A 5% registration fee applies to the repurchase of shares by an OPCI for the purpose of reducing its capital

Following the sale of a real estate asset, an OPCI decided to repurchase its own shares, which were held by its shareholder, in order to reduce its capital.

Following a tax audit, the French Public Revenue Service (administration ) determined that this buyout was subject to registration fees at a rate of 5 percent, a determination that was contested by the OPCI.

The Court of Cassation, to which the case was referred, initially ruled that the procedure initiated by theadministration was in accordance with the law.

In particular, it argues that the shareholder was not a party to the share repurchase agreement, that he was not jointly and severally liable for the registration fees, and that, consequently, there was no obligation to notify him of all proceedings in the case.

It further holds that the tax regimegoverning “the repurchase of their own shares by open-end real estate investment companies [deviates] from the general law governing corporate capital transactions, in particular the rules governing the taxation of capital reduction transactions, both before and after the entry into force of Article 814 C of the General Tax Code, regardless of whether the repurchase in question constitutes a means of implementing a decision to reduce capital.”

She thus asserts that the OPCI’s repurchase of its own securities is indeed subject to a 5% registration fee, regardless of whether the purpose of the repurchase is to effect a capital reduction.

The tax assessment is therefore confirmed.

Commercial Court of Cassation, Sept. 16, 2026, No. 25-13.359, Published

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