Sale of shares in a limited liability company (SARL / EURL)
Verified 22 July 2026 - Entreprendre Service Public / (Prime Minister)
The sale of shares in SARL: titleContent / EURL: titleContent corresponds to the sale of shares held by a partner. It can intervene to leave the business, transmit an activity or reorganize capital. It also allows the entry of a new partner.
To be valid, the sale of shares in an SARL or EURL requires the compliance with several steps.
Step-by-step approach
After preparing the transfer of the company and identifying the conditions of the transfer, the selling partner must check whether he is obliged to inform the employees of the project.
The information of employees takes place in three stages: verify that the obligation to provide information applies, inform employees of the proposed sale and collect any offers to purchase.
1Check if the legal conditions are met
Before proceeding with a sale of shares of SARL orEURL, theassociate seller must check whether the obligation to inform employees beforehand is applicable to him.
This obligation to provide information concerns transfers involving more than 50% from capital of the business.
From July 27, 2026, employees must be informed directly of the proposed sale only in the following SARL:
- SARL with fewer than 50 employees
- SARL with 50 to less than 250 employees who do not have a Works council (CSE)
Please note
In SARL with 50 to less than 250 employees with CSE: titleContent, employees must no longer be informed directly of the transfer: this is the CSE to be informed and consulted on the proposed divestiture.
The employer shall provide the CSE with the information necessary for it to issue a reasoned opinion. Failing thiscollective agreement, the CSE shall have one month to deliver its opinion.
For more information on the information and consultation procedures of CSE, see the fact sheet Works council (CSE).
THEobligation to inform employees does not apply where :
- the transfer shall be for the benefit of the spouse, ascending or a descendant of the selling partner
- the business is the subject of a conciliation, safeguard, accelerated safeguard, reorganization or judicial liquidation
- the sale has already been the subject of information to employees under thesocial and solidarity economy (SSE) within 12 months prior to sale
2Inform employees of the proposed sale
The information addressed to employees must specify:
- the willingness of the partner to sell more than 50% capital of the business
- the possibility for one or more employees to submit a purchase offer for the acquisition of the shares of the business
As of July 27, 2026, the information must be delivered at the latest 1 month before the signing of the assignment, compared with 2 months for disposals concluded before that date.
The methods of informing employees vary depending on whether the ceding is or is not the manager of the business :
- Where the transferor is not the business manager, it shall inform the latter of its proposed transfer. The business manager then informs the employees without delay.
- Where the transferor is also the business manager, it shall inform employees directly.
The information can be transmitted by any means which makes it possible to give a certain date to its reception, in particular:
- 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 registered letter with request for acknowledgement of receipt
- by act of a commissioner of justice (formerly act of bailiff) or lawyeretc.
3Receive employee purchase offers
Employees may submit an offer to purchase the shares sold.
The associate remains free to accept or refuse an offer. The offers of the employees are not given priority over other takeover bids and the refusal does not have to be motivated.
Assignment may be carried out before the expiry of the information period where all employees have indicated that they do not wish to submit an offer.
The sale must take place in a maximum period of 2 years following the expiry of the information period. In addition, new information for employees is needed.
Please note
Informed employees are bound by an obligation of discretion. Failure to do so may result in disciplinary action, up to and including dismissal of the employee.
In the event of a breach of the obligation to provide information, employees may claim compensation for their loss.
As of July 27, 2026, the judge may grant damages and interest up to 0.5% the amount of the sale, against 2% before that date.
Information for employees in the event of a sale of more than 50% of the capital
Arrangements for informing employees
Maximum period of 2 years to carry out the transfer after the information
Cases of exclusion from the obligation to inform employees
Information and consultation of CSE in businesses subject to this obligation
The price of shares is determined in 3 steps: their evaluation, the price fixing between the parties and, in the event of disagreement, the use of an expert.
1Evaluate shares
Before fixing the sale price, it is necessary to assess the value of the SARL shares. This assessment allows a price to be determined that is consistent with the economic and financial situation of the business.
Several methods can be used to enhance the company:
- Heritage method : it consists in evaluating thenet book assets company.
- Comparative method : it consists in comparing the business with other similar companies.
- Profitability Method : estimating the future profit-making capacity of the business.
It is important to combine these 3 different approaches in order to obtain an estimate as close as possible to economic reality.
Please note
The value of the shares does not necessarily correspond to their nominal value. She depends on the actual value of the business at the time of disposal. For example, a share with a nominal value of €100 may have a higher or lower real value depending on the situation of the business.
For more information on recovery methods, please refer to the fact sheet on the valorization of the company before its transmission.
2Set the sale price
The ceding and the transferee freely determine the price of shares. The price must be determined or determinable at the time of transfer. The exact amount does not necessarily need to be fixed immediately.
The seller and the buyer can thus:
- Set a final price upon signature of the deed of assignment
- Provide a calculation method allowing the price to be determined later
- Agree on a price supplement dependent on future items (revenue or profit guarantee clause).
The price may be different from estimated value shares provided that the parties freely consent.
Warning
One manifestly fictitious or derisory price may result in the invalidity of the transfer or a reclassification as a gift disguised by the tax administration.
The same applies when the transfer occurs between related persons (partners, members of the same family, business controlled by one of the parties, etc.), the tax authorities can check that the price chosen corresponds to the real value of the shares.
The the price and payment terms must then be mentioned in the deed of assignment. In particular, the Parties may provide for:
- a cash payment
- a installment payment
- payment guarantees to the transferor.
The ceding and the transferee must agree on the price of shares. This price must be determined or determinable at the time of transfer.
In concrete terms, the exact amount does not necessarily need to be fixed immediately. The deed of assignment may provide for criteria or method of calculation to be used in determining it at a later stage (e.g. from the accounts of the business or from a formula agreed between the parties).
The price must be determined or determinable for all shares sold, and not only for some of them. Otherwise, the assignment may be called into question.
3Use an expert in case of disagreement
Where the parties cannot agree on the value of the shares, they may call on an expert specialized in the valuation of shares, such as a public accountant, a lawyer or an auditor.
The assignor and the assignee may together appoint an appraiser. In the absence of agreement, the expert shall be appointed by the president of the competent commercial court.
In this context, theexpert determines the value of the shares independently. It may select the valuation methods it considers most appropriate to the business' situation, taking into account in particular its financial situation, profitability and business prospects.
The the value it sets is imposed in principle on the parties.
To learn more, the DGFIP: titleContent make available a guide on the evaluation of companies and business titles :
Evaluation of companies and business titles
French public finances general directorate (DGFiP)
Pour en savoir plus

Please note
To go further on the professionals who can support a company in these steps, refer to the sheet relating to professionals involved in the management of a company.
Determination of the sale price by the transferee and the transferor
Appointment of an expert in case of dispute or lack of agreement
Certain transfers of shares may be made only after obtaining the agreement of the partners.
1Check if approval is required
In an SARL, the requirement for accreditation varies according to the quality of the purchaser (partner, spouse, ascendant or descendant of ceding or third party to the business) and the provisions laid down in the statutes.
It is therefore necessary to verify the rules applicable to the situation