2: Determination of taxable profits

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Article 38 septies

French General Tax CodeIn force

Updated 8 Nov 2023

I.-Capital gains realised on exchanges of agricultural land, carried out as part of a rural land development scheme within the meaning of article L. 121-1 of the Code rural et de la pêche maritime by sociétés d'aménagement foncier et d'établissement rural and sociétés whose principal activity is agricultural, within the meaning of article 63 of this Code, which are liable for corporation tax may, on option, be the subject of a deferral of taxation until one of the events mentioned in II of this article.

The asset(s) given or received in exchange for the farmland may also be shares in companies whose main activity is agricultural within the meaning of Article 63 or whose main purpose is agricultural property.

In the event of an exchange with a balance, the shares will be taxed on a deferred basis until one of the events mentioned in II of this article. In the event of an exchange with a balance, the capital gain realised is included in the profits for the financial year in which the exchange takes place, up to the amount of the balance received.

In the event of an exchange of land for land, the capital gain realised is included in the profits for the financial year in which the exchange takes place. In the case of an exchange of land for company shares, the capital gain realised, after deduction of any balancing payment, on the sale of the shares is included in the profit for the financial year in which the exchange takes place in proportion to the value on the day of the exchange of the company's assets other than agricultural land out of the total assets of the company whose shares are exchanged.

II. II -The deferral of taxation referred to in I is terminated:

1° In the event of the sale of the land received in exchange;

2° In the event of disposal of the shares or units received in exchange or in the event of disposal of the land included in the assets of the company involved in the exchange on the day of the exchange;

In the event of partial disposal of the items included in the assets of the company involved in the exchange. In the event of a partial disposal of the items mentioned in 1° or 2°, the capital gain carried forward is taxable in proportion to the assets disposed of.

Mariela Petrova

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Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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