Turning individual business by input into business
Verified 21 February 2026 - Entreprendre Service Public / (Prime Minister)
In the perspective of its development or transmission, the individual entrepreneur can contribute his professional heritage, by setting up a new business, or by opting for the assimilation to an EURL subject to business tax (IS). He then decides to contribute all or part of his assets to an existing business.
He can also only bring his business to a business (without debts and receivables and without the premises he would possibly own).
The transformation into a business can also take the form of a transfer of individual business to the newly created business.
Contribution of professional assets
The business of individual business implies the « universal transmission of professional heritage (TUPP) », i.e. the contribution of all assets, rights, obligations and collateral necessary for the activity.
In other words, the individual entrepreneur brings theactive of the company (components of the goodwill in particular) and its passive (debts, collateral).
Concretely, it brings the goodwill including the following:
- Customers
- Ensign and trade name
- Right to lease : right to take over from the holder of a commercial lease, to occupy the premises and to enjoy a right to renewal of the lease
- Furniture, hardware and tooling : vehicles, machinery, computers, offices
- Stock and goods
- Intellectual property rights : patents, software, trademarks, domain name
- Money : cash fund, any sum in cash kept at the place of exercise of the professional activity and the sums entered in the bank accounts dedicated to this activity
- Employment and insurance contracts
In addition, a universal transfer of professional assets involves the contribution of these other elements:
- Immovable property used for the activity (if the contractor owns it)
- Receivables : amounts due from customers but not yet settled
- Collateral : pledge the business, pledge on inventory, for example
- Debts repayment of bank loans and operating debts (e.g. to a supplier). The assignment of a debt requires the written consent of the creditor. However, social contributions and contributions debts are not included in the transfer.
FYI
If the contractor is married under the community regime reduced to accruals (default matrimonial regime), it must obtain the agreement of his spouse to bring the business and/or the premises in business.
The universal transfer of professional assets (TUPP) is the regime default. On the contrary, the contractor may carry out a non-full transfer and bring elements in isolation. For example, the contribution of the only business without the real estate and debts of the company is possible.
When providing individual business (IE) in business, the contractor feeds social capital of the new business. In return, it becomes an associate and obtains social rights (right to vote and dividends) to the extent of its contribution.
The contractor may be required to carry out different types of inputs :
- Cash contribution
- Contribution in kind
- Contribution to industry
Cash contribution
THEcash contribution consists, for the individual contractor, in bring a sum of money making available to the business. This amount of money is involved in the training of share capital. Depending on the legal status of the recipient business (SARL/EURL, SAS/SASU, SA ...), the payment of the contribution is strictly regulated by law or organized freely by the statutes.
Please note
An executive who makes a cash contribution for the benefit of his business may benefit from a income tax reduction. This is the " IR-PME reduction » equal to 18% the amount of payments made, subject to certain ceilings.
Contribution in kind
When he performs a contribution in kind (goods other than money), the individual contractor can choose between 3 types of inputs :
- Contribution in ownership
- Contribution in usufruct
- Contribution to enjoyment
The type of intake will set the scope of the rights provided to the business.
Contribution in ownership
The most common contribution is the contribution of ownership. It translates into 2 following items :
- The property business is transferred to the business.
- The business is set to the effective disposition business.
In the context of a contribution of ownership, the business becomes owner of the property. The individual contractor must deliver the goods as soon as the business is registered in RCS: titleContent and at RNE: titleContent. After the contribution, the business can freely dispose of the property and even sell it.
In usufruct
A contribution of usufruct consists, for the individual entrepreneur, in granting the business the right to use the property and to receive the income generated by this use. The business receiving the contribution shall be: " the usufructuary ».
On the other hand, the contractor retains the bare-property good brought. In other words, he can no longer use and collect the income from this property. The bare owner can only sell or give away the property, with the agreement of the usufructuary.
The contribution of usufruct therefore results from a dismemberment of property rights, with the transfer of a real right to the business.
In enjoyment
The contribution to enjoyment consists, for the individual entrepreneur, to make property available to the business for a specified period (e.g. business period), while remaining the owner said property.
In concrete terms, the contractor allows the business to use the property but without transferring any real right. The property is not part of the shareable asset and cannot be seized by the business' creditors. The individual entrepreneur has thus the assurance of recovering his property the dissolution of the business.
