Évaluation des actions d’une holding : une décote de 30 % validée par la Cour d’appel de Paris en matière d’impôt sur la fortune

The accurate valuation of holding company shares has significant implications for taxpayers subject to France's former Wealth Solidarity Tax (ISF), now replaced by the Real Estate Wealth Tax (IFI). Recent jurisprudence from the Paris Court of Appeal, dated March 10, 2025, has confirmed the validity of applying a considerable discount under specific circumstances. Let's explore further what this landmark ruling means for your holding shares and tax strategies.

Understanding the Concept of Holding Company Share Discounts

Holding companies typically possess stakes in various subsidiary entities, making their valuation a complex task. The market value of these shares is often difficult to determine precisely due to limited liquidity and transferability restrictions. To account for such complications, fiscal authorities permit taxpayers to apply discounts when calculating the taxable value of holding shares.

In the specific case assessed by the Paris Court of Appeal (CA Paris, March 10, 2025, n°23/05451), the taxpayer owned a minority stake of 35.72% in a holding company. Initially, a 15% discount was applied in accordance with standard fiscal practice. However, the court found that an increased discount of 30% was suitable given certain particular circumstances.

Why Did the Paris Court of Appeal Approve a 30% Discount?

The Court specifically identified three decisive elements justifying an increased discount:

Absence of Profits and Irregular Dividend Distributions

The holding company generated no consistent profits and lacked a policy ensuring the regular distribution of dividends. This absence of stable income significantly reduces the attractiveness and liquidity of the shares to prospective buyers, warranting a higher discount.

Minority Shareholding and Restrictive Approval Clause

Owning just a 35.72% stake, the taxpayer's minority position substantially limited influence over company decisions. Moreover, a restrictive approval clause stipulated mandatory prior consent for transferring shares to a third party. Such restrictions undeniably weaken the liquidity of shares, contributing further justification for a higher valuation discount.

Diversified and Heterogeneous Asset Structure

The Court emphasized the complexity arising from the notably diverse range of assets the holding company held across different industries and geographic locations. This diversity complicates the exercise of accurately evaluating share values, thus reasonably supporting an application of the maximal discount allowed.

Implications and Takeaways from This Jurisprudence

This decision from March 10, 2025, by the Paris Court of Appeal brings significant clarity to taxpayers regarding acceptable criteria and limits for holding share valuation discounts. Referring explicitly to the company's lack of profitability, minority ownership stakes, transfer restrictions, and diversified assets, the Court acknowledged these elements as valid arguments to justify a substantial 30% discount.

This recent ruling aligns with prior administrative guidelines, reinforcing consistent application practices and enhancing legal certainty for taxpayers holding interests in complex structures.

Seek Expert Support to Optimize Your Holding Share Valuation

Valuing holding company shares accurately is inherently intricate, demanding detailed fiscal analysis and comprehensive understanding of prevailing jurisprudence. Every case involves distinct factors requiring specialized attention and handling.

At PRAX Avocats, we provide personalized assistance tailored to the specifics of your situation. Our dedicated team is ready to accompany you through meticulous analysis and prudent planning, ensuring optimized tax valuation of your holding company holdings.

Do you want personalized support for valuing your holding shares optimally? Contact us today to discuss your fiscal and financial planning needs clearly and securely.