Assignment to a third party
Verified 05 June 2026 - Entreprendre Public Service / Directorate of Legal and Administrative Information (Prime Minister)
The entire company may be transferred to a third party outside the company. The assignment is subject to the completion of several formalities with a view to ensuring the protection of the transferor, the purchaser and the creditors company.
Step-by-step approach
The full transfer of the company involves a Universal transmission of professional assets (TUPP), i.e. the transfer of all the assets, rights, obligations and securities necessary for the activity.
In other words, the head of company (the assignor) cedes theactive of the company (including components of the goodwill) and its passive (debts, collateral).
In concrete terms, the transferor transmits the goodwill which includes the following:
- Customers
- Ensign and trade name
- Right to lease : right to take over from the holder of a commercial lease, to occupy the premises and to enjoy a right to renewal of the lease
- Furniture, hardware and tooling : vehicles, machinery, computers, offices
- Stock and goods
- Intellectual property rights : patents, software, trademarks, domain name
- Money : cash fund, any sum in cash kept at the place of exercise of the professional activity and the sums entered in the bank accounts dedicated to this activity
- Employment and insurance contracts
In addition, a universal transfer of professional assets involves the transfer of these other elements:
- Immovable property used for the activity (if owned): including the part of the principal residence used for professional use
- Receivables : amounts due from customers but not yet settled
- Collateral : pledge of the business, a pledge on stock, for example.
- Debts repayment of bank loans and operating debts (e.g. to a supplier). The assignment of a debt requires the written consent of the creditor. However, social contributions and contributions debts are not included in the transfer.
Please note
The universal transfer of professional assets (TUPP) is the default regime. Instead, the head of company can carry out a non-full transfer and divest items in isolation. For example, a transfer of the only business without the real estate and debts of the company.
Warning
Thelaw no. 2026-403 of 26 may 2026 on the simplification of economic life changes the methods of informing employees from July 27, 2026.
From that date:
- information for employees will only be mandatory in companies not equipped with an ESC
- and the minimum notification period will be reduced to 1 month.
What information?
In the companies of less than 250 employees, the transferor must inform the employees of:
- of its willingness to sell the company,
- and the possibility for employees to submit an offer to purchase to acquire the company.
FYI
From 250 employees, no information is required.
How to disseminate information?
Employees can be informed by any means such as to make the date of receipt certain:
- During a briefing : with signature of an attendance register
- By display : with signature of a dated register
- By email : by using a process that can attest the date of receipt with certainty
- Per discount by hand : with opening or receipt
- By act of a commissioner of justice (formerly act of bailiff) or lawyer, etc.
When to disseminate information?
This information must be provided to employees at the latest 2 months before the date of conclusion of the contract of sale.
Any offer to purchase submitted by one or more employees must be communicated to the transferor without delay. On the other hand, that offer does not no priority compared to other offers.
The transferor is completely free to enter into negotiations with the employees or not. Refusal to study or accept an offer doesn't have to be motivated. The assignor has the right not to reply.
When each employee has made known his decision not to submit an offer, the sale of the company can take place before the expiration of 2 months.
What sanctions?
If the company is sold without the employees having been informed, they can apply to the judge for compensation for their damage.
In this case, the assignor may be ordered to pay damages and interest rising until 2% the amount of the sale.
Informed employees are also subject to a duty to discretion. Failure to comply with the obligation of discretion is a fault that justifies a disciplinary sanction up to the dismissal of the employee.
If the business is located within the perimeter of local shops and crafts, it may be the subject of a right of pre-emption of the municipality and be returned to a trader or artisan.
The right of pre-emption allows the municipality to be priority over purchase of the fund to preserve diversity the commercial activity of the perimeter delimited by decision of the municipal council. It could be downtown, it could be neighborhoods, it could be streets.
If this is the case, the assignor must make a prior declaration to the town hall containing the following particulars:
- Prices and conditions of the proposed sale
- Number of employees and nature of their employment contract
- Turnover of company
- Potential buyer activity
The mayor has a period of 2 months to exercise the right of pre-emption for the benefit of the municipality.