The realization of a contribution in use can relate to a wide variety of goods (immovable, equipment or goodwill…). Where the contribution to enjoyment relates to fungible property, i.e. goods which are interchangeable (e.g. mass-produced furniture, cereals, diesel): they may be used or consumed by the business, which must make them of equal quantity, quality and value, after the agreed period has expired.
Whether it is a contribution of ownership, usufruct or enjoyment, the conditions of the contribution must be included in statutes of the business or in a contribution agreement annexed to the articles of association.
Contribution to industry
THEcontribution to industry consists, for the rapporteur, in devoting his activity to the affairs of the business. It shall make its technical or professional knowledge, experience and relationships.
Please note
The rapporteur may not engage in a concurrent activity. He may engage in an activity foreign to the social object provided that he has sufficient time to devote to social affairs.
Contributions to industry must be mentioned in the statutes. The partner who brings his industry must carry out his activity during the entire business period. However, it is possible that the statutes provide for a shorter duration.
A contribution to industry does not feed social capital. However, it gives rise to theallocation of company titles (shares or shares) to the transferor, who contributes to the company's losses in the amount of its contribution. If the contributor withdraws from the business or if he ceases to honor his contribution, his shares are canceled.
In addition, the contribution to industry disappears with the death of the contributor, without possible transmission to the heirs or heirs. These titles in industry cannot be or sold, or data.
Please note
Inputs to industry are not not allowed in the public limited companies (SA).
Universal transmission as business input must respect the 3 conditions following:
- THEavailable asset of professional assets must enable coping to his current liability. Otherwise, the newly created business would be able to cessation of payments and would risk the opening of a collective procedure.
- The contractor must not have been hit with personal bankruptcy or a prohibition to manage a company.
- Assets constituting a contribution in kind (e.g. goodwill) must be subject to the assessment of a reporting commissioner. In SARL and SAS, the partners may unanimously decide that such intervention is not necessary, provided that each contribution in kind is of a value less than €30,000 and that all such contributions in kind do not exceed half of the share capital.
FYI
If the contractor is married under the community regime reduced to accruals (default matrimonial regime), he must obtain theagreement of spouse to bring the business and/or the premises in business.
The formalities of advertising are mandatory and make it possible to make the business enforceable against third parties.
Publication in Bodacc or in a legal advertising medium
The individual entrepreneur has the choice between 2 means of publication :
- Either publication at Bodacc
- Either publication in a legal advertising medium
Publication in Bodacc
The contractor has a period of1 month from the transfer of assets to publish a notice to the Official bulletin of civil and commercial announcements (bodacc.fr).
To publish the notice, the contractor must contact (on site or by mail) the registry of the commercial court on which depends the seat of his company. The Registry will transmit the opinion directly for publication on the dedicated website bodacc.fr.
The notice must include the following entries :
- Birth name, usage name, first names and, if applicable, business name of the individual contractor
- Professional activity and APE code
- Address of the principal establishment or, in the absence of such establishment, the address of the dwelling-place where the transferred company is fixed
- Siren Number
- Company name, shape, address of the registered office, amount of capital of the business receiving the contribution.
In addition, the notice must be accompanied by a descriptive statement of professional heritage. It shall contain the following information:
- Overall value of the asset
- List of collateral from which the contractor benefits and the amounts of the claims secured by them
- Total value of liabilities
- List of professional assets subject to a security right and, for each of the assets concerned, the nature of the security right and the amount of the secured claim
The descriptive state is established by taking into account the last closed accounting year updated on the date of transfer, or, for individual contractors not subject to accounting obligations, on the date resulting from the agreement of the parties.
Publication in a legal advertising medium
The contractor has a period of1 month from the transfer of assets to publish a review in a support for legal announcements.
In addition, the notice must be accompanied by a descriptive statement of professional heritage. It shall contain the following information:
- Overall value of the asset
- List of collateral from which the contractor benefits and the amounts of the claims secured by them
- Total value of liabilities
- List of professional assets subject to a security right and, for each of the assets concerned, the nature of the security right and the amount of the secured claim
The descriptive state is established by taking into account the last closed accounting year updated at the date of transfer, or, for individual contractors not subject to accounting obligations, at the date resulting from the agreement of the parties.
