Calculating the exit tax in 2026: methodology and worked examples

Overall architecture of the calculation

Calculating the exit tax proceeds in four stages: identification of the securities concerned, valuation at fair market value as of the transfer date, determination of the unrealized capital gain, and application of the capital-gains tax regime in force on the transfer date. Article 167 bis CGI does not create a standalone tax with a single rate: it cross-references the rules applicable to the relevant category of gain.

Valuation of securities

Securities listed on a regulated market

For listed securities, the value at the transfer date is, in accordance with the valuation rules applicable to the French real-estate wealth tax to which Article 167 bis, I-2 of the CGI refers, the last known quoted price at the date of transfer or, at the taxpayer's choice, the average of the last thirty quoted prices preceding that date, evidenced by a statement from the custodian. This method is rarely challenged by the tax authorities.

Unlisted securities: the multi-criteria method

For unlisted securities, Article 167 bis, I-2 of the CGI refers to the valuation rules applicable to French gift and inheritance duties: the taxpayer estimates the actual fair market value of the securities at the date of transfer, combining the usual methods (discounted cash flows, multiples of comparable transactions, intrinsic value, asset-based value), weighted on a case-by-case basis. It is in the taxpayer's interest to commission an independent valuation report before departure: this report frames any subsequent debate as a technical matter in the event of an audit.

Calculation of the unrealized capital gain

The unrealized capital gain is the difference between the security's fair market value on the transfer date and its acquisition price. The acquisition price is the price actually paid, increased by acquisition costs and, where applicable, by amounts paid in connection with capital increases or shareholder-loan contributions later capitalized into share capital.

For securities acquired free of charge (inheritance, gift), the acquisition price is replaced by the value retained for the assessment of inheritance or gift duties. Where a Dutreil transfer has benefited from the 75% allowance, it is the full value before the allowance that is retained, not the reduced base — an essential point.

For securities acquired through the exercise of options or BSPCEs, the acquisition price to be used for the unrealised-gain computation is the value of the security on the exercise date: subscription price plus the exercise gain for stock options (Article 80 bis of the CGI), value of the security on the date the warrant is exercised for BSPCEs (Article 163 bis G of the CGI), value at definitive vesting for free shares (Article 80 quaterdecies of the CGI) — the exercise or acquisition gain, which is employment-type income, being excluded from the exit-tax base and taxed under its own regime (BOI-RPPM-PVBMI-50-10-10-20).

Components of the taxable base

• Unrealized capital gains on securities and shareholder rights falling within the scope of article 150-0 A of the CGI.
• Earn-out receivables arising from earn-out clauses signed before departure.
• Capital gains under deferral of taxation, in particular those covered by the deferral of article 150-0 B ter CGI (contribution-disposal to a holding company).

Applicable tax rate in 2026

For a transfer taking place in 2026, the taxpayer has two options:

Holding-period allowances

The holding-period allowances (article 150-0 D CGI) apply only to securities acquired before 1 January 2018 and only if the taxpayer elects the progressive scale. Three tiers: 50% (securities held from 2 to less than 8 years), 65% (at least 8 years), 85% (enhanced allowance for disposal of shares in a new SME, subject to conditions).

Worked example

Unrealized capital gain = 3,000,000 − 50,000 = €2,950,000.

Income tax (PFU 12.8%) = 2,950,000 × 12.8% = €377,600.

Social levies (18.6%) = 2,950,000 × 18.6% = €548,700.

Total exit tax liability = €926,300, not including the exceptional contribution on high incomes where applicable (3% to 4%, Article 223 sexies of the CGI). This amount is due on the transfer date, unless the deferral upon election under paragraph V has been duly obtained.

Common calculation errors

• Undervaluation of unlisted securities (administrative reassessment is virtually systematic on audit).
• Omission of capital gains under deferral of taxation (150-0 B ter), which are nevertheless fully subject to the exit tax.
• Confusion between acquisition price and tax cost basis (especially in cases of successive contributions or mergers).
• Error on the social-levies rate: the new 18.6% rates effective in 2026 must be applied to transfers from 1 January 2026.
• Improper application of holding-period allowances to post-2018 securities.