Question 7381 — taxes and duties

Summary

Mr. Jean-Didier Berger questions the Minister of the Economy, Finance and Industrial and Digital Sovereignty on the position of the tax administration regarding fiscal neutrality during the transformation of an individual company with limited liability (EIRL) into a capital company. Currently, for EIRLs having opted for corporate tax, the contribution or transfer made for the benefit of a company necessarily leads to the tax consequences of a dissolution and liquidation of the EIRL, within the meaning of article 201 of the general tax code (CGI), with a principle of taxation of the EIRL on the capital gains it has realized and a taxation of the liquidation bonus in the category of income from movable capital. This position is very penalizing for entrepreneurs who wish to change their mode of exercise by moving from a company individual to a company. In addition, it leads to unequal treatment between EIRLs with corporate tax, which cannot benefit from a tax deferral, and other legal forms, in particular: sole proprietorships (EI) and EIRLs with income tax, which can benefit from a tax deferral, under article 151 octies of the CGI); single-member companies with limited liability (EURL) and limited liability companies (SARL), which can benefit from a tax deferral, under article 150-0 B ter of the CGI. This situation insulates EIRLs from corporate income tax and hinders the evolution of the entrepreneurs concerned towards another form of company. However, article 1655 sexies of the CGI provides that an individual entrepreneur who carries out his activity within the framework of an EIRL can already opt for assimilation to an EURL. Consequently, if the EIRL is transformed into a real EURL and it is no longer simply an assimilation, this operation should be fiscally neutral, provided that no modification is made to the registration values. Today, the positions of local tax centers differ on this subject, leading to a new inequality of treatment between entrepreneurs in the territory. national. Thus, in continuation of the law of February 14, 2022 in favor of independent professional activity, which aims to support the extinction of EIRLs, he asks whether he plans to modify article 151 octies of the CGI or article 150-0-B ter of the CGI, in order to allow the possibilities of fiscal neutrality to be broadened when transforming an EIRL for corporate tax into a capital company.

Machine translation from French. The official text remains authoritative.

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