PLF 2026: the tax changes to anticipate for businesses and start-ups
The 2026 Finance Bill (PLF), presented under Article 49.3, has sparked numerous reactions in the economic world. Behind parliamentary debates and motions of censure lie concrete changes, particularly for businesses, holdings, and start-ups. With tax reforms, adjustments to the Dutreil regime, and modifications to incentive tools like BSPCEs, it is essential to understand what is on the horizon.
This article, written by PRAX Avocats, a firm specializing in legal advice for businesses and start-ups, offers a clear and pragmatic breakdown of the main measures to follow.
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A Tense Budget: PLF 2026 Adopted Under 49.3
The government has engaged its responsibility before the National Assembly on the PLF 2026, after several weeks of debates marked by disagreements over the budgetary and fiscal context. The final adoption of the text is expected around February 2 or 3, 2026, despite three announced motions of censure.
This adoption under 49.3 results in the merging of several amendments into a single global text, making the reading of the provisions complex. However, for business leaders and investors, certain orientations are already emerging.
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Key Measures Impacting Businesses and Holdings
1. A New Tax on Luxury Assets Held by Holdings
Article 3 of the PLF establishes a tax on luxury assets (prestigious residences, yachts, private jets, etc.) held through holding companies.
However, art objects, collectibles, or antiques would be excluded from the tax base — a crucial point for certain wealth-holding structures.
Practical Implication: Family or investment holdings will need to review their asset composition to determine if they become liable for this new contribution. A wealth and legal audit can help anticipate requalification risks.
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2. The Dutreil Regime: Stricter Exemption Conditions
The Dutreil transmission regime, which allows for a partial exemption from transfer duties on business shares, would be adjusted on several points:
- only assets exclusively allocated to professional activity would be eligible;
- indirect holdings would be included in the control scope;
- the individual commitment duration for conservation would increase from four to six years.
These modifications make the regime more stringent. For leaders of start-ups or family SMEs preparing for a business transfer, it will now be necessary to anticipate capital structuring and shareholder agreements more carefully.
Recommended Approach: A Dutreil diagnosis conducted by a business law attorney will secure the eligibility of the regime before any transfer.
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3. Contribution-Transfer: Better-Regulated Reinvestment
Article 3 octies of the project modifies the rules of contribution-transfer, a mechanism often used to reinvest the proceeds from a start-up sale into new projects.
Two notable changes are:
- a tightening of the eligible activity scope for reinvestment;
- an extended deadline from 2 to 3 years for the holding to carry out its reinvestment.
This evolution aims to align reinvestment practices with real economic investments while giving entrepreneurs a bit more time to identify relevant targets.
In Practice: Start-up founders planning a contribution-transfer operation will need to quickly verify the compliance of their investment scheme. The assistance of a tax attorney or a business law expert is highly recommended.
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4. Management Packages and BSPCE: Revised Attractiveness Levers
Two key mechanisms for innovative companies are also subject to adjustments:
- the tax regime for management packages is expected to be “improved” to better distinguish performance gains from capital gains on sale;
- BSPCEs (stock subscription warrants for start-up creators) would be amended, likely to extend their scope and clarify the applicable taxation upon resale.
These tools remain essential for attracting and retaining talent in the start-up ecosystem. The legislator aims to secure practices while maintaining their appeal for key investors and collaborators.
To Remember: Before implementing a BSPCE or an incentive plan, it is important to verify the legal and tax eligibility of the mechanism to avoid requalifications, particularly regarding disguised salary.
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5. Other Measures to Monitor
- Extension of the exceptional contribution on large companies, except for mid-sized enterprises.
- Extension of the deductibility of amortizations on commercial funds, a measure favorable to the accounting valuation of intangible assets.
- Restriction of the exemption provided for in Article 212 of the CGI to partners with the status of a company.
- Cancellation of the early abolition of the CVAE: companies will have to continue dealing with this local tax in 2026.
Overall, the PLF 2026 is part of a gradual fiscal tightening logic while seeking to support investment and business transfer.
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What Consequences for Start-ups and Business Leaders?
These legislative adjustments occur in a tense economic context where the government seeks to maintain a balance between territorial attractiveness and budgetary recovery.
For start-ups and holdings, several challenges emerge:
- Adapting their holding structures (notably wealth-holding companies) to the new taxes and changes in exemption regimes.
- Securing their high-balance operations (contribution-transfer, management packages, BSPCEs…) before the final publication of the implementing texts.
- Anticipating transfers and reorganizations by integrating the new commitment durations and holding conditions into wealth strategies.
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A Pivotal Period for Businesses' Tax Strategies
The adjustments in the PLF 2026 reflect a fundamental shift: more selectivity and transparency in the application of tax benefits. This fiscal refocusing invites companies to adopt a rigorous legal governance.
The legal structures used during fundraising, sales, or transfers must now be perfectly documented and economically justifiable.
A case-by-case analysis, conducted by a tax attorney, becomes essential to take advantage of the opportunities offered by these mechanisms without multiplying risks.
Article written on January 20, 2026, by PRAX Avocats – a law firm specializing in legal and tax advice for start-ups, private clients, and businesses.