TLDR: No, it is not necessary to declare and immediately tax profits earned before the conversion and not yet taxed, as the conversion of a partnership into an SCP does not create a new legal entity.
General principle: no immediate taxation
The conversion of a partnership into an SCP does not result in the creation of a new legal entity. Consequently, untaxed profits are not subject to immediate taxation.
Essential condition: legal continuity
The absence of a new legal entity is the determining condition to avoid immediate taxation. This legal continuity allows the deferral of taxation on prior profits to be maintained.
Tax consequences of the conversion
Untaxed profits remain tax-deferred, provided that:
- No changes are made to the accounting records;
- The taxation of these profits remains possible under the new tax regime applicable to the SCP.
Special cases and exceptions
If the conversion involves changes to the accounting records or makes it impossible to tax the profits in the future under the new regime, immediate taxation may be required. However, this does not apply to a regular conversion into an SCP.
Applicable tax regime after conversion
The SCP retains the ability to tax untaxed profits according to the rules specific to partnerships, without any break in tax continuity.
Declaration obligations
No specific declaration is required for untaxed profits, except in cases of non-compliance with the conditions of legal or accounting continuity.
Summary of applicable rules
If carried out properly, the conversion into an SCP does not trigger immediate taxation of prior profits. Legal and accounting continuity is preserved.