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INFORMATION ABOUT THE COMPANY AND ITS CAPITAL
4
Legal and tax framework of an SCR
4.3
LEGAL AND TAX FRAMEWORK OF AN SCR
When Altamir, a French partnership limited by shares (société
en commandite par actions) was created in 1995, it opted for the
status of “SCR” (société de capital risque).
Under certain conditions, this status offers tax benefits both to
shareholders and the Company.
4.3.1
LEGAL AND TAX FRAMEWORK
The rules governing SCRs are defined in Act no. 85-695 of 11 July
1985, as last amendedon 31 July 2014, in the regulatory provisions
of the French Tax Code, and in the administrative instructions
BOI-IS-CHAMP-30-50-10-20130311 issued on 11 March 2013, and
BOI-IS-CHAMP-30-50-20-20130429 issued on 29 April 2013.
These regulations and their interpretation are subject to change.
The following presentation summarises the main rules and
restrictions that apply to SCRs as well as the measures provided
for in these regulations. It is not exhaustive.
BASIC RULES AND RESTRICTIONS
The sole purpose of the SCR, barring exceptions, must be the
management of a portfolio of securities.
The SCR must have at least
50%
(hereinafter the
“Quota”
) of
its net book value invested at all times in non-voting equity
securities, shares or securities giving access to shares issued
by companies (hereinafter the
“Eligible Companies”
):
(i)
whose shares are not admitted for trading on a
“French or foreign financial market operated by a stock
exchange company or investment service provider”,
i.e.
whose
securities are unlisted
, barring exceptions;
(ii)
whose registered office is located in a
European Union
Member State
, Norway, Iceland or Liechtenstein;
(iii)
engaged in
industrial or commercial business activities
as described in Article 34 of the French Tax Code, to
the exclusion of non-commercial activities;
(iv)
that are
subject to corporation tax
or would be subject
to the tax if theyengaged in the sameactivities inFrance
in the same conditions; newly established companies
exempted from corporation tax may also be eligible.
The SCRmay not holdmore than 40%of the voting rights in an
Eligible Company
as a result of its shareholding.
An SCR may not invest more than 25% of its net book value in
securities issued by any one company.
The SCR’s cash borrowingsmay not exceed 10%of its net asset
value.
No
individual
may have, together with the individual’s spouse,
ascendants and descendants, directly or indirectly,
rights to
more than 30%
of the net income of the SCR.
FLEXIBILITY MEASURES
The following are also eligible for inclusion in the
Quota
:
shareholder loans, up to 15%
of the net book value of the SCR,
granted to Quota-Eligible Companies in which the SCR holds
at least 5% of the share capital. Shareholder loans to holding
companies are excluded;
listedsharesor sharesgivingaccess to theequity
of companies
with a
small market capitalisation (less than €150m), up to
20%
of the net book value of the SCR;
Securities of
holding companies
established in a European
Union Member State or another country or territory having
signed a tax treaty with France containing an administrative
assistance clause. The holding company must meet all other
requirements for Eligible Companies, except the requirement
relating to activities, and its purpose must be to hold equity
stakes (hereinafter the
“Qualified Holding Companies”
);
rights representing a financial investment in an entity (including
FCPR units) established in a European Union Member State
or another country or territory having signed a tax treaty
with France containing an administrative assistance clause
(hereinafter the
“Qualified Entities”
);
securities of Qualifying Holding Companies and rights in
Qualifying Entities are included in the Quota on a “look-
through” basis,
i.e.
pro rata to the amount of their investment
in securities held in Eligible Companies.
Special rules for Quota calculation provided
for in the regulations
Eligible securities sold or exchanged for non-eligible securities
are included in the calculation of the Quota for two years
following the date of the sale or exchange.
Unlisted shares that are admitted for trading on a regulated or
organisedmarket for the first timeare included in thecalculation
of the Quota for five years following the date of listing.
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REGISTRATION DOCUMENT
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ALTAMIR 2016