If he exercises this right, 2 possibilities the following may be considered:
- If the transferor agrees on a price with the municipality, the sale is concluded.
- On the contrary, if they do not agree on the price, the municipality can renounce the purchase or refer the expropriation judge (before the court). The assignor may also waive the assignment.
The drafting of a deed of assignment is mandatory. It shall include the following:
- Intangible and tangible assets transferred : customers, sign, trade name, lease right, patent, equipment, tools, stock, etc.
- Identity of the parties : surname and forenames, date and place of birth, address of domicile
- Date and nature of the act : authentic act or private act
- Sale price and payment terms
- Origin of the business transferred : identity of the predecessor, date on which the transferor acquired the company itself and at what price to record any capital gain
- Revenue and operating income : over the last 3 fiscal years preceding the disposal
- Statement of pledges against the fund : these are the pledges which have been granted to creditors the company over the 10 years preceding the date of sale. If the company is not subject to any pledge, the instrument must also mention it.
- Commercial Lease Terms : date and duration of conclusion of the lease, amount of rent, conditions for renewal, identity and address of the lessor
- Spouse's consent : if the transferor is married under the community regime
Since July 21, 2019, the disclosure of information on the origin of the company, the status of pledges and the results of the last 3 fiscal years is no longer mandatory. Nevertheless, the mention of all this information allows the deed of assignment to be concluded in full transparency between the parties.
Buildings or parts of buildings for tertiary use d'at least 1 000 m² must achieve targets for reducing energy consumption by 2030, 2040 and 2050.
In the event of a transfer, the assessment of compliance with this obligation must be annexed to the deed of assignment for information, on the basis of the latest annual digital attestation generated by OPERAT.
Terms of registration
The deed of transfer must be filed with the tax office of registration without waiting if it is a deed under private signature or, in a delay of 1 month following the signature of the sale, if it is a authentic act.
The transferor must file with the registration service, on site or by post, the following:
- Deed of transfer of the company in 2 copies
- Business Transfer Declaration Form in 3 copies
- Form for reporting the condition of equipment and goods transferred in 3 copies
- Settlement of registration fee (in cash up to €300by check or bank transfer)
Declaration of transfer of goodwill or customers
Declaration of transfer of goodwill or customers: status of equipment and new goods transferred
Who shall I contact
Warning
The universal transfer of professional assets is not valid if one of the parties has been the subject of a personal bankruptcy. This bankruptcy implies the prohibition of managing, directing, administering or controlling, directly or indirectly, any company or business.
Payment of registration fee
The transmission of the company gives rise to payment of a registration fee to the tax administration. This right is calculated on the sale price as follows:
- 0% until €23,000
- 3% enter €23,001 à €200,000
- And 5% beyond €200,000
The amount of the registration fee may not be lower €25. If the disposal transaction includes sales of new goods, they shall be exempt from registration duty.
The cost of registration is in principle at the expense of the purchaser. However, the deed of assignment may provide that the payment of the fee is to be borne by the assignor or shared between the two parties.
Please note
Where the similar to a EURL (option for business tax), its disposal is treated as a sale of shares. In this case, a rate of 3% is applied to the sale price (or 5% for businesses with a preponderance in real estate).
When transferring its company, the transferor must comply with advertising formalities mandatory. These allow the transfer to be made enforceable against third parties.
Publication in Bodacc or in a legal advertising medium
The transferor has the choice between 2 means of publication :
- Either publication in Bodacc
- Either publication in a legal advertising medium
Publication in Bodacc
The transferor shall have a period of1 month from the transfer of his company to publish a notice to the Official Bulletin of Civil and Commercial Advertisements (Bodacc).
To publish his opinion, he must address (on site or by post) to registry of the commercial court on which depends the seat of his company. The Registry will transmit the opinion directly for publication on the dedicated website bodacc.fr.
