Liquidation surplus (boni de liquidation)

Sources and assumptions

• entreprendre.service-public.gouv.fr — F23744 — tax year 2026, verified on September 17, 2026

  Excerpt from the source : « Le boni est soumis à une taxation de 2,5 %. »

• service-public.gouv.fr — F34913 — tax year 2026, verified on September 4, 2026

  Excerpt from the source : « Le prélèvement forfaitaire unique est constitué de l'impôt sur le revenu (12,8 %) et des prélèvements sociaux. »

• service-public.gouv.fr — F34913 — tax year 2026, verified on September 4, 2026

  Excerpt from the source : « Le taux des prélèvements sociaux sur les revenus de placements passe à 18,6 % à compter du 1er janvier 2026. »

Calculation assumptions

• Corporation-tax companies only. All the tax doctrine used here — the definition of the surplus, the partition duty, the flat-rate withholding — is published for companies liable to corporation tax. A partnership still taxed under income tax, a French SCI in particular, follows a different regime: its members are taxed on profits as they arise, and the partition does not produce the same surplus. This calculator does not model it.
• The shareholder is assumed to be an ORIGINAL SUBSCRIBER. Article 161 of the French tax code caps the taxable surplus at the acquisition price of the shares where they were BOUGHT: a shareholder who joined later is taxed only on what exceeds what they paid, and on nothing at all where the repayment falls below that price. Since the acquisition price is not an input here, the surplus shown is the original subscriber's — it is OVERSTATED, sometimes entirely, for anyone who bought their shares.
• The contributions you enter are taken as given. The engine does not reconstruct assimilated contributions — amortised capital that has already borne tax, reserves formerly incorporated into capital, share premiums — which add to real contributions and reduce the surplus accordingly.
• The net assets entered are what remains AFTER liabilities are settled: corporate income tax on the final period, capital gains on asset disposals, closing VAT and payroll tax are not computed here.
• The shareholder is an individual resident in France. A corporate shareholder falls under a different regime — capital gains on securities, or the parent-subsidiary regime — which this engine does not price.
• The partition duty is charged on the net assets shared as you enter them, taken as they stand: the base is everything that is shared, including the contributions repaid, and not the surplus alone (CGI, art. 747). The reductions of that base allowed by the tax doctrine are not priced here: balancing payments (soultes) and capital gains, which are deducted from the net assets shared, and the repayment of shareholder current-account advances, treated as loans rather than contributions.
• Tax on the surplus is computed under the flat tax (prélèvement forfaitaire unique), inherited from the "Flat tax / PFU" calculator. The global election for the progressive income tax scale is not priced here.
• The share you enter applies identically to the surplus, to the contributions repaid and to the partition duty. An uneven split between shareholders, or contributions of differing size, must be entered shareholder by shareholder.
• A liquidation shortfall (mali) is flagged and quantified, but nothing beyond it is: neither its possible deductibility in the shareholder's hands, nor any offset against other income.