Dutreil pact lawyer Paris: keep the commitments, defend the exemption.

The work begins before the transfer and continues until the end of the last commitment. Before the deed, the lawyer checks that the company carries on an eligible activity, that the collective commitment reaches the thresholds and that it was registered on a date compatible with the planned transfer. The lawyer also checks the shareholding structure, the voting clauses in the event of dismemberment of ownership and the person who will perform the management role.

During the commitments, the lawyer examines each transaction likely to affect them: sale between shareholders, contribution to a holding company, merger, capital increase or change of director. Article 787 B of the General Tax Code provides for specific exceptions, but each has its own conditions.

After an audit, the lawyer analyses the reassessment proposal, the limitation period and the evidence, then prepares the response or the claim. The notary (notaire) drafts the deed of gift; the lawyer advises on tax strategy, securing the commitments and litigation. The two roles complement each other without overlapping.

The collective commitment is given before the transfer by the future donor or deceased person, alone or with other shareholders, for themselves and their successors. It lasts at least two years and must cover, for an unlisted company, at least 17% of the financial rights and 34% of the voting rights, thresholds to be met until its end under Article 787 B of the General Tax Code.

The individual commitment is given by each heir, donee or legatee in the inheritance return or the deed of gift. It requires keeping the shares received for six years from the end of the collective commitment, under the version of the text in force since 21 February 2026.

The two commitments often overlap: the recipient is then bound by the individual commitment from the transfer, even though its term runs only after the collective commitment expires. The Court of Cassation drew this consequence in holding that "that is not the case for heirs, donees or legatees, as regards the shares for which they have given an individual commitment" (our translation) (Cass. com., 29 November 2023, No. 21-25.329). According to this judgment, made on the wording of the article resulting from the law of 30 December 2005, the ability to sell between signatories of the pact therefore does not protect the donee personally.

Yes, in order to take effect against the tax authority. Article 787 B of the General Tax Code provides that the collective retention commitment can be relied on against the tax authority from the date of registration of the deed recording it. An unregistered private deed may bind the shareholders among themselves, but it does not start the two-year period enforceable against the tax authority.

The rule also applies to deeds that amend the pact. In a case decided under the former Dutreil regime for wealth tax, a married couple relied on a company's accession to an existing commitment by way of an amendment. The judicial court of Paris noted: "a collective retention commitment can be relied on against the tax authority only from the date of registration of the deed recording it" (our translation) (TJ Paris, 9th ch. 2nd sect., 28 January 2025, No. 23/00883). The claim was dismissed.

In practice, the firm checks the registration date of the initial deed and of each amendment. The admission of a new shareholder also requires the commitment to be renewed for at least two years. A commitment registered after the transfer does not allow the exemption to be claimed, subject to the commitment entered into by the heirs within six months of the death and to the commitment deemed to have been given.

The text allows the shareholders who are signatories of the collective commitment to sell or give to one another the shares subject to that commitment. This option does not extend to a donee bound by an individual commitment. In the judgment of 29 November 2023, a donee had sold shares to a company that was itself a signatory, during the collective commitment.

The court of appeal had annulled the assessment. The Court of Cassation set aside the judgment without referral, held that the donee had breached her individual commitment and rejected her claims for relief (Cass. com., 29 November 2023, No. 21-25.329). The outcome is unfavourable to the taxpayer. The judgment applies Article 787 B in the wording resulting from the law of 30 December 2005; the current text provides, in (e ter), that where a recipient sells part of their shares to another shareholder bound by the collective commitment, only the shares sold or given are called into question under the collective commitment. The judgment does not rule on that text.

A different solution was adopted under the former Dutreil regime for wealth tax, for a sale between signatories made after the overall six-year period, during the tacit renewal of the collective commitment. The Paris court of appeal (cour d'appel) found the tax authority's case unfounded, on the ground that "the sale took place in 2014 when the automatically renewed collective retention commitment had not expired" (our translation) (CA Paris, Pôle 5, ch. 10, 13 May 2024, No. 22/03789). These two decisions concern different texts and situations: only an analysis of the seller's capacity, the nature of their commitment and the dates shows whether a family sale is possible.

Article 787 B of the General Tax Code requires that one of the shareholders who signed the collective commitment, or one of the heirs, donees or legatees, actually carries on in the company his or her main professional activity if the company is a partnership, or one of the management functions listed in Article 975 if it is subject to corporation tax, throughout the collective commitment and the three years following the transfer.

