The transfer of a family-owned company by way of inheritance or gift benefits from a favourable tax regime, known as the Dutreil Scheme (Pacte Dutreil), which provides for a partial exemption from certain transfer taxes. In a decision dated 17 December 2025, the French Cour de Cassation clarified, in the context of a transfer by inheritance, the date on which the requirements for applying the regime must be satisfied.
The Dutreil Scheme is a tax mechanism provided for under Article 787 B of the French General Tax Code (CGI), allowing the transfer of shares in family-owned companies carrying on an industrial, commercial, artisanal, agricultural, or professional activity, with a 75% exemption from transfer taxes on the value of the shares transferred.
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The application of this tax regime is subject to certain conditions (see our dedicated article), including the requirement that the business activity be industrial, commercial, artisanal, agricultural, or professional. Moreover, to account for common situations in which operational activities are conducted by subsidiaries under the supervision of an “active” holding company, the regime has been extended to cover the transfer of companies whose principal activity consists of actively participating in the management and strategic direction of their group, composed of companies that are directly or indirectly controlled and engaged in industrial, commercial, artisanal, agricultural, or professional activities.
In addition, the Dutreil Scheme is subject to the taking of collective retention commitments over the shares in the years preceding the transfer, or, failing that, within six months following the decease of the transferor.
In the case at hand,1 a taxpayer sought to benefit from the provisions of Article 787 B, CGI in the context of the inheritance of shares in a holding company following the death of her grandfather.
The tax authorities challenged her claim, arguing that she had failed to demonstrate the operational nature of the companies held by the holding at the date of decease, thereby preventing the application of the Dutreil Scheme to the transferred shares.
On appeal, the court upheld the tax authorities’ position, ruling that the operational status of the subsidiaries must be assessed as of the date of the event triggering the tax, i.e., the date of the deceased’s death.
Before the French Cour de cassation, the taxpayer challenged this interpretation, arguing that, for inheritance tax purposes, the taxable event should be determined as of the filing of the inheritance tax return rather than the date of decease. She further contended that the lower courts should have assessed whether the real estate activities carried out by the subsidiaries were of a commercial nature and thus eligible for the Dutreil Scheme.
Relying on Article 720 of the French Civil Code and Article 787 B, CGI, the Court held that, in the context of a transfer by inheritance, the operational nature of the companies must indeed be assessed as of the date of decease. The Court further noted that it is the taxpayer’s responsibility to demonstrate that the subsidiaries of the transferred holding company actively carry on an industrial, commercial, agricultural, or professional activity eligible under the regime—which she failed to prove in this case.
This ruling appears consistent with the goal of the Dutreil Scheme, which is to encourage and support the intergenerational transfer of operational family-owned companies and groups, rather than purely asset-holding companies. The decision closes the door to an interpretation that would have allowed heirs to take advantage of the delay between the deceased’s death and the filing of the inheritance tax return to “operationalize” a purely asset-holding company that does not meet the activity criteria under Article 787 B, CGI.
