the basis of the planned deeds and checks, after the reply, that the transaction as signed remains consistent with what was presented.

Transfers of company shares bear a registration duty whose rate varies with the nature of the securities and of the company; shares in property-rich companies follow a specific regime (Article 726 of the General Tax Code). The characterisation is therefore checked before the price and the allocation of duties between seller and buyer are fixed.

The court sticks to the letter of the text. To determine whether a company is property-rich, the Court of Cassation noted that "As this text refers only to buildings and real property rights, without covering buildings by destination" (Cass. com., 2 December 2020, No. 18-25.559) (our translation): the latter do not count in the calculation, and the tax authority's appeal to the Court of Cassation was dismissed.

The form of the company also matters on the exact day of the transfer. The Court of Cassation holds that "the registration duties applicable to a transfer of company shares are assessed according to the legal nature of those rights determined at the date of the event giving rise to registration duties, which is the date of transfer of ownership" (Cass. com., 18 December 2024, No. 23-21.435) (our translation), even if the company's earlier conversion had not yet been published. The firm checks the company's form at the date of the transfer, and the make-up of its assets at that date and during the preceding year, a period the text also covers (Article 726, I, 2°).

For registration duties, the tax authority may act until the end of the third year following that of registration, provided that the deed itself sufficiently reveals that the duties are due, without further investigation (Article L. 180 of the Tax Procedure Code). Failing that, it has the general period, which ends at the close of the sixth year following that of the chargeable event, where no shorter or longer period is provided for (Article L. 186).

The drafting of the deed therefore determines the length of the exposure. A deed that describes the assets, their value and the regime relied on precisely closes the period sooner than an elliptical one.

The registration date is itself a matter of debate. The Court of Cassation has held that, where the duties were paid on filing and the formality accepted by the public accountant, "the deed or the declaration subject to duties must be deemed registered on the date of filing, so as not to subject the taxpayer to a longer reassessment period for a reason not attributable to them" (Cass. com., 10 May 2024, No. 22-18.929) (our translation). For a gift filed on 31 December, this point decided the year in which the period began. The firm keeps proof of filing and payment.

Yes, except those made more than fifteen years ago. To assess the duties, the value of the earlier gifts made by the same donor to the same donees, heirs or legatees is added to the value of the assets transferred, and the allowances already used are deducted (Article 784 of the General Tax Code). Each child benefits, on the share received from each parent, from an allowance of €100,000 (Article 779), and the progressive scale then applies (Article 777).

The add-back concerns only people who have themselves received something. The Court of Cassation so held for grandchildren who succeed in place of a child who renounces: "the direct-line representatives of a renouncing heir, who are not donees, heirs or legatees of the deceased, must be taxed personally according to their family relationship with the deceased" (Cass. com., 8 July 2026, No. 25-13.219) (our translation), without the gifts received by their parent being set against them.

The timetable of gifts is therefore planned over fifteen years. The firm reconstructs the history of the deeds, calculates the available allowances and measures the effect of a renunciation before the family decides on it.

No, and the distinction turns on what the notary personally recorded. The Tax Procedure Code protects a debt recorded in a notarial deed: Article L. 20 provides that "any debt recorded in a notarial deed and not yet due on the day the succession opens may not be disregarded by the tax authority until it has obtained a court ruling that the debt had no real existence" (Cass. com., 12 March 2025, No. 23-21.706) (our translation).

That protection is narrow. In the same decision, concerning a quasi-usufruct agreement, the Court of Cassation held that a debt which the notary had merely recorded on the basis of the parties' statements "may be disregarded by the tax authority without first having to obtain a court ruling that the debt had no real existence" (Cass. com., 12 March 2025, No. 23-21.706) (our translation). The heiress's appeal to the Court of Cassation was dismissed: a ruling unfavourable to the taxpayer.

A debt of restitution, a family acknowledgement of debt or a current account must therefore rest on evidence independent of the deed: bank statements, sale deeds, source of funds. The firm checks these documents before the return is filed, while the heirs can still gather them.

The division of assets between co-owners or co-heirs is subject to a duty of 2.50%, reduced to 1.10% for a division following a divorce, a legal separation or the end of a civil partnership (Article 746 of the General Tax Code). The amount therefore depends directly on the liquidation that precedes the division.

Not every transaction that allocates an asset to an heir is a division. The Court of Cassation held that "the preferential withdrawal made by the surviving spouse, under Article 1515 of the Civil Code, does not constitute a division" (Cass. com., 5 November 2025, No. 23-19.780) (our translation): the division duty was not due, and the tax authority's appeal to the Court of Cassation was dismissed.

The drafting of the marriage contract and of the liquidation deed thus has direct tax effects. The firm can review these deeds with the notary, work out the duty due under the possible options and check that the characterisation adopted will stand up before the tax authority.

For registration duties, the value of the usufruct and of bare ownership is determined by a scale based on the age of the usufructuary: 50% each where the usufructuary is under 61, the usufruct being worth 40% under 71 and 30% under 81; a usufruct granted for a fixed term is worth 23% of full ownership for each ten-year period (Article 669 of the General Tax Code). Giving bare ownership thus reduces the taxable base, and the merger of the usufruct with bare ownership on the usufructuary's death or the expiry of the term gives rise to no tax (Article 1133).

A temporary usufruct follows its own rules for income tax. The Council of State (Conseil d'État) held that the contribution to a civil property company of the temporary usufruct of company shares, paid for with securities, constituted a taxable transfer for consideration in the income category of the dismembered asset, even though no cash had been received (CE, 30 March 2026, No. 502243): a ruling unfavourable to the taxpayers, whose appeal was dismissed.