The notice must include the following entries :
- Birth name, usage name, first names and, where applicable, business name of the transferor and the transferee (the purchaser)
- Professional activity and EPA code
- Address of the principal establishment or, in the absence of such establishment, the address of the dwelling-place where the transferred company is fixed
- Siren Number
In addition, the notice must be accompanied by a descriptive statement of the professional assets transferred, i.e.:
- Overall value of theactive
- List of collateral of which the company benefits and the amounts of the claims secured by such collateral
- Total value of liabilities
- List of professional assets subject to a security right and, for each of the assets concerned, the nature of the security right and the amount of the secured claim.
The descriptive state is established by taking into account the last closed accounting year updated on the date of transfer, or, for individual contractors not subject to accounting obligations, on the date resulting from the agreement of the parties.
Publication in a legal advertising medium
The transferor shall have a period of1 month from the transfer of the company to publish a review in a support for legal announcements authorized in the department in which the professional activity is carried out.
Once the publication is completed, a certificate of publication the notice of amendment shall be issued.
Opposition by creditors
The creditors of the company have a period of1 month from the time of advertising for oppose the transfer of professional heritage.
Creditors shall indicate by registered letter with acknowledgement of receipt or by extrajudicial act transmitted to the purchaser's domicile, the amount and causes of the claim.
The judge examines the merits of the claim and orders, if necessary, the repayment of the debt. In this case, the assignor is committed to all its movable and immovable property present and future (with the exception of its principal residence).
By contrast, the opposition does not prevent the universal transfer of assets which takes place at the expiry of the opposition period.
The transfer of the {circumflex over (a)} or its fund is analyzed as a cessation of activity. This must be declared, on the website of the company formalities window, within 45 days from the publication of the assignment in the medium of legal announcements.
From a tax point of view, this cessation carries theimmediate taxation of profits since the end of the last financial year and the payment of VAT.
Declaration of result
In order to establish taxation, the assignor must realize a declaration of result. The approach to be taken differs under the income tax system to which the company is subject.
Company imposed in BIC
The transferor must realize a declaration of result no. 2031 in the 60 days from the publication of the assignment in a support for legal announcements.
Company imposed in BNC
The transferor must realize a declaration of result no. 2035 in the 60 days from the publication of the assignment in a support for legal announcements.
Non-Commercial Profit Reporting (NCB) - Controlled Reporting Regime
Company imposed on IS
The transferor must realize a declaration of result no. 2065 in the 60 days from the publication of the assignment in a support for legal announcements.
Value added tax (VAT)
If the transferor is liable for VAT, he shall declare and pay VAT on all transactions that have not yet been reported at the date of disposal.
He shall have the following time limit for making his declaration:
- If it falls under the simplified real regime VAT: time limit for 60 days from the publication of the assignment in a legal advertising medium.
- If it falls under the normal real speed VAT: time limit for 30 days from the publication of the assignment in a legal advertising medium.
The regime real simplified VAT shall apply to a company from 1er January of a year N where it complies with the turnover and VAT thresholds:
Threshold for duty-free turnover
- Its turnover excluding taxes in N-1 must be between:
- €85,000 and €945,000 for business, catering and housing supply activities (except furnished rentals):
- €37,500 and €286,000 for other service provision activities (including furnished rentals):
- Its turnover excluding tax realized in N shall not exceed increased thresholds following:
- For business, catering and housing supply activities (except furnished rentals): €1 040 000
- For other service delivery activities (including furnished rentals): €323,000
FYI
These thresholds are valid for 2026 (year N).
Threshold on the amount of VAT due
The amount of VAT due for the year N-1 must be less than €15,000
Consequences in the event of exceedance
- If the normal turnover threshold corresponding to the activity carried out is exceeded, or the VAT threshold due (€15,000): the company switches to the normal real VAT regime from 1er January of the year following the year of the exceedance.
- If one of the thresholds is exceeded increased of turnover, the company shifts into the normal real VAT regime in a retroactive, that is to say that this regime will apply from 1er January of the year in which the overrun occurred. The company must then subscribe to a declaration (CA3) summarizing all transactions carried out over the entire month (or quarter). This declaration must be made the month following the month (or quarter) of the overrun.