Once the publication is completed, a certificate of publication the notice of amendment shall be issued.
Please note
If the individual contractor brings the premises owned by him into business, the contribution must be recorded in the land advertising service by the notary.
Opposition by creditors
The creditors of the company have a period of1 month from the time of advertising for oppose the transfer of professional heritage.
Creditors shall indicate by registered letter with acknowledgement of receipt or by extrajudicial act , the amount and causes of the claim.
The judge examines the merits of the claim and orders, if necessary, the repayment of the debt. In this case, the contractor is committed to all its movable and immovable property present and future (with the exception of its principal residence).
By contrast, the opposition does not prevent the universal transfer of assets which takes place at the expiry of the opposition period.
To obtain ownership or enjoy the property brought, the business must first proceed to its registration at RCS: titleContent and at RNE: titleContent. It is only from this registration that the business obtains legal personality and its own heritage.
Please note
We explain how to create a business and how to register it with the RCS and the RNE.
The contribution of professional heritage to a business is analyzed as a termination of company which must be declared on the website of company formalities window, in the 45 days that follow publication in a support for legal announcements.
From a tax point of view, the cessation of activity implies the realization of 2 steps :
- One declaration of result : it allows the immediate taxation of operating profits carried out by the company during the financial year and the taxation of capital gains.
- One recording of the contribution with the tax department of registration.
Declaration of result
In order to establish the tax, the contributor must carry out a declaration of result for the financial year ended by the contribution.
The approach to be taken varies under the tax system of the company contributed: income tax (BIC), income tax (BNC), business tax (IS).
BIC company
The rapporteur must carry out a income statement no. 2031 in the 60 days from the publication of the assignment in a support for legal announcements.
BNC company
The rapporteur must carry out a income statement no. 2035 in the 60 days from the publication of the assignment in a support for legal announcements.
Non-Commercial Profit Reporting (BNC) - Controlled Reporting Regime
Company on IS
The rapporteur must carry out a income statement no. 2065 in the 60 days from the publication of the assignment in a support for legal announcements.
The declaration must be made by electronic means, in EDI-TDFC mode. This is the transmission of declarations from the accounting files, through a EDI partner (e.g. chartered accountant, specialized service provider).
In addition, the contributor must attach to his declaration of result a deferral of tax capital gains tracking report.
Declaration of capital gains as tax deferral
Please note
The business receiving the contribution must hold a register of capital gains on non-depreciable items whose taxation has been deferred. Otherwise, the business shall be liable to a fine fixed at 5% amounts omitted.
Taxation of profits and capital gains
The contribution of professional assets results in the income tax (IR) of profits not yet taxed completed since the end of the last fiscal year.
In addition, the contribution gives rise to the taxation of professional capital gains at the reduced rate of 12.8% for the long-term capital gains and the progressive rate of income tax (0 to 45%) for short-term capital gains.
As a reminder, the capital gain is calculated from the sale price less net book value of the input.
In the case of business, the transfer price is the value of the contribution, i.e. the real value of the securities received as remuneration for the contribution. However, the real value of the assets contributed will be retained if it is greater than the value of the securities received in return for the contribution.
As for the net book value, it refers to the original value of the goods brought in. For the depreciable items, the original value shall be reduced by depreciation and depreciation for the tax base. As such, if the business was created by the transferor, the entire sale price is used to determine the capital gain.
An individual business that opts for assimilation to an EURL is subject to business tax (IS). This assimilation is considered for tax purposes as a cessation of activity, with immediate taxation of profits and capital gains realized.
However, it is possible to opt for the tax neutrality of capital gains realized on assimilation to EURL. The entrepreneur who opts fortax on businesses must act within the first 3 months of the financial year in which it wishes to see the option applied. For example, if the accounting year ends on December 31, 2026, the option must be made before March 31, 2026.
Since 1er January 2026, the individual business which has opted for the IS and which contributes all its assets to a business subject to the IS may, on option, benefit from a tax neutrality mechanism. This makes it possible to neutralize or defer taxation capital gains and profits recorded at the time of the contribution. The business subject to the IS and which is the beneficiary of the contribution is taxed on the profits transferred.
To benefit from this scheme, the option must be exercised jointly by the IS individual business and the business receiving the contribution.
