No finding of willful noncompliance without proof of the taxpayer's involvement

A holding company governed by partnership law, whose sole purpose was to hold shares in a general partnership (SNC), transferred those shares to a simplified joint-stock company (SAS).

Following a tax audit,administration that the capital gain reported on the sale of the securities was incorrect and, in particular, issued a tax assessment to the minority shareholder of the holding company.

It further found that the taxpayer, a minority partner, had intentionally evaded the tax on this capital gain and imposed a 40% penalty for willful misconduct.

The Administrative Court of Appeal, to which the case was referred, noted, however, thatadministration argue that the taxpayer had played an active role in the management of the holding company.

The Court further notes that while the taxpayer was the operations manager of the SNC whose shares were sold and was in a position to be informed of the company’s financial situation, this does not prove that she participated in the actions that led to the understatement of the capital gain, asadministration had argued.

The Court also rejects theadministration argumentsadministration the taxpayer was a real estate professional simply because she held interests in the family group and had previously offset losses from the SNC against her total income.

The Court has thus overturned the application of surcharges for willful noncompliance.

CAA Marseille, Jan. 15, 2026, No. 24MA02301

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