Asset optimization of the manager
Optimizing your assets when you are a manager does not mean investing your savings at the best rate.
Optimizing your assets when you are a manager does not mean investing your savings at the best rate.
Why asset optimization is a critical issue for managers
The specific assets of the business manager
Three realities structurally distinguish the manager's assets from that of a wealthy individual.
First reality: concentration.
Second reality: permeability.
Third reality: time dependence.
Common mistakes that are costly
In practice, four errors systematically recur.
Optimize your remuneration and social protection
Salary vs dividends arbitration: real tax impact
The salary/dividend trade-off is the first optimization lever — and the one that is most often miscalculated.
Let's take a simplified example for a president of SAS with 45% TMI.
In dividends: the company distributes €100,000 subject to the PFU of 30% (12.8% IR + 17.2% social security contributions).
In equivalent gross salary: employer and salary contributions absorb approximately 55 to 60% of the total employer cost, but the salary is deductible from the IS result (savings of 25% IS), which reduces the net cost for the company.
For a TNS majority manager, the calculation differs: dividends exceeding 10% of the share capital, current accounts and share premiums have been subject to TNS contributions since 2013, which removes a large part of the apparent advantage of dividends in SARL.
The practical conclusion: the optimal arbitration varies each year depending on the result, the level of household income and the available ceilings.
Deferred compensation: PER, Madelin retirement, article 83
Deferred compensation brings together all the mechanisms allowing you to transfer the value of the company to your personal savings with favorable tax treatment.
The individual PER is the central vehicle: payments are deductible from taxable income up to 10% of professional income (capped at €35,194 for 2024 payments, with the possibility of mobilizing unused ceilings from the previous three years).
The Madelin retirement contract (for TNS) is complementary: contributions are deductible from professional income within wider limits than the standard PER (up to 10% of taxable profit + 15% on the fraction between 1 and 8 PASS).
The obligatory company PER (ex-article 83) allows the company to supplement the retirement savings of the employee assimilated manager with contributions deductible from the result.
Manager’s pension and health coverage
Foresight is the most undersized component of the manager's wealth strategy.
A Madelin insurance contract for TNS, or a collective contract for similar employees, must cover at least: maintenance of income at 70% in the event of total disability, a progressive partial permanent disability pension, and a capital or death pension allowing the financial continuity of the household.
Structuring your professional and personal assets
Asset holding: advantages and limits
The asset holding company is the most powerful structuring tool for a manager whose company generates regular surpluses.
Figured illustration: out of €300,000 of dividends distributed by the subsidiary, a direct distribution leaves €210,000 net after PFU.
The holding company also makes it possible to finance new acquisitions (real estate, participations, private equity) with funds almost entirely protected from tax, and to structure the progressive transfer of securities by donation of holding shares rather than operational securities.
Its limits: structural cost (accounting, legal), need to maintain a real activity (the organizing holding company must meet specific criteria to benefit from certain tax regimes), and complexity of management.
SCI and property dismemberment
The SCI at the IS is the reference tool for structuring the ownership of professional or investment property.
The dismemberment of ownership (usufruct / bare ownership) is complementary to the transmission.
Separation of professional assets/private assets
The legal separation between professional assets and private assets is a basic discipline that is too often neglected.
Reduce the tax burden during the development phase
Investment schemes (IR-PME, FCPI, FIP)
During years of high income, several schemes allow you to directly reduce income tax.
These systems involve a lock-in period (five to ten years depending on the case) and a risk of capital loss.
Contribution-transfer (article 150-0 B ter of the CGI)
The contribution-transfer is the most powerful mechanism for a manager who anticipates the sale of his company.
Central condition: the holding company must reinvest at least 60% of the sale proceeds in eligible assets (SME securities, eligible private equity funds, financing of another operating company) within two years following the sale.
Figured illustration: a manager sells his company for €4 million with a cost price of €100,000 for the shares.
The contribution must precede the signing of the transfer protocol — ideally six to twelve months before to avoid reclassification by the tax administration.
Dutreil Pact: prepare for transmission now
The Dutreil pact (article 787 B of the CGI) is not reserved for managers close to the transfer: it is prepared in advance, because its conditions of validity impose incompressible deadlines.
The 75% reduction on the value transmitted is considerable.
Prepare the sale and transfer of the business
Pre-transfer assessment and structuring
Preparing for a transfer ideally begins three to five years before the planned date.
The valuation itself deserves an independent audit before any negotiation: the methods (multiple of EBITDA, DCF, revalued net assets) give divergent results depending on the sector and the profile of the company.
Optimization of the capital gain on sale
In addition to the contribution-transfer, two systems apply directly to capital gains taxation.
For a manager with a capital gain of €2 million benefiting from this reduction: taxable base reduced to €1.5 million, i.e. a tax saving of €150,000 at the PFU of 30%.
Reuse of sale proceeds: post-sale strategies
The reuse of the sale proceeds is a decisive heritage moment.
Four structuring axes: the maximum increase in the PER (mobilization of the ceilings of the three previous years, i.e. potentially €100,000 to €150,000 deduction) in the year of sale if it generates exceptional income;
Practical cases: numerical examples of asset optimization
Case no. 1 — Manager of an SME in the development phase
Profile: president of SAS, 42 years old, company generating €400,000 in annual profit, current gross remuneration of €120,000, no holding company, limited financial assets, insufficient foresight.
Current situation: all surpluses remain in the company at the IS.
Optimizations that can be actioned immediately: creation of a holding company to capture dividends (annual tax savings estimated at €55,000 compared to a direct distribution on €200,000 of reported surplus);
Asset impact over 10 years (5% return assumption): the differential between the optimized trajectory and the default trajectory exceeds €1.2 million in net assets built up.
Case no. 2 — Manager preparing his sale in 5 years
Profile: majority manager SARL, 54 years old, company valued at €3 million, cost price of shares €50,000, two adult children, no asset preparation at this stage.
Optimizations to be activated immediately (5-year horizon):
Year 1-2: Creation of the holding company and contribution of securities to prepare the contribution-transfer.
Year 3-4: Bare ownership donation of 20% of the shares to children (bare ownership valuation at 60% according to scale at age 54: €360,000 taxable base, or approximately €30,000 in duties after deductions).
Year 5 — sale: Capital gain of €2.95 million deferred via contribution-sale.
How to get support effectively
Asset optimization professionals
The asset optimization of a manager mobilizes at least four areas of expertise: the accountant (optimization of the company's tax results, declarations, alerts on thresholds and ceilings);
In practice, it is the CGP which must play the role of conductor: it is the only one to hold a simultaneously fiscal, financial and inheritance vision, without being limited to a sectoral area of expertise.
When and why to carry out a heritage audit
An asset audit is justified in five situations: upon reaching an annual profit threshold of €150,000 or a net asset of €500,000;
A well-conducted audit takes two to four weeks and uses your balance sheets from the last three years, your tax notices, your insurance contracts and your marriage certificate.
The real question is not the cost of support.