The beneficiary business attaches to its income statement (No. 2065) a report on the follow-up of capital gains.
Please note
This system also applies in the case of the contribution of a complete branch of activity.
The provider may opt for a deferral of taxation of capital gains offering him the following 2 opportunities:
- Defer the taxation of capital gains realized on non-depreciable items until the sale (sale, contribution in business, exchange), repurchase or cancelation of the company shares received as remuneration for the contribution. In the event of a sale, the capital gains become taxable in the name of the transferor in respect of the year in which the event occurs and at the rates in force on that date.
- Avoiding the taxation of capital gains on depreciable items. These capital gains will therefore not be taxable in the name of the contributor, they will be reintegrated into the taxable income of the business over a maximum period of 5 years (15 years for buildings).
Please note
The contributor and the business must jointly exercise the option for tax deferral in the instrument of contribution or constitution of the business. Otherwise, the capital gain is taxable immediately.
Registration of the contribution
When placing the individual business in business, the provider must save transformation with the registration tax department.
According to the new business tax system who collects the contribution (income tax or business tax), the contributor may be required to pay a registration fee.
Business subject to IR
The record is free where the business receiving the contribution is subject to theIncome tax (IR).
Who shall I contact
Business subject to IS
The record is fee-paying where the business receiving the contribution is subject to thebusiness tax (IS).
The registration fee is calculated on the value of the goods brought in, as follows:
- 0% until €23,000
- 3% enter €23,001 à €200,000
- And 5% beyond €200,000
For immovable property, the rate is fixed at 5%.
However, the contribution is recorded for free if the rapporteur undertakes to keep the company titles for 3 years (shares) received in consideration for the contribution.
Who shall I contact
Please note
Inputs liable to TVA (e.g. contributions of buildings or building land) are recorded free of charge.
Tax deferral when the assets are transferred to a business subject to the IS
Contribution of goodwill
When putting the company on the business, the individual entrepreneur can bring isolated elements without making a full transfer of his professional assets.
Concretely, it brings the goodwill including the following:
- Customers
- Ensign and trade name
- Right to lease : right to take over from the holder of a commercial lease, to occupy the premises and to enjoy a right to renewal of the lease
- Furniture, hardware and tooling : vehicles, machinery, computers, offices
- Intellectual property rights : patents, software, trademarks, domain name
- Money : cash fund, any sum in cash kept at the place of exercise of the professional activity and the sums entered in the bank accounts dedicated to this activity
- Employment and insurance contracts
- Stock and goods
The contribution does not have to cover the entire fund, but must include its essential elements, namely the clientele and the elements that allow the conservation and exploitation of this clientele (commercial lease, commercial name, sign, equipment...).) For example, the consignor may keep stocks provided that they are not indispensable the continuation of the activity by the beneficiary business.
FYI
If the contractor is married under the community regime reduced to accruals (default matrimonial regime), it must obtain the agreement of his spouse to bring the business and/or the premises in business.
When providing individual business (IE) in business, the contractor feeds social capital of the new business. In return, it becomes an associate and obtains social rights (right to vote and dividends) to the extent of its contribution.
The contractor may be required to carry out different types of inputs :
- Cash contribution
- Contribution in kind
- Contribution to industry
Cash contribution
THEcash contribution consists, for the individual contractor, in bring a sum of money making available to the business. This amount of money is involved in the training of share capital. Depending on the legal status of the recipient business (SARL/EURL, SAS/SASU, SA ...), the payment of the contribution is strictly regulated by law or organized freely by the statutes.
Please note
An executive who makes a cash contribution for the benefit of his business may benefit from a income tax reduction. This is the " IR-PME reduction » equal to 18% the amount of payments made, subject to certain ceilings.
Contribution in kind
When he performs a contribution in kind (goods other than money), the individual contractor can choose between 3 types of inputs :
- Contribution in ownership
- Contribution in usufruct
- Contribution to enjoyment
The use of reporting commissioner is mandatory for the evaluation of the business provided. Nevertheless, in SARL and SAS, the partners may unanimously decide that such intervention is not necessary, provided that each contribution in kind is of a value less than €30,000 and that all such contributions in kind do not exceed half of the share capital.
