PLF 2026: the new tax rules to know for leaders and investors
As of January 23, 2026, the final version of the finance bill (PLF) for 2026, adopted through Article 49.3 of the Constitution, introduces several reforms directly affecting business leaders, investors, and start-ups.
Extension of the Dutreil regime, tightening of contribution-sale conditions, new tax on luxury assets held by holdings: these changes reshape the tax landscape for the transmission and ownership of business assets.
At PRAX Avocats, a firm specializing in legal advice for start-ups and businesses, we analyze these changes to help you anticipate their effects and implement appropriate strategies.
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1. Extension of the Dutreil Regime: A Longer Commitment for Transfers
What Changes
The Dutreil regime, which allows for a reduction in the taxation of transfers of family businesses, sees its individual commitment period extended from 4 to 6 years.
This change will apply to transfers made after the law comes into effect, while previous transfers remain governed by the old rules.
In practice, this means that partners or heirs will now have to commit to holding their shares for a longer period, without additional tax benefits. For active holdings, this constraint implies an additional two years of maintaining activity.
Consequences for Leaders
This extension complicates asset management and limits the flexibility of family restructurings or partial sales.
Thus, a leader wishing to transfer to their children or partners must ensure that the company maintains its eligible activity throughout the entire new commitment period.
Failure to meet these conditions could jeopardize the partial exemption from transfer taxes.
Point of Caution: Post-mortem commitment situations or deferred transfers must be carefully examined, particularly to avoid any retroactive effects.
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2. Contribution-Sale: A Stricter Framework for Reinvestments
An Extended Deadline and Increased Reemployment Rate
The reform substantially modifies the contribution-sale regime, which previously allowed for the deferral of taxation on the capital gains realized upon the sale of shares contributed to a holding company.
The reinvestment deadline for the proceeds from the sale is now extended from 2 to 3 years, and the mandatory reemployment rate is raised to 70% (up from 50% previously).
This tightening aims to ensure the economic reality of reinvestments but reduces entrepreneurs' freedom of action.
Exclusions and Increased Constraints
Certain activities are now excluded from the scheme: financial activities, real estate asset management, and real estate development are no longer eligible.
This point must be carefully analyzed by holdings and family offices to avoid risks of challenge to the deferral of taxation.
Moreover, the removal of the prorata for partial reinvestments makes the rule binary:
- either the reinvestment fully meets the criteria,
- or the entire capital gain becomes immediately taxable.
Concrete Example: An entrepreneur who sells their start-up to finance a new industrial project must reinvest at least 70% of the sale proceeds into an operational activity within three years, or risk losing the benefit of tax deferral.
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3. Tax on Luxury Assets: A New Tax for Holdings
A Tax Targeting Non-Productive Holdings
The PLF 2026 introduces a new 20% tax on luxury assets held by companies, particularly wealth management holdings.
This includes luxury goods (prestigious residences, yachts, collectible vehicles, etc.) held in a structure subject to corporate tax (IS).
However, an exemption is provided for assets rented at market price, even if used personally, provided that the rental is real and documented.
Opportunities and Interpretation Risks
While aimed at limiting the diversion of the social purpose of holdings, this tax suffers from imprecise wording, leaving doubts about:
- the consideration (or not) of indirect holdings,
- the valuation of market rents,
- the calculation of thresholds by legal entity.
For corporate groups, there may be room for maneuver through an appropriate structuring of assets among subsidiaries.
But caution: these optimizations must respect the spirit of the law to avoid any abusive reclassification by the tax administration.
The tax is set to take effect for fiscal years ending on or after December 31, 2025, allowing a year to adjust existing structures.
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4. Management Packages: Reduced Tax Neutrality
A More Restrictive Framework
The tax neutrality mechanism for contributions made by leaders or managers is now limited. Only contributions meeting the specific conditions of Article 150 0 B of the CGI still benefit from tax deferral.
Contributions to "wealth management" or purely financial companies are excluded, even with the manager's active participation.
Practical Consequences
This evolution complicates the management of management packages, particularly in LBO or refinancing operations.
The minimum holding period of 2 years becomes crucial: any conversion or re-contribution before this term may trigger immediate taxation as wages, along with social charges.
Furthermore, restructurings or conversions of shares are no longer considered tax-neutral, creating a risk of taxation during operations that are internal to a group.
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5. Texts with Imperfect Drafting: Caution and Anticipation
Many practitioners, lawyers, and tax experts have highlighted the poor drafting of certain provisions of the PLF 2026.
The articles adopted via 49.3 limit the possibility of amendment, leaving areas of legal uncertainty that are expected to be clarified through administrative instructions or case law.
For leaders, investors, and start-up founders, the challenge is to secure each operation in advance: transfer, sale, contribution, or asset ownership.
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6. How PRAX Avocats Supports Your Strategic Decisions
In the face of this growing complexity, a proactive tax strategy is essential.
At PRAX Avocats, we leverage our expertise in business law, wealth and entrepreneurial taxation, and corporate taxation to support innovative entrepreneurs:
- Structure Audit and Tax Optimization: analysis of holdings, assets, and sale operations.
- Securing Transfers: assistance in implementing or revising Dutreil commitments.
- Support for Contribution and Reinvestment Operations: identification of eligible activities and management of the tax calendar.
- Strategic Advice on Management Packages: anticipating tax and social impacts during fundraising or transfers.
Our teams work hand in hand with leaders to transform these regulatory constraints into optimization and legal security levers.
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Conclusion
The PLF 2026, while presented as a step towards modernizing corporate taxation, imposes more constraints and calls for increased vigilance for leaders.
Whether for a transfer, fundraising, or restructuring, each operation must now be analyzed in light of these new rules to manage tax and legal risks effectively.
Contact the firm now to ensure the compliance of your projects and anticipate necessary adjustments before the next legal deadlines.
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For personalized legal support for your business or transfer project, contact PRAX Avocats.