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Holding Company Structure

As of 2026-07-24T14:00:00Z

Edited by Cédric-Olivier Mâry, sole editor and publication director — 27 years in the SAP ecosystem. How these pages are produced, and where automation is used.

What is Holding Company Structure?

The régime mère-fille drops effective tax on reinvested dividends from 30% to 0.75%, saving over €58,000 a year on €200,000 of operating profit routed through a holding rather than extracted personally.

A holding company structure is a two-entity architecture used by higher-earning French freelance consultants: an SAS holding company, the société mère, owns 100 percent of an operating SASU, the société fille, which is the entity that actually contracts with clients and collects professional income. The holding does not bill anyone directly. Instead, the operating SASU pays dividends upward to the holding, and the holding deploys that accumulated capital elsewhere — into real estate through an SCI, into financial markets, or into acquiring further operating entities.

Why it exists

The default alternative — a solo SASU paying dividends straight to the individual consultant — routes every euro of profit extraction through the 30 percent flat-tax PFU, the prélèvement forfaitaire unique. That is simple, but it is also the most expensive path for capital a consultant does not need to spend immediately. The holding structure replaces that flat 30 percent with the régime mère-fille, under CGI Art. 145 and 216: dividends paid from the operating SASU up to the SAS holding are exempt from corporate income tax except for a 5 percent réintégration for costs, producing an effective IS rate on that dividend flow of roughly 0.75 percent — five percent of the 15 percent reduced IS PME rate — instead of 30 percent. On two hundred thousand euros of operating profit that would otherwise sit idle or be reinvested, this difference is not marginal: it is worth more than fifty-eight thousand euros a year in tax that is simply not paid, capital that stays inside the corporate structure and compounds.

Why it matters

Beyond dividend tax, the holding compresses exit capital-gains tax to an effective 1.8% (participation exemption) versus 30% PFU on direct share sale.
A Dutreil pact applied to holding shares gives a 75% abatement on estate transmission value — a materially different inheritance-tax outcome than direct SASU ownership.
The structure only pays for itself above roughly €150-200k annual operating profit — below that, the €3,000-5,000/year dual-entity overhead exceeds the saving.

Key points

Régime mère-fille: dividends paid from SASU to SAS holding taxed at 0.75 % effective IS (5 % réintégration × 15 % IS PME), versus 30 % PFU if extracted personally. [CGI Art. 145 + 216]
Participation exemption: M&A exit via holding taxed at 1.8 % effective IS versus 30 % PFU — critical lever for consultants targeting a €500k–€2M SASU sale. [CGI Art. 219 I a quinquies]
Dutreil pact: 75 % estate abatement on holding shares transmitted to heirs — preserves 75 % of accumulated business wealth intergenerationally. [CGI Art. 787 B]
Administrative overhead: €3,000–€5,000/year for dual-entity accounting, legal support, and banking — justifies activation above €150k–€200k operating profit.
Convention de trésorerie: the cash-management agreement between holding and operating company; mandatory to transfer excess SASU cash to holding without triggering fictitious loan reclassification.
Asset protection: accumulated capital at holding level is ringfenced from SASU operational liability.
Holding Company Structure is mastered only when it changes a named buyer decision.
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Terms used on this page

Régime mère-fille: French corporate tax exemption (CGI Art. 145 + 216) whereby a parent company receiving dividends from a qualifying subsidiary is exempt from IS on those dividends save for a 5 % réintégration for expenses — yielding an effective rate of 0.75 % when IS PME is 15 %.
SAS: Société par Actions Simplifiée — a flexible French corporate form used as the holding vehicle. Requires at least 1 shareholder; no minimum capital; IS-taxed.
SASU: Société par Actions Simplifiée Unipersonnelle — a single-shareholder SAS. The most common operating entity for French freelance consultants; IS-taxed; gérant pays IR on salary.
IS PME: Reduced corporate income tax rate of 15 % applicable to the first €42,500 of taxable profit for qualifying SMEs (CA < €10M, capital fully paid-up, 75 % held by physical persons).
Participation exemption: CGI Art. 219 I a quinquies — applicable when a holding company sells subsidiary shares held for ≥ 2 years; 88 % of the capital gain is exempt, leaving 12 % taxed at IS rate (effective 1.8 % at IS PME 15 %).
Dutreil pact: CGI Art. 787 B — a contractual engagement to maintain shares for ≥ 6 years total (2 pre-transmission + 4 post-transmission). Qualifying shares receive a 75 % abatement on inheritance or gift tax.
PFU: Prélèvement Forfaitaire Unique — France's 30 % flat tax on capital income (12.8 % IR + 17.2 % prélèvements sociaux). The benchmark cost against which holding-structure savings are measured.
Convention de trésorerie: A cash-management agreement between holding and subsidiary authorising the holding to centralise and deploy the subsidiary's treasury. Mandatory to avoid tax authority reclassification of upstream cash transfers as undeclared income or fictitious loans.

Sources

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