Please note
The use of a contribution commissioner is optional for the sole shareholder of an EURL or an SASU, natural person, if he brings an item appearing on the balance sheet of his individual business before the constitution of the business.
The type of intake will set the scope of the rights provided to the business.
Contribution in ownership
The most common contribution is the contribution of ownership. It translates into 2 following items :
- The property business is transferred to the business.
- The business is set to the effective disposition business.
In the context of a contribution of ownership, the business becomes fund owner. The individual contractor must issue the fund as soon as the business is registered in RCS: titleContent and at RNE: titleContent. After the contribution, the business can freely dispose of the business and even sell it.
In usufruct
A contribution of usufruct consists, for the individual entrepreneur, in granting the business the right to use the fund and to collect the income generated by such use. The business receiving the contribution shall be: " the usufructuary ».
On the other hand, the contractor retains the bare-property good brought. In other words, he can no longer use and collect the income from this property. The bare owner can only sell or give away the property, with the agreement of the usufructuary.
The contribution of usufruct therefore results from a dismemberment of property rights, with the transfer of a real right to the business. This mechanism is very rare in practice.
In enjoyment
The contribution to enjoyment consists, for the individual entrepreneur, make the business available to the business for a determined time (length of business), while remaining the owner of the said fund.
In concrete terms, the contractor allows the business to use the fund but without transferring any real right. The fund is not part of the shareable asset and cannot be seized by the business' creditors. The individual entrepreneur has thus the assurance of getting his fund back at the dissolution of the business.
The contribution of a business in business must be recognized by a authentic written act or under private seing, barely void. In practice, this obligation is satisfied by the reference to contributions in the statutes, which must be established in writing.
Contribution to industry
THEcontribution to industry consists, for the rapporteur, in devoting his activity to the affairs of the business. It shall make its technical or professional knowledge, experience and relationships.
Please note
The rapporteur may not engage in a concurrent activity. He may engage in an activity foreign to the social object provided that he has sufficient time to devote to social affairs.
Contributions to industry must be mentioned in the statutes. The partner who brings his industry must carry out his activity during the entire business period. However, the statutes may provide for a shorter duration.
A contribution to industry does not feed social capital. However, it gives rise to theallocation of company titles (shares or shares) to the transferor, who contributes to the company's losses in the amount of its contribution. If the contributor withdraws from the business or if he ceases to honor his contribution, his shares are canceled.
In addition, the contribution to industry disappears with the death of the contributor, without possible transmission to the heirs or heirs. These titles in industry cannot be or sold, or data.
Please note
Inputs to industry are not not allowed in the public limited companies (SA).
The formalities of advertising are mandatory and make it possible to make the business enforceable against third parties.
Publication in a legal advertising medium and in Bodacc
The individual contractor must publish the contribution of the business in a support for legal announcements, in the 15 days from the contribution.
The advertisement must include the mentions following:
- Elements concerning the registration of the act (office, volume, number)
- Date of deed of assignment
- Names, forenames and domicile of the rapporteur
- Name and seat of the business receiving the contribution
- Nature and seat of the fund
- Evaluation of the Fund
- Deadline for possible opposition by creditors
In addition, the rapporteur must request the registrar of the commercial court within 3 days following the insertion into a medium of legal announcements.
The Clerk shall then publish a notice within the Official bulletin of civil and commercial announcements (Bodacc).
Opposition by creditors
In the 10 days following the last publication, any creditor of the transferor may inform the registry of the commercial court of his status as creditor and the amount of sums due to him.
Therefore, the entrepreneur and the new business have 15 days to settle their debts. It is also possible to cancel the contribution.
To obtain ownership or enjoy the property brought, the business must first proceed to its registration at RCS: titleContent and at RNE: titleContent. It is only from this registration that the business obtains legal personality and its own heritage.
Please note
We explain how to create a business and how to register it with the RCS and the RNE.
The contribution of the goodwill to a business is analyzed as a termination of company which must be declared on the website of the company formalities window, in the 45 days that follow publication in a support for legal announcements.
From a tax point of view, the cessation of activity implies the realization of 2 steps :
- One declaration of result : it allows the immediate taxation of operating profits carried out by the company during the financial year and at the taxation of capital gains.
- One recording of the contribution with the tax department of registration.
