On May 13, 2026, the Rennes Administrative Court (TA) issued an important ruling for investors and business leaders engaged in wealth management activities. This case, centered around the tax deferral regime provided for in Article 150-0 B ter of the General Tax Code (CGI), clarifies the distinction between commercial activity and simple management of real estate assets.

For entrepreneurs who reinvest the proceeds from the sale of their shares, the classification of the activity in which these funds are reinvested is crucial. It determines the continuation of the tax deferral. The administrative judge provides a useful clarification here.

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Understanding the Reemployment Mechanism Provided by Article 150-0 B ter

Adopted to encourage reinvestment in the real economy, Article 150-0 B ter of the CGI allows, under certain conditions, the deferral of taxation on the capital gains resulting from the sale of shares, provided that the seller reinvests the sale price in an operational company engaged in commercial, industrial, artisanal, liberal, agricultural, or financial activities.

In other words, this advantageous regime is designed to support the creation and development of active businesses, not to favor mere ownership or management of wealth assets.

Thus, the commercial or non-commercial nature of the company in which the reinvestment is made becomes a key point of the system.

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The Judged Case: "Ancillary" Services Are Not Sufficient to Characterize a Commercial Activity

In the case submitted to the TA of Rennes (May 13, 2026, n°2304361), the tax administration challenged the benefit of the tax deferral regime.

It argued that the company in which the sale price had been reinvested did not engage in an eligible commercial activity but rather engaged in passive real estate management.

The Facts

The company in question provided a building for a single occupant, along with complementary services:

24/7 access,
mail reception,
meeting rooms,
workstations,
internet connection,
video surveillance,
domiciliation,
cleaning,
and even a property manager.

These services could suggest a coworking or shared space management activity. However, the judge found that these services had no economic autonomy in relation to the provision of the premises.

The Court's Analysis

The TA of Rennes considered that:

the services were ancillary, meaning they lacked a specific purpose without the operation of the building,

the main activity remained real estate,

this activity fell into the category of real estate asset management, expressly excluded from the benefit of the deferral regime.

The fact that the company referred to its services as "services" or charged a fee was not sufficient to change the economic nature of its activity.

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Jurisprudential Consistency Around the Accessory Criterion

This decision fits into a well-established jurisprudence, particularly consistent with recent cases from the TA of Paris (May 12, 2026, n°2311474, Sté The Bureau, and n°2314372, Sté Petits Hôtels).

In these cases, the judge had already favored an economic analysis of the main service. When the so-called "ancillary" services (connection, cleaning, reception, etc.) only have value in relation to the use of the real estate, they are not sufficient to qualify the activity as commercial.

In contrast, a genuine service activity – for example, managing a multi-site business center, with client reception, specific billing, personalized services, or coworking extended to several companies – could be considered commercial if the services exhibit real autonomy.

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Practical Issues for Leaders and Investors

For startups, entrepreneurs, or leaders wishing to sell shares and benefit from the tax deferral provided by Article 150-0 B ter, this decision underscores an essential rule: the reemployment company must actually engage in an eligible activity.

Points of Caution

Effective nature of the activity: contractual documentation (leases, invoices, legal mentions) is not enough; the economic reality prevails.

Accessory or autonomous nature of the services: the more integrated and dependent the services are on the real estate, the higher the risk of requalification as asset management.

Traceability of the reinvestment: the tax administration examines the precise destination of the reinvested funds and the operating mode of the reinvested company.

It is therefore crucial to anticipate these points before any reinvestment to secure the tax position and avoid the challenge of the deferral, which can lead to immediate taxation of capital gains.

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How to Secure Your Reemployment: Best Practices and Legal Support

In light of these issues, several precautions can be taken:

1. Analyze the target structure before reinvestment: verify the legal and economic nature of the intended activity.

2. Draft coherent contracts: accurately qualify the services (commercial lease, service contract, etc.) considering the jurisprudence.

3. Document the reinvestment: keep clear evidence of the allocation of funds and compliance with the applicable tax regime conditions.

4. Have the operation validated by a legal or tax advisor: a lawyer specialized in business law and taxation can secure the process and anticipate requalification risks.

At PRAX Avocats, we regularly assist leaders and investors in their sale and reemployment operations, providing them with a tailored analysis suited to their objectives and the nature of their activity. Our expertise in business law and taxation allows us to ensure coherence between legal, financial, and operational issues.

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Key Takeaways

The continuation of the tax deferral provided by Article 150-0 B ter depends on the real commercial nature of the reemployment company.

Ancillary services related to the provision of a building are not sufficient to confer this commercial character.

An economic and concrete approach to the activity prevails over contractual qualification.

Leaders must secure in advance the legal and tax structuring of their reinvestment operations.

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Conclusion: Anticipate and Surround Yourself

The decision of the TA of Rennes reminds us that the boundary between commercial activity and asset management can be thin. In a context where the administration intensifies its controls on the tax deferral regime, support from an experienced tax lawyer becomes an essential asset.

Contact PRAX Avocats, a specialist in French and international taxation, as well as in business law. On issues of social law, intellectual property, or complex contracts, we work with our Best Friends partner firms to provide you with a complete and coherent legal solution.

Reuse and commercial activities: what to remember from the decision of the Administrative Court of Rennes on article 150-0 B ter.