Warning
However, this operation is exempt from VAT if the transfer concerns all the elements of the goodwill and the purchaser is himself liable for VAT. The exemption then covers all goods and services transferred on the occasion of the transfer of the fund.
Reporting arrangements
The declaration of result or VAT must be made in a dematerialized (sending paper forms is no longer possible):
- Either by a manual online entry forms (EFI mode). The company completes them itself, by connecting:
On his professional space impots.gouv.fr:
Online tax account for professionals (EFI mode)
Or on his account Portailpro.gouv. :
Portailpro.gouv: common portal to simplify your declarations and payments
- Either by going through a software of special exchange (EDI mode). In this case, the company or more generally its representative (for example a public accountant) enters all the information required and then transmits it to the administration.
These two methods of remote reporting are further detailed on the page "How to submit business tax returns: EDI or EFI? »
Please note
The tax authorities grant an additional period of 15 calendar days to carry out this teleprocedure.
At the time of the assignment, the assignor may professional added value which is the difference between the sale price and the original value of the company.
The applicable tax system distinguishes between short-term capital gains and the long-term capital gains.
Presentation of capital gains
Capital gains are said to be " short-term ’ where they arise from the transfer:
- elements of any kind acquired or created by the company since less than 2 years.
- ordepreciable items detained since at least 2 years, for the portion corresponding to the depreciation deducted for the tax base.
Please note
The period of 2 years is calculated day by day, from the date of entry into the asset company.
On the contrary, capital gains are said to be " long-term’ where they arise from the transfer:
- non-depreciable items held since at least 2 years
- ordepreciable items detained since at least 2 years to the extent that the capital gains exceed the total amount of depreciation deducted for the tax base.
Holding period of the property | Non-depreciable items | Depreciable items |
|---|---|---|
Less than 2 years | Short-term capital gain | Short-term capital gain |
2 years or more | Long-term capital gain | Short-term capital gain within the limit of deducted depreciation (then long-term beyond) |
Example :
A depreciable item was purchased €1,000 and resulted in depreciation in the amount of €300.
Its book value is therefore 1,000 – 300 = €700.
If this item is sold €1,200 :
- Less than 2 years after its entry into the asset, the resulting capital gain (i.e. 1,200 – 700 = €500) is a capital gain short-term.
- At least 2 years after its entry into the asset, the capital gain of €500 shall be considered as:
- short-term until €300 (amount of depreciation previously deducted from taxable profits)
- and long-term for the surplus, i.e. 500 – 300 = €200.
However, if the same item was sold €900, the capital gain on disposal (900 – 700) would be €200 and therefore less than the amount of depreciation (€300) previously deducted from profits. In that case, that capital gain would, in its entirety, be a capital gain short-term.
Taxation of capital gains
Short-term capital gain
The sum of short-term capital gains and losses realized during the year shall constitute the short-term net gain.
Short-term net gain is added to taxable income under the conditions and at income tax rate (progressive scale of 0% à 45%).
Capital gains are also taxed to the extent of 18.6% under the social levies on income from assets.
The {circumflex over (EI)} may spread the tax over 3 years in equal parts (over the year of realization and the following 2 years).
Long-term capital gain
Long-term net gain is subject to Single flat-rate levy (PFU) at the overall rate of 31.4% which is broken down as follows:
- 12.8% income tax (IR)
- 18.6% social levies on income from assets.
Please note
The company can charge the long-term capital losses that have been incurred in the previous 10 years on the net long-term capital gain realized in respect of a financial year.
In case of death of the operator, recognized capital gains shall be subject to tax regime for long-term capital gains. A general offset is made between the gains and losses recorded, without taking into account the length of detention of elements of fixed assets Thus, when the compensation shows a net gain in the long term, it is taxed at the overall rate of 31.4%.
One (EI) who opted for theassimilation to EURL falls under the scheme ofbusiness tax (IS).
Therefore, there is no more distinction between short-term and long-term capital gains. The capital gain is subject to the IS, at the normal rate of 25%.
The capital gain is tax-exempt, based on the sale price, as follows:
- Exemption from totality capital gain, where the value of the items transferred (excluding immovable property) is less than €500,000.