Declaration of result
In order to establish the tax, the contributor must carry out a declaration of result for the financial year ended by the contribution.
The approach to be taken varies under the tax system of the company contributed: income tax (BIC), income tax (BNC), business tax (IS).
BIC company
The rapporteur must carry out a income statement no. 2031 in the 60 days from the publication of the assignment in a support for legal announcements.
BNC company
The rapporteur must carry out a income statement no. 2035 in the 60 days from the publication of the assignment in a support for legal announcements.
Non-Commercial Profit Reporting (BNC) - Controlled Reporting Regime
Company on IS
The rapporteur must carry out a income statement no. 2065 in the 60 days from the publication of the assignment in a support for legal announcements.
The declaration must be made by electronic means, in EDI-TDFC mode. This is the transmission of declarations from the accounting files, through a EDI partner (e.g. chartered accountant, specialized service provider).
In addition, the contributor must attach to his declaration of result a deferral of tax capital gains tracking report.
Declaration of capital gains as tax deferral
Please note
The business receiving the contribution must hold a register of capital gains on non-depreciable items whose taxation has been deferred. Otherwise, the business shall be liable to a fine fixed at 5% amounts omitted.
Taxation of profits and capital gains
The contribution of the goodwill leads to the income tax (IR) of profits not yet taxed completed since the end of the last fiscal year.
In addition, the contribution gives rise to the taxation of professional capital gains at the reduced rate of 12.8% for the long-term capital gains and the progressive rate of income tax (0 to 45%) for short-term capital gains.
As a reminder, the capital gain is calculated from the sale price less net book value of the input.
In the case of business, the transfer price is the value of the contribution, i.e. the real value of the securities received as remuneration for the contribution. However, the real value of the goodwill will be retained if it is greater than that of the securities received in return for the contribution.
As for the net book value, it refers to the original value of the goodwill. As such, if the business was created by the transferor, the entire sale price is used to determine the capital gain.
An individual business that has opted for a assimilation to EURL obeys the regime ofbusiness tax (IS).
Consequently, its profits and professional capital gains are taxed to the extent of 25%.
One reduced rate 15% applicable to small and medium-sized companies with a duty-free turnover not exceeding €10 000 000 and whose capital is fully paid up and held for at least 75% by natural persons. This rate applies to the share of profits up to €42,500. Beyond that, the tax rate is 25%.
The provider may opt for a deferral of taxation of capital gains offering him the following 2 opportunities:
- Defer the taxation of capital gains realized on non-depreciable items until the sale (sale, contribution in business, exchange), repurchase or cancelation of the company shares received as remuneration for the contribution. In the event of a sale, the capital gains become taxable in the name of the transferor in respect of the year in which the event occurs and at the rates in force on that date.
- Avoiding the taxation of capital gains on depreciable items. These capital gains will therefore not be taxable in the name of the contributor, they will be reintegrated into the taxable income of the business over a maximum period of 5 years (15 years for buildings).
Please note
The contributor and the business must jointly exercise the option for tax deferral in the instrument of contribution or constitution of the business. Otherwise, the capital gain is taxable immediately.
Registration of the contribution
When placing the individual business in business, the provider must save transformation with the registration tax department.
According to the new business tax system who collects the contribution (income tax or business tax), the contributor may be required to pay a registration fee.
Business subject to IR
The record is free where the business receiving the contribution is subject to theIncome tax (IR).
Who shall I contact
Business subject to IS
The record is fee-paying where the business receiving the contribution is subject to thebusiness tax (IS).
The registration fee is calculated on the value of the goods brought in as follows:
- 0% until €23,000
- 3% enter €23,001 à €200,000
- And 5% beyond €200,000
For immovable property, the rate is fixed at 5%.
However, the contribution may be recorded for free if the rapporteur undertakes to keep the company titles for 3 years (shares) received in consideration for the contribution.
Who shall I contact
Please note
Inputs liable to TVA (e.g. contributions of buildings or building land) are recorded free of charge.
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Transfer of professional assets
Transfer of professional assets (regulatory part)
Deferral of tax on the transfer of professional assets to a business subject to the IS
Recording of contributions
Transfer of goodwill
Spouse's agreement required
Taxation regime for capital gains
Individual business opting for the assimilation to a single personal company with limited liability
Taxation regime for capital gains