France's tax authorities have confirmed that investments made through a société à responsabilité limitée (SARL) do not qualify for the overseas productive investment tax reduction under Article 199 undecies B of the General Tax Code (CGI), although investments approved or ruled on before 30 September 2026 keep their benefits.
France’s General Directorate of Public Finances (DGFiP) published the administrative ruling (rescrit) BOI-RES-BIC-000102 on 30 September 2026 in the Bulletin Officiel des Finances Publiques – Impôts (BOFiP). It clarifies how investments made through a SARL subject to corporate tax are treated under the scheme.
Under the statutory requirement, eligible overseas productive investments may be made through a company limited by shares that is subject to corporate income tax. The authorities consider that this requirement excludes SARLs from such investment arrangements.
The decision rests on paragraph 27 of Article 199 undecies B, I of the CGI. It requires that, where an eligible investment is made through a company subject to corporate tax, the company’s capital be held fully and directly in the form of shares (actions) by individual tax residents of France.
A SARL does not meet this condition. Although it is a capital company subject to corporate tax, its equity is divided into company parts (parts sociales), not shares. Under Article L. 223-12 of the Commercial Code, parts sociales cannot be represented by negotiable instruments, and they are not financial securities under the Monetary and Financial Code. This distinguishes them from shares issued by joint-stock companies such as an SA or SAS.
The ruling does not revoke tax benefits already granted. Investments made through SARLs for which an administrative approval decision (décision d’agrément) or a tax ruling (rescrit) was issued before 30 September 2026 are unaffected.
The authorities said the clarification is intended to harmonise administrative practice and inform investors of the applicable requirements going forward.