Where the commitment is deemed to have been given, no pact has been signed, so the donor is not a signatory. The Court of Cassation infers that management during the following three years must be provided by a recipient of the transfer (Cass. com., 24 January 2024, No. 22-10.413). The judicial court of Paris applied this solution to student donees, holding that "the benefit of the partial exemption applies only where the donee performs the management function in the case of a collective commitment deemed to have been given" (our translation) (TJ Paris, 9th ch. 1st sect., 14 September 2026, No. 25/12216).

Joint management by donor and donee is not ruled out, but it must be proved. The judicial court of Privas held that the statutory condition does not exclude "possible joint management between the donor and the donee, although evidence of it must still be produced" (our translation) (TJ Privas, 1st ch., 21 April 2026, No. 24/00949), and dismissed the claim for lack of documents covering the years concerned.

There are two routes. The first is the commitment deemed to have been given: the deceased, alone or with a spouse, a civil partner (PACS) or an openly cohabiting partner, had held for at least two years shares reaching the thresholds, and one of them had for two years carried on in the company their main activity or a management function listed in Article 975 of the General Tax Code.

The second is the commitment entered into after the death: Article 787 B of the General Tax Code allows the heirs or legatees to enter into the collective commitment among themselves, or with other shareholders, within six months following the transfer. In that case, the eligible-activity condition is assessed from the transfer of the shares.

The choice depends on the split of the share capital, the identity of those who will manage the company and the timetable for the inheritance return. The Court of Cassation also recalls that, for a transfer on death, the operating character of the companies is assessed on the day of death and not on the day of the return (Cass. com., 17 December 2025, No. 24-17.415). The firm therefore reconstructs the company's situation at that date before proposing a route.

Two distinct mechanisms coexist. If the holding company is an active one, that is, if its main activity is active participation in conducting the policy of its group, made up of companies it controls that carry on an eligible activity, the text treats it as itself carrying on a commercial activity; its own shares can then be placed under the pact. This status must be established by facts.

If the holding company is not an active one, Article 787 B of the General Tax Code allows indirect holding: the exemption applies to the value of the holding company's shares in proportion to the fraction of its gross assets represented by the shareholding under commitment. The shareholdings must then be kept unchanged at each level of interposition throughout the collective commitment, except where the interposed companies increase their shareholding. The company whose shares are transferred then keeps its shareholding during the individual commitment.

In both cases, the burden of proof is on the taxpayer. The Court of Cassation puts it this way: "It is for the taxpayer who wishes to benefit from the exemption provided for by Article 787 B of the General Tax Code to prove" (our translation) that the holding company's subsidiaries carry on an eligible activity; it refused active-holding status to a company whose property subsidiaries did not have the activity claimed (Cass. com., 17 December 2025, No. 24-17.415). The outcome is unfavourable to the taxpayer.

The version of Article 787 B of the General Tax Code in force since 21 February 2026 excludes from the exemption the fraction of the value of the shares representing certain assets that are not used exclusively for the company's activity. These include in particular dwellings and residences, passenger cars, yachts, pleasure boats and aircraft, jewellery and works of art (apart from the exception the text reserves for certain works), racehorses, wines and spirits, and property used for hunting and fishing.

Exclusive use for the activity is assessed for at least three years before the transfer or, failing that, since the asset was acquired, and until the end of the individual commitment or, failing that, until the asset is sold. The rule extends to the same assets held by the companies that the transferred company controls.

In practice, the firm draws up an inventory of the assets of each company in the group, investigates their actual use and measures the fraction of value to be excluded. It also checks the version of the text applicable on the date of the transfer, since the exclusion results from the latest amendment of the article.

Yes, on strict conditions laid down by (f) of Article 787 B of the General Tax Code. The gross assets of the company receiving the contribution must consist of more than 50% of shareholdings in the company under commitment, after the contribution and until the end of the commitments.

At least three-quarters of the share capital and voting rights of the holding company must be held by the persons subject to the commitments, who must also manage it directly. The holding company undertakes to keep the contributed shares until the end of the commitments, and its shareholders keep the shares received in exchange for the same period.

Each of these conditions must be met until the end of the retention commitments. An investor joining the holding company's capital, an outside director or an acquisition financed by the holding company can upset the required balance. The firm checks the composition of the assets, the split of the capital and the management before the contribution, then at each later transaction involving the holding company. Mergers, demergers and capital increases are subject to separate exceptions, provided for in (g) and (h) of the same article.

Article 787 B of the General Tax Code provides for three moments. On the day of the transfer, the inheritance return or the deed of gift must be supported by a certificate from the company certifying that the conditions of the collective commitment and the thresholds have been met up to that day.

During the commitments, the heir, donee or legatee sends, at the request of the tax authority and within three months, a certificate provided by the company, certifying continuous compliance with the conditions since the transfer. At the end of the individual commitment, they send of their own accord within three months a certificate certifying that the conditions were met until their end.

In the case of indirect holding, each company in the chain of holdings issues a certificate for its own level. The firm can keep a calendar of these deadlines and check the content of each certificate, as it binds the company that issues it and then serves as the basis for the audit.

The right of reassessment for registration duties may be exercised until the end of the third year following the year of registration of the deed, provided the registered deed sufficiently disclosed that duties were due, without further investigation (Article L180 of the Tax Procedure Code). Otherwise, the general period runs until the end of the sixth year following the year of the chargeable event (Article L186).

The debate often concerns the content of the deed. In a case where the gift with division of the estate (donation-partage) and its annexes showed from the outset that the management condition was not met, the judicial court of Caen rejected the six-year period claimed by the tax authority. It held the right of reassessment time-barred, annulled the rejection decision and ordered relief from the duties and penalties (TJ Caen, 28 April 2026, No. 24/01552).

This solution, given at first instance, depends on what the deed disclosed. A breach after registration, such as a sale during the individual commitment, is not disclosed by the initial deed and calls for a different analysis. The firm therefore compares the content of the deed, the information provided afterwards and the date of the proposal.

First, identify exactly which condition is targeted: collective commitment, individual commitment, management, eligible activity, excluded assets or certificate. Each complaint calls for different evidence, and the response must be made within the period stated on the proposal.

The firm then checks the limitation period, the regularity of the procedure and the scope of the breach. The text sometimes limits the challenge, for example to the seller alone where the other signatories meet the thresholds, or, under the collective commitment, to the shares sold only where a recipient sells part of their shares to another shareholder bound by the pact.

Evidence is decisive. The Lyon court of appeal confirmed the loss of the exemption after noting that the managerial role relied on, poorly paid, was not the heir's main activity, and held that "the individual commitment to retain the shares was not satisfied by the [U] parties and they cannot claim the 75% exemption from duties on transfers for no consideration" (our translation) (CA Lyon, 1st ch. civ. A, 27 March 2025, No. 20/06755). Penalties are argued separately: the 40% surcharge for deliberate breach requires proof of that breach, distinct from the mere failure of a condition of the regime (Article 1729 of the General Tax Code).

Yes, where a fault is established and it caused the loss of a chance to benefit from the regime. In a gift with division of the estate and reservation of usufruct, Article 787 B of the General Tax Code requires the usufructuary's voting rights to be limited by the articles of association to decisions on the allocation of profits. The tax authority had challenged the exemption because the articles had not been amended accordingly before the deed.

The judicial court of Paris held that it was for the notary (notaire) responsible for the deed "to check that the articles of association allowed the claimants to benefit from the partial reduction of transfer duties under the 'Dutreil' scheme" (our translation) and, failing that, to warn the clients (TJ Paris, 1/1/2, 10 January 2024, No. 21/09645). It ordered the notary to compensate the loss of a chance of avoiding the reassessment.

This action requires showing that, properly advised, the taxpayer would have met all the conditions. The same judgment recalls that "the liability of notaries is not subsidiary" (our translation) and that the claimants could not be criticised for not having contested the reassessment (TJ Paris, 1/1/2, 10 January 2024, No. 21/09645). The firm therefore examines in parallel the arguments available against the tax authority and the possible liability of those involved.

Two distinct tools exist. The first is the formal position on a factual situation in light of a tax provision: where a taxpayer acting in good faith submits a written, precise and complete request, the tax authority rules within three months (Article L80 B of the Tax Procedure Code). A request concerning whether an activity is eligible or whether a holding company is active requires a full account of the facts.

The second concerns value. A donor in good faith who performs management functions may consult the tax authority on the market value of the shares they plan to give; the tax authority has six months to reply and, for a small or medium-sized enterprise, its silence is deemed acceptance (Article L18 of the Tax Procedure Code). The gift must then take place within three months, on the basis of the value accepted.

The 50% reduction in duties provided for a gift of full ownership by a donor under seventy adds to the regime where its conditions are met (Article 790 of the General Tax Code). The firm prepares these requests and measures their limits.