The new tax regime for management packages (2025)

One year after the 2025 Finance Act, where do the six open questions stand?

When Article 163 bis H came into force, six questions had no clear answer. Three sources have answered them since: the 2026 Finance Act (Law no. 2026-103 of 19 February 2026), whose Article 24 rewrote part of the provision, mainly for transactions carried out since 15 February 2025; the final version of the administrative guidance, published on 15 October 2026 after public consultation (BOI-RSA-ES-20-60-20261015); and the case law of the Conseil d'État, which governs earlier transactions. Here is where each question stands on 26 October 2026 (Article 163 bis H, version in force since 21 February 2026).

• The link between the instrument and the duties has been clarified by the tax authorities, not yet by the courts. The provision targets the gain "acquired in return for the duties of employee or executive" without defining that return. The guidance relies on a set of indicators, one of which must be a mechanism enhancing the disposal gain (so-called ratchet preference shares, sweet equity), supplemented in particular by performance-based adjustment of the gain, non-compete, exclusivity, lock-up or tag-along clauses and promises triggered by departure (§ 190). An award made because of the duties is not enough, the holding period does not in itself rule out the link, and ceasing to hold office before the disposal does not exclude it (§ 190, remarks 1, 2 and 4). These indicators extend the case law: the Conseil d'État upheld salary treatment for warrants whose exercise depended on an internal rate of return and whose transfer was restricted by a shareholders' agreement (CE, 13 July 2021, no. 435452), then held that a court of appeal had distorted the evidence by treating as a return for the duties a put option with no incentive effect that did not guarantee a quasi-certain gain (CE, 5 June 2023, no. 467546). No decision has yet been handed down on Article 163 bis H itself.
• The cap is calculated globally, by acquisition date. The tax authorities aggregate all the shares of the same company that are sold and eligible, whatever their nature and the rights they carry (§ 280), and accept adding the shares of management companies holding exclusively shares of the same reference company (§ 285). The law, however, requires a separate calculation for each acquisition date (II, second paragraph), softened by a concession for shares acquired over a short period as part of the same transaction (§ 310). The cap is determined on each disposal and on each exchange or contribution (§ 270).
• The deferrals of Articles 150-0 B and 150-0 B ter are settled, mainly by the 2026 Finance Act. The fraction of the gain taxed as a capital gain benefits from them like any capital gain on securities (§ 420). For the excess fraction, taxed as salary, Article 163 bis H, IV, C now provides, for a transaction where any cash adjustment does not exceed 10% of the nominal value of the shares received, a tax deferral in proportion to the share of the total net gain reinvested in shares of a company that was, before the transaction, the issuing company, a company it holds or a company holding it, provided the receiving company does not have as its purpose the management of the assets of the employee or executive and of their family. The deferral ends on the disposal, sale, buy-back, redemption or cancellation of the shares received or, in the case of a contribution to a controlled company, of the contributed shares where that event occurs within three years of the contribution (IV, C, 2; § 530). Gains placed under deferral before 15 February 2025 remain outside the regime (§ 20). For an earlier transaction, the Conseil d'État holds that a contribution paid in shares and placed under deferral gives rise to a gain that must be examined to see whether it rewards the duties performed (CE, 7 May 2026, no. 493083, discussed on our management packages page).
• Repayments of shareholder debt are neutralised by the law. The real value of the company comprises its equity and its debts to any shareholder or related undertaking, whether current accounts or bonds held by shareholders. Since the 2026 Finance Act, "the real value of the company at the date of disposal of the shares or of any other transaction referred to in Article 150-0 B relating to those shares is increased by the sums repaid in respect of the company's debts to any shareholder or related undertaking": repaying a shareholder loan before the exit no longer distorts the performance ratio. The tax authorities add capitalised interest (§ 370, remark 2), and taking debts into account can never raise the cap.
• The interposed holding company is only partly addressed. Where the issuing company is a management company, performance is measured on the company in which it holds its interest (II, sixth paragraph; § 360), and distributions and capital repayments received through it reduce the cap (§ 405). Contributing the shares to a holding company is itself a transaction within the regime: the cap is calculated on the contribution, and the deferral of the excess fraction requires the receiving company to be already a group company and not to have the management of the executive's assets as its purpose, which in principle rules out the personal holding company, subject to its actual purpose. If the holding company is controlled, its disposal of the contributed shares within three years ends the deferral (§ 530). How the gain the holding company itself realises on those shares is characterised, however, remains unsettled on 26 October 2026: neither the law nor the guidance addresses it, the tax authorities reserving the abuse-of-law procedure against any artificial interposition of a company (remark under § 440).
• The holding period and the risk of loss each have their assessment date. The two-year minimum runs from date to date from the acquisition or subscription of each share; the tax authorities accept counting the prior holding of warrants, convertible or redeemable bonds and apply first-in, first-out to fungible shares (§ 120). It does not apply to free shares, shares from options or BSPCE (§ 130). On an exchange without cash adjustment (public offer, merger, demerger, split, consolidation), it is assessed on the disposal of the shares received, adding both periods together (II, first paragraph, as amended by the 2026 Finance Act; § 132). The risk of loss relates to the price paid or, for free shares, shares from options and BSPCE, to their value on acquisition; it disappears if a mechanism guarantees that price "from the outset or subsequently" (§ 110), so that a guarantee granted during the holding period is enough to remove it.

The 2026 Finance Act also based the cap on the value of the shares at their acquisition date rather than on the price paid, and now taxes the gain in the donor's name in the year of the gift, for gifts made since 20 February 2026. For the interaction with the deferral on a contribution to a controlled holding company, see our page on contribution-disposal.