Access and Use Conditions

Prior to browsing this website, please carefully read the disclaimer below. It indicates certain restrictions imposed by regulations regarding the dissemination and use of the information presented regarding the products and services offered by Private Corner.

By clicking on the "I accept" box, you certify that you have read, understood, and agreed to the conditions outlined in this disclaimer, and you confirm that you are recognized as a professional client or equivalent within the meaning of French regulations.
If you are advised by a regulated third party, you must rely on them for any subscriptions.

The information contained on the pages of this site is solely intended to present the expertise of Private Corner in the field of unlisted asset management.
They are not intended to:
- provide an exhaustive presentation of alternative investment funds (hereinafter referred to as "AIFs") managed by Private Corner;
- constitute an offer or solicitation to sell shares or units of any of the AIFs referenced on this site, to anyone in any jurisdiction where such an offer, solicitation, or distribution would be deemed illegal or where the person responsible for such offer or solicitation is not authorized to do so, or to any person to whom such offer or solicitation is prohibited.

Numerous restrictions and eligibility conditions, regulatory or statutory, not described or only briefly mentioned on this site, govern the subscription or acquisition of shares or units in these AIFs, their presentation and distribution methods by intermediaries (depending in particular on the investor's place of residence), eligibility conditions related to the investor (based in particular on their financial knowledge, financial resources, regulated or non-regulated status, variable categorization from one country to another), or the minimum investment amount required by the AIF's documentation.
In general, the AIFs managed by Private Corner are only intended for professional or equivalent investors.
The risks, fees, commissions, and recommended investment horizons for the presented AIFs are detailed in the prospectus/rules of the AIFs, which are made available to the investor before any subscription.
This official documentation is only available from Private Corner or third-party partners expressly authorized or mandated by Private Corner, sometimes exclusively in a given territory and/or a defined investor segment.
The value of your investments in these AIFs and the potential income derived from them may fluctuate, both upward and downward, and are in no way guaranteed. The risk of capital loss is equivalent to the amount invested.
As a professional or equivalent investor, it is your responsibility to know and comply with all applicable legal and regulatory provisions in the relevant territory.

By continuing, I certify that I have read and accepted the content of the above legal information.

Guides — 18 March 2025

Contribution-transfer and risk capital: understanding the mechanism provided for in Article 150-0 B ter of the CGI

The contribution-sale tax mechanism, provided for in Article 150-0 B ter of the CGI, is a particularly relevant solution for company directors and private investors. This mechanism allows the deferral of capital gains tax when securities are contributed to a holding company that the contributor controls, provided that they are reinvested in the real economy. In practice, contribution-sale favours productive investments in operational companies through specialised vehicles, such as Professional Private Equity Funds (PPEF).

Private Corner is an independent management company offering a full range of investment solutions in unlisted assets. To find out more about our contribution-sale offer and other investment funds, contact us:

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Article 150-0 B ter

The provisions of law 150-0 B TER consist of deferring the taxation of the capital gain recognised on the contribution of a company's securities to a holding company subject to corporation tax and controlled by the contributor. The taxation of the capital gain thus calculated on the day of the contribution is suspended until the realisation of a specific event that ends the deferral, such as:

the subsequent sale of the securities received in exchange,

- the sale of the securities contributed within a period of less than three years following their contribution.

An exception to this rule nevertheless makes it possible to retain the benefit of the tax deferral if at least 60% of the sums resulting from this sale are reinvested, within a period of two years, in economic activities clearly defined by law.

Why favour Professional Private Equity Funds (PPEF)?

PPEFs are an optimal choice for reinvestment under the 150-0 B ter acquisition-disposal scheme due to several specific advantages:

Access to diversified investments: PPEFs give investors access to innovative, high-growth or high-potential companies, while diversifying their risk exposure.
Easier compliance with the mandatory investment quota (75% quota): FPCIs must invest at least 75% of their assets in companies eligible for the scheme within a maximum period of five years from the initial subscription.
Administrative flexibility and regulatory compliance: FPCIs have dedicated professional teams that ensure continuous compliance with the legal and tax obligations of the scheme.

