Client Profile
| Detail | Info |
|---|---|
| Name | Alexandre (anonymized) |
| Age | 34 |
| Nationality | French |
| Residence | Paris, France (12 years) |
| Situation | SaaS startup founder, received €2M acquisition offer |
| Family | Single, no dependents |
The Problem
Alexandre built a SaaS startup over 5 years. A German acquirer offered €2M for 100% of the shares.
If he sold in France:
| Tax | Rate | Amount |
|---|---|---|
| Capital gains (flat tax PFU) | 30% | €597,000 |
| CEHR (high income surtax) | 3% | ~€59,700 |
| Total French tax | ~€656,700 |
After tax: ~€1,343,300
Alexandre came to us 8 months before the deal was expected to close, asking: "Is there a legal way to reduce this?"
The Solution
Phase 1: Pre-Departure Setup (Month 1-3)
Destination: Dubai (UAE)
| Action | Timeline | Cost |
|---|---|---|
| Dubai Freezone company (IFZA) | 2 weeks | €5,200 |
| UAE residency visa | 2 weeks | Included |
| Emirates ID | 1 week | Included |
| Wio bank account (personal) | 3 days | Free |
| Emirates NBD account (business) | 2 weeks | €1,800 |
Phase 2: Fiscal Transfer (Month 4)
| Action | Detail |
|---|---|
| Transfer fiscal domicile | Moved to Dubai, terminated French lease |
| Exit tax declaration (2074-ETD) | Declared €1,990,000 latent gain on startup shares |
| Sursis automatique | Activated — France-UAE tax treaty |
| Established genuine residency | Apartment lease, Emirates ID, utility bills |
Phase 3: Wait Period (Month 4-20)
Alexandre held his shares for the required period. Since he held ≥50% of the company, the 5-year rule applied.
However — Alexandre's plan was different. He didn't want to wait 5 years. He wanted to sell quickly.
Phase 4: The Sale (Month 8)
Alexandre sold his shares 4 months after leaving France.
| Tax event | Detail |
|---|---|
| Sale of shares | €2M, while exit tax sursis was active |
| Exit tax triggered | Yes — sale during sursis period |
| Tax owed to France | 30% of the lesser of: latent gain at departure OR actual gain at sale |
| Actual gain at sale | Same: ~€1,990,000 |
| Exit tax due | €597,000 |
| UAE tax on the gain | €0 |
Wait — so he paid the same amount?
No. Here's where the planning mattered.
The Optimization: Apport-Cession (Article 150-0 B ter)
Before leaving France, Alexandre contributed his startup shares to a holding company (SAS) he created, in exchange for holding company shares. This is an apport-cession — a well-established French tax mechanism.
| Step | Detail |
|---|---|
| Created SAS Holding | Before departure |
| Contributed startup shares to Holding | Asset swap (apport) — no immediate tax |
| Exit tax calculated | On the holding company shares (same latent gain) |
| Holding company sells the startup | Post-departure, from France |
| Reinvestment obligation | 60% of proceeds reinvested within 2 years in qualifying economic activity |
Result:
| Element | Amount |
|---|---|
| Sale proceeds | €2,000,000 |
| 60% reinvested (in new SaaS project via Dubai company) | €1,200,000 |
| 40% freely available | €800,000 |
| Exit tax on the apport | Deferred (sursis maintained via reinvestment) |
| UAE tax on proceeds | €0 |
| Effective tax paid | €0 (as long as reinvestment conditions met) |
Timeline
Month 0 → Engaged Private Office
Month 1-3 → Dubai setup (company, visa, banking)
Month 4 → Fiscal domicile transferred
Month 4 → Exit tax declaration filed (sursis active)
Month 8 → Holding sells startup shares
Month 9 → Proceeds received by holding
Month 10 → Reinvestment begins (new project via Dubai entity)
Month 24 → 60% reinvestment deadline met
Month 60 → Exit tax on original apport → dégrèvement (cancellation)
Final Numbers
| Scenario | Tax paid | Net proceeds |
|---|---|---|
| Sell in France, no planning | €656,700 | €1,343,300 |
| Relocate + apport-cession + reinvestment | €0* | €2,000,000 |
| Savings | €656,700 |
*Conditional on maintaining reinvestment for 2 years and holding for 5 years post-departure.
Services Used
| Service | Cost |
|---|---|
| Private Office — Plan B Fiscal UAE (Light) | €15,000 |
| French tax advisor (apport-cession structuring) | €8,000 |
| Notary fees (apport) | €3,000 |
| Total structuring cost | €26,000 |
| Net benefit | €630,700 |
Key Takeaways
- The exit tax doesn't have to be a barrier — with proper planning, it can be legally managed
- Apport-cession requires genuine reinvestment — this isn't a paper exercise
- The 60% reinvestment rule means the founder must actually deploy capital into a new project
- Starting the process 8-12 months before a sale is ideal — last-minute planning limits options
- Genuine establishment of foreign residency is non-negotiable