- Exemption partial capital gain, where the value of the items transferred (excluding immovable property) is between €500,000 and €1 000 000. The exemption rate is calculated as follows: (1 000 000 – Value of items transmitted) / 500 000.
In order to benefit from the exemption, the company must engage in a commercial, industrial, craft, liberal or agricultural activity, for at least 5 years.
FYI
There are several tax exemption schemes on professional capital gains.
Exemption based on sale price
In order to benefit from the transfer price exemption, the transferred company must carry on an activity for at least 5 years.
The capital gain shall be exempt in one of the following ways:
- Exemption from totality capital gain, where the value of the items transferred (excluding immovable property) is less than €500,000.
- Exemption partial capital gain, where the value of the items transferred (excluding immovable property) is between €500,000 and €1 000 000. The exemption rate is calculated as follows: (1 000 000 – Value of items transmitted) / 500 000.
If transfer price is equal to or greater than €1 000 000, no tax exemption shall apply to capital gains.
Example :
One is transferred for a price of €1.3 MILLION. Among the elements transmitted is a building whose sale price is €620,000. After deducting this amount, the envisaged transmission is therefore equal to €680,000.
The capital gain realized on the sale amounts to €110,000.
The amount exempt from capital gain is equal to: 110 000 x (1 000 000 – 680 000) / 500 000 = €70,400.
The capital gain will therefore be taxed at a rate of 110,000 - 70,400 = €39,600.
Exemption in case of retirement
An exemption from capital gains applies in the event of retirement if all following conditions are filled in:
- The professional activity was carried out for at least 5 years. The activity may be commercial, industrial, artisanal, liberal or agricultural in nature.
- The transferred company is a SMES.
- The transferor ceases any function in the transferred company, i.e. any management function as well as any salaried activity within the company.
- The transferor asserts his pension rights either within 2 years of the transfer or within 2 years before the transfer.
Warning
In the event of retirement, the capital gains exemption only covers income tax, social security contributions and 18.6% remain due.
Exemption for VSEs based on revenue
In order to benefit from the exemption, the operator must carry out an activity in a professional capacity, since at least 5 years.
The capital gain shall be exempt in one of the following ways:
- Exemption from totality capital gain, where the annual revenue is less than or equal to €250,000 (purchase-resale or supply of housing) or €90,000 (provision of services or non-commercial benefits)
- Exemption partial capital gain, based on receipts and the activity of the company:
- Purchase-resale or supply of housing activity. Where the revenue exceeds €250,000 and less than €350,000, the exemption rate is calculated as follows: (350 000 - Revenue) / 100 000.
- Provision of service or non-commercial benefits (NCB). Where the revenue exceeds €90,000 and less than €126,000, the exemption rate is calculated as follows: (126 000 - Revenue) / 36 000.
Beyond these thresholds, the added value is not exempt.
The amount of annual revenue is the average of the tax-free revenue realized for the financial years ended (reduced to 12 months where applicable) in the preceding 2 calendar years the closing date of the capital gains realization year.
Whether the operator or business was practicing several activities, the revenue realized in all activities shall be taken into account.
Example :
An operator who carries out an activity ofbuy-resell realized, in year N, a capital gain on the sale of €70,000. Its accounting year shall coincide with the calendar year and its revenue shall be:
- Revenue N-2: €320,000
- Revenue N-1: €240,000
The average revenue for 2020 and 2021 is equal to: (320 000 + 240 000) / 2 = €280,000.
The amount exempt from capital gain is equal to: 70 000 × (350 000 – 280 000 / 100 000) = €49,000.
The capital gain will therefore be taxed at a rate of 70,000 – 49,000 = €21,000.
FYI
The exemption is not not cumulative with the transfer price exemption scheme (detailed below). On the other hand, it may be cumulative with the exemption of capital gains realized on retirement.
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Transfer of the professional assets of the individual entrepreneur
Rules concerning the prior information of employees (transfer of a business or a
Tax regime for professional capital gains
Taxation in the event of transfer
Tax regime for transfers of business
Elements included in the professional heritage of the individual entrepreneur