Why structure your wealth as a manager?
The manager of a company combines two assets that follow different logics: his professional assets, made up of the shares he holds in his companies, and his private assets, composed of his personal assets, his savings and his real estate assets. Without appropriate structuring, the border between the two is porous, taxation is often suboptimal, and transmission becomes complex and expensive.
Wealth structuring is not reserved for large groups. It is primarily of interest to SME managers, liberal professions and entrepreneurs who wish to anticipate the sale of their business, protect their loved ones or prepare for retirement under controlled fiscal conditions.
The holding company: a central structuring tool
The creation of a holding company is often the first step in a wealth structuring strategy. A holding company is a company whose purpose is to hold participations in other companies. It can be purely passive or also carry out a management or service activity for its subsidiaries.
The tax advantages of the mother-daughter regime
When the holding holds at least 5% of the capital of a subsidiary, it can benefit from mother-daughter diet, which allows dividends received from the subsidiary to be exempt from corporate tax, with the exception of a 5% share of expenses and expenses. In concrete terms, dividends going from the subsidiary to the holding company are effectively taxed at less than 2%, instead of 30% of the flat tax if the manager receives them directly personally.
This advantage allows the holding company to capitalize the profits and reinvest them in new activities, in real estate or in financial investments, without immediate tax cuts.
Fiscal integration
If the holding holds at least 95% of the capital of its subsidiaries, it can opt for fiscal integration regime. This regime makes it possible to consolidate the group's fiscal results: the profits of one subsidiary can offset the deficits of another, thus reducing the overall tax burden.
The holding company is not an artificial construction: it is a wealth management tool that offers real tax levers, provided that it is sized according to the concrete situation of the manager.
The dismemberment of shares
The Dismemberment of property is a civil-fiscal mechanism that makes it possible to separate the bare ownership of a property or social titles from their usufruct. In the context of an early transfer, the manager can give bare ownership of his shares to his children while maintaining usufruct — that is to say the right to dividends and, in some cases, voting rights.
The tax benefit is considerable: the taxable base for calculating gift tax is the value of the bare ownership only, determined according to the age of the usufructuary according to a legal scale. The sooner the manager gives, the more the bare ownership is taxable at a low value, and the greater the tax savings.
Upon the death of the donor-usufructuary, full ownership is automatically restored in the hands of the non-owners, with no additional inheritance tax.
The Dutreil pact: transfer the company with reduced taxation
The Dutreil pact, provided for in articles 787 B and 787 C of the General Tax Code, is a business transfer device allowing to benefit from an allowance of 75% on the value of the shares transmitted, whether by donation or by inheritance.
To benefit from it, several conditions must be met:
- one collective conservation commitment (ECC) of at least 2 years, taken by the donor and other partners, covering at least 17% of the financial rights in SAS or 34% in partnerships;
- one individual conservation commitment (EIC) for 4 years from the date of transmission, taken by each beneficiary;
- TheExercising a managerial function for the duration of the ECC and the 3 years following transmission.
The Dutreil pact can be combined with a division of shares and a donation-sharing to amplify the fiscal effect. In some cases, the tax base may be reduced to 12.5% of the real value of the business.
Anticipate rather than suffer
The asset structure of a manager is not a subject to be dealt with on the eve of the sale or at the time of retirement. The sooner it is put in place, the more effective it is. Donations must be part of a global strategy, taking into account the estimated value of the company, the family situation and the objectives of transfer.
- The valuation of the company : a transfer carried out during a period of high valuation costs more in rights. Anticipating makes it possible to transmit when the value is still moderate.
- Direct line allowances : each parent can donate up to 100,000 euros per child every 15 years duty-free, which invites donations to be spread over time.
- The matrimonial regime : depending on the regime chosen, the spouse's situation in the event of death or divorce can be very different. A comprehensive asset audit is required before any decision is made.
The tools exist, but how effective they are depends on how they are combined and when they are activated. A wealth strategy is built over time.
The firm Aknin Associés supports managers in the structuring and transmission of their professional assets, by coordinating the legal, fiscal and family approach to build tailor-made and sustainable solutions.