The firm compares the split-ownership structures in light of each tax concerned, transfer duties, income tax and real estate wealth tax, before anything is signed.

Contributing shares to a company subject to corporate income tax that the contributor controls allows the capital gain to be placed under tax deferral. The deferral ends, in particular, when the contributed shares are sold or redeemed less than three years after the contribution, unless the proceeds are reinvested under the conditions set out in Article 150-0 B ter of the General Tax Code, which the administrative doctrine details (BOI-RPPM-PVBMI-30-10-60-20).

The conditions are assessed on the precise facts and at the date of the transaction. For a contribution made in 2016, the Council of State confirmed that the deferral was maintained where the recipient company, after redeeming the contributed shares, had reinvested more than 50% of the proceeds, the threshold then provided for by the text, in acquiring control of another company, and dismissed the minister's appeal (CE, 16 February 2024, No. 472835). For sales of contributed shares made from 21 February 2026, the administrative doctrine refers to reinvestment of at least 70% of the proceeds within three years (BOI-RPPM-PVBMI-30-10-60-20, §§ 47 and 70).

The structure remains exposed to the abuse-of-law rule where the deed is fictitious or where, seeking the benefit of a literal application of the texts against the objectives pursued by their authors, it could have been inspired by no motive other than tax (Article L. 64 of the Tax Procedure Code) or had as its principal motive the avoidance of tax (Article L. 64 A). A tax saving is therefore not enough, on its own, to establish abuse. The firm checks control of the holding company, the timetable, the nature of the reinvestment and the economic coherence of the whole before the contribution.

Real estate wealth tax applies to persons whose real estate assets exceed €1,300,000 (Article 964 of the General Tax Code). Buildings and the shares that represent them are exempt where they are used for their owner's main industrial, commercial, craft, agricultural or professional activity, under the conditions of Article 975.

Under the former wealth tax, the Court of Cassation held that, by refusing the relief on the ground of a double interposition of companies, the tax authority "added a condition not provided for in Article 885 O bis of the General Tax Code and in its own administrative doctrine" (Cass. com., 28 May 2026, No. 25-14.220) (our translation).

The characterisation of securities remains strict. Concerning bonds redeemable in shares, the Court of Cassation held that "Until their redemption, ORAs constitute, in their subscriber's assets, bonds having the nature of receivables" (Cass. com., 14 February 2024, No. 22-16.954) (our translation): they could not be business assets, a ruling unfavourable to the taxpayers. These decisions concern the former tax; the firm checks whether they carry over to the current text before relying on them.

Abuse of law within the meaning of Article L. 64 of the Tax Procedure Code carries a surcharge of 80%, reduced to 40% where it is not established that the taxpayer was the principal instigator of the acts in question or their principal beneficiary (Article 1729 of the General Tax Code). This specific surcharge does not apply to acts set aside under Article L. 64 A: any penalty then requires another basis, which the tax authority must justify. The dispute may be referred to the tax abuse-of-law committee (Article L. 64 of the Tax Procedure Code).

The amount of the penalty can be argued before the court. The Court of Cassation has held that a full-jurisdiction remedy must be available and that "The judge, when asked to do so, must verify that the tax penalty is proportionate to the taxpayer's conduct in the circumstances of the case" (Cass. com., 12 February 2025, No. 23-14.047) (our translation); the judgment that merely asserted proportionality was quashed on that point.

The defence therefore operates on two levels: the reality of the non-tax reasons for the transaction, then, in the alternative, the part played by each person and the proportionality of the penalty. The firm gathers the documents that establish the wealth-planning, family or economic objectives pursued at the time of the deed.

The notice must be reasoned in a way that enables the taxpayer to submit observations or to accept it; if the tax authority rejects those observations, its reply must also be reasoned (Article L. 57 of the Tax Procedure Code). The time limit for replying is extended by thirty days at the taxpayer's request received before it expires, under the same article.

Who replies matters as much as what is said. The Court of Cassation holds that while a notary may submit a claim without express authority, "he must show such authority in order to reject or accept a notice of reassessment" (Cass. com., 8 July 2026, No. 25-11.097) (our translation): the tax authority did not have to reply to the observations of a notary without express authority, and the relief obtained on appeal was quashed, a ruling unfavourable to the heiress.

The tax authority also has some latitude during proceedings. Since 2025, the Court of Cassation has allowed it to rely on a new ground, and "the judge may, after adversarial argument, accept this new ground provided that the substitution proposed by the tax authority does not deprive the taxpayer of the procedural guarantees provided by law" (Cass. com., 8 October 2025, No. 24-16.995) (our translation), a ruling unfavourable to taxpayers on this point, the judgment being otherwise partly quashed on other grounds. The firm therefore prepares the reply as if the case were going to be judged.

The pages of the firm's tax practice each deal with one type of transaction. The purchase, construction or resale of a building falls under real estate tax and, for sales subject to value added tax, real estate VAT. A family transfer falls under inheritance tax and, for a business, the Dutreil pact.

Companies will find corporate income tax, tax consolidation and restructurings on the business taxation page. An investor based abroad who holds property in France should consult the international tax page.

Finally, two pages concern situations that are already under way: tax regularisation, to correct a return before an audit, and tax litigation, to contest an assessment before the tax authority and then the court. Where a transaction touches on several of these areas, the firm examines them together.