Eligibility of FPCI feeder funds

It is important to emphasise that FPCI feeder funds can also benefit from the contribution-sale scheme provided for in Article 150-0 B ter.

In concrete terms, these feeder funds make it possible to bring together several investors to invest indirectly in an eligible master private equity fund. These intermediate vehicles are expressly permitted by administrative doctrine (BOI-RPPM-PVBMI-30-10-60-20 n°200), which offers additional flexibility to investors wishing to benefit from the contribution-sale mechanism.

Specific conditions for maintaining the tax deferral

Maintaining the tax deferral involves several strict obligations to be respected:

Mandatory reinvestment within two years: at least 60% of the proceeds of the sale must be reinvested in FPCI units or FPCI feeder funds.
Holding commitment: formal obligation to hold FPCI units for at least five years.
Compliance with the 75% investment quota: FPCIs must invest at least 75% of their assets in eligible operational companies, a condition verified over a rolling five-year period.

Common mistakes to avoid

Common mistakes related to the use of the scheme include:

Failure to comply with the maximum two-year reinvestment period.
Insufficient management of administrative and reporting obligations to the tax authorities.
Failure to comply with the required investment quota, resulting in the loss of the scheme's benefits.

Reporting obligations

FPCI managers must provide the tax authorities with an annual detailed statement confirming continuous compliance with the 75% quota. This declaration must specify, in particular, the identity of the companies invested in, their sector of activity, their geographical location and the exact nature of the investments made.

Why favour FPCIs?

Choosing to invest via an FPCI allows for:

Professional management of the funds invested,
Privileged access to qualitative unlisted projects,
Rigorous and constant monitoring of compliance with the tax conditions required by the regulations.

Conclusion: Private Corner's response to the contribution-disposal scheme

At Private Corner, we have developed an offer specifically tailored to the needs expressed by financial advisors and their clients regarding the 150-0 B ter scheme. Our secure digital platform, dedicated exclusively to private assets and in particular to the FPCI eligible for the scheme, supports investors and their financial advisors in the strict compliance and efficient implementation of these conditions.

Frequently asked questions (Q&A)

What is the maximum period for reinvesting in a private equity fund? The maximum period is two years following the sale of the securities contributed.
Can the private equity fund units be sold before five years? No, the units must be held for at least five years to maintain the benefit of the scheme.
Do FPCI feeder funds benefit from the scheme? Yes, the tax doctrine (BOI-RPPM-PVBMI-30-10-60-20 n°200) expressly provides that FPCI feeder funds are also eligible for the scheme.
What happens if the reinvestment conditions are not met? A breach of the conditions will result in the immediate termination of the tax deferral and the immediate payment of the tax initially deferred.
Are FPCI feeder funds subject to the same conditions as direct FPICs? Yes, feeder funds benefit from the scheme provided they comply with the same retention and investment conditions as the main funds.

To find out more about the contribution-sale mechanism and the reinvestment conditions provided for in Article 150-0 B ter, please contact us.

Guides

Feeder funds and fund of funds: definitions and fundamental differences

At a time when wealth management strategies are becoming more complex and access to unlisted assets is becoming more democratic, a good knowledge of investment vehicles such as feeder funds and funds of funds is becoming essential for financial advisors. These structures now offer private clients with intermediaries a gateway to diversified strategies. Understanding their differences, their mechanisms and their strategic uses not only enables us to better meet the expectations of wealthy clients, but also to structure effective allocations, aligned with the most demanding market standards.

Guides

The guide to secondary private equity

A secondary fund is an investment vehicle specialising in the acquisition of holdings in existing private equity funds or in portfolios of unlisted assets. These transactions allow investors to sell their shares before the end of the fund's term, thus offering liquidity, while new investors gain access to more mature assets with better visibility on performance. Discover with Private Corner, a digital native management company, the benefits of investing in secondary private equity funds.

Guides

Private assets: fundamentals and outlook for 2025

Non-listed investments and private equity: where to put your money in 2025? This is the question on everyone's lips as the end of the year approaches. In this final 2024 edition of Unquoted under the microscope, we share with you the key points to bear in mind for investors interested in unquoted assets in 2025.