France SAS & Holding for a Crypto Startup: Apport-Cession and Mère-Fille

A French crypto founder almost always ends up with the same shape: an SAS under a holding. Two well-established mechanisms drive it — the apport-cession deferral (article 150-0 B ter CGI) and the régime mère-fille (~95% dividend exemption). The 2026 Finance Act tightened apport-cession. This guide is the structure, deliberately hedged on the numbers, because this is an avocat fiscaliste question — and printing a wrong threshold here would be a YMYL error.

TL;DR

• French founders commonly run an SAS (société par actions simplifiée) under a holding.
• Apport-cession (art. 150-0 B ter CGI): contributing shares to a controlled holding can give a capital-gains deferral (report d'imposition) — subject to conditions incl. a reinvestment condition if the holding sells within a defined period.
• 2026 Finance Act tightened the apport-cession reinvestment condition — direction stated, exact proportion/délai deliberately NOT stated (adviser/official-text question).
• Régime mère-fille: holding ≥5% for ≥2 years → dividends broadly exempt except a 5% quote-part taxed at IS → low effective tax on upstreamed dividends.
• Not a crypto-specific regime — crypto tax and special instruments (BSPCE) have their own rules.
• Highly technical, changed for 2026 — confirm everything with a French avocat fiscaliste / expert-comptable. Not legal/tax advice.

Why SAS under a holding

The SAS is a flexible operating vehicle; placing it under a holding enables two well-established mechanisms — the apport-cession deferral and the régime mère-fille. The structure is common, but its tax effects are technical and avocat-fiscaliste-confirmed — not automatic optimisation.

Apport-cession — article 150-0 B ter CGI

When an individual contributes company shares to a holding they control, the capital gain can benefit from a tax deferral (report d'imposition) under article 150-0 B ter of the CGI, rather than immediate taxation, with the deferred gain calculated and declared. The deferral is subject to conditions, including a reinvestment condition if the holding later sells the contributed shares within a defined period. The exact conditions, proportions and delays are technical, changed for 2026, and counsel-confirmed.

The 2026 Finance Act tightening — direction only

The 2026 Finance Act tightened the apport-cession reinvestment condition (broadly, the reinvestment requirement became more demanding). This guide deliberately does not state the exact new proportion or time limit: the precise figures and the applicable Finance Act reference must be confirmed against the current official texts with a French avocat fiscaliste, not relied on from a summary. The safe takeaway is the direction (a tightening); the numbers are an adviser question.

Régime mère-fille

So the effective tax on upstreamed dividends is low. The conditions and the precise computation are technical and expert-comptable / avocat-fiscaliste-confirmed.

This is a corporate structure, not a crypto regime

The SAS/holding structure addresses share gains and dividend flows — not the crypto-asset tax treatment itself. Crypto held/earned by the operating company is still subject to the applicable corporate accounting and tax rules, and special instruments (e.g. French BSPCE) have their own regime. Both layers are analysed with French counsel.

Practical guidance

1. Use SAS-under-holding as a structure, not as automatic tax optimisation.
2. Treat apport-cession (150-0 B ter) as conditional — note the reinvestment condition.
3. Assume the 2026 tightening but get the exact threshold/délai from counsel/official texts — do not rely on summaries.
4. Apply mère-fille's ≥5% / ≥2-year / 5% quote-part with an expert-comptable.
5. Analyse the crypto layer separately — structure ≠ crypto tax regime; BSPCE separate.
6. Confirm everything with a French avocat fiscaliste / expert-comptable — technical, changed for 2026; not legal/tax advice.

How vendor tools handle the holding structure

Pulley and Carta record entities, cap tables and instruments (Pulley token + equity; Carta equity broadly) and can model an SAS-under-holding ownership chain. They record and model it — they do not determine apport-cession eligibility, the 2026 thresholds or mère-fille computation, which stay avocat-fiscaliste / expert-comptable determinations.

How Wag3s helps

Wag3s HR keeps the structured, auditable record of the SAS/holding ownership and instrument data, feeding accounting and reporting with an audit trail, while the apport-cession, 2026 thresholds and mère-fille treatment stay French-counsel-confirmed against the current official texts. See the HR product page.

Further reading

• BSPCE Eligibility Conditions 2026
• BSPCE vs Token Grants for French Web3 Startups
• Crypto Company Jurisdiction Guide
• Web3 Company Legal Structure
• Offshore Crypto Company: the Substance Myth
• Declare Crypto Without an Accountant (France)

Sources

• French founders commonly use an SAS (société par actions simplifiée) under a holding to access the apport-cession deferral and the régime mère-fille — common structure, technical tax effects, avocat-fiscaliste-confirmed
• Apport-cession — contributing shares to a controlled holding can give a capital-gains deferral (report d'imposition) under article 150-0 B ter CGI, subject to conditions incl. a reinvestment condition if the holding sells within a defined period
• 2026 Finance Act tightened the apport-cession reinvestment condition (direction = more demanding); exact proportion/délai and applicable Finance Act reference deliberately NOT stated — confirm against current official texts with counsel (anti-fabrication discipline)
• Régime mère-fille — parent holding ≥5% of subsidiary committed for ≥2 years: dividends broadly exempt except a 5% quote-part de frais et charges subject to IS (low effective tax on upstreamed dividends); technical, expert-comptable-confirmed. Structure ≠ crypto tax regime; BSPCE separate. Not legal/tax advice