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

French crypto founders tend to converge on the same shape: an SAS sitting under a holding company. Two well-established mechanisms make that structure attractive, the apport-cession capital-gains deferral under article 150-0 B ter of the CGI and the régime mère-fille near-exemption of dividends, and the 2026 Finance Act tightened the first of them. This guide maps the structure and the two mechanisms while deliberately staying vague on the new 2026 figures, because printing a wrong threshold on a French tax page would be a real harm. It sits under the broader jurisdiction guide. This is an avocat fiscaliste question.

The short version

• French founders commonly run an SAS (société par actions simplifiée) under a holding company.
• Apport-cession (article 150-0 B ter CGI): contributing shares to a holding you control can give a capital-gains deferral (report d'imposition), subject to conditions including a reinvestment condition if the holding sells the contributed shares within a defined period.
• The 2026 Finance Act tightened the apport-cession reinvestment condition. The direction is a tightening; the exact proportion and time limit are deliberately not stated here and must be confirmed against the current official texts.
• Régime mère-fille: a holding of at least 5% held for at least 2 years means dividends are broadly exempt apart from a 5% quote-part de frais et charges subject to corporate income tax, so the effective tax on upstreamed dividends is low.
• This is not a crypto-specific regime. The crypto-asset tax treatment and special instruments such as BSPCE follow their own rules.
• It is highly technical and changed for 2026. Confirm everything with a French avocat fiscaliste or expert-comptable. This is not legal or tax advice.

Why SAS under a holding

The SAS is a flexible operating vehicle, and 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 confirmed with an avocat fiscaliste; it is 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 confirmed with counsel.

The 2026 Finance Act tightening: direction only

The 2026 Finance Act tightened the apport-cession reinvestment condition, broadly making the reinvestment requirement 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 rather than 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 confirmed with an expert-comptable or avocat fiscaliste.

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 or earned by the operating company is still subject to the applicable corporate accounting and tax rules, and special instruments such as 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, and note the reinvestment condition.
3. Assume the 2026 tightening, but get the exact threshold and délai from counsel and the official texts rather than from summaries.
4. Apply the mère-fille conditions (≥5% holding, ≥2 years, 5% quote-part) with an expert-comptable.
5. Analyse the crypto layer separately, since the structure is not a crypto tax regime and BSPCE is separate.
6. Confirm everything with a French avocat fiscaliste or expert-comptable. This is technical, changed for 2026, and not legal or tax advice.

Choosing a tool to model the holding structure

The SAS-under-holding shape is an ownership chain of at least two entities, plus the share contributions and dividend flows between them, so the tool you use needs to record that chain rather than a single cap table. Pulley (token and equity) and Carta (equity-focused) both record entities, cap tables and instruments and can model an SAS-under-holding ownership chain. When choosing, confirm it can represent the holding and the operating SAS as distinct entities with the contribution between them, since apport-cession and mère-fille both turn on that relationship. The tool does not determine apport-cession eligibility, the 2026 thresholds or the mère-fille computation, which stay avocat fiscaliste and expert-comptable determinations.

Where Wag3s fits

Wag3s HR keeps the structured, auditable record of the SAS/holding ownership and instrument data, feeding accounting and reporting with an audit trail. The apport-cession position, the 2026 thresholds and the mère-fille treatment stay confirmed by French counsel against the current official texts; Wag3s supports that work rather than substituting for it. 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

• France — Article 150-0 B ter du Code général des impôts (Légifrance): the apport-cession deferral (report d'imposition) when an individual contributes shares to a holding they control, and the reinvestment condition that applies if the holding sells the contributed shares within the defined period.
• France — Article 216 du Code général des impôts (Légifrance) and the BOFiP guidance BOI-IS-BASE-10-10-10: the régime mère-fille, under which qualifying participation income is broadly excluded from the parent's taxable income apart from a 5% quote-part de frais et charges, with the eligibility conditions (including the ≥5% holding and ≥2-year commitment).
• The 2026 Finance Act tightened the apport-cession reinvestment condition. This guide deliberately does not state the exact new proportion or time limit: those figures, and the applicable Finance Act reference, must be confirmed against the current official texts with a French avocat fiscaliste rather than relied on from a summary. The SAS/holding structure addresses share gains and dividend flows, not the crypto-asset tax treatment itself, and special instruments such as BSPCE follow their own regime. This is not legal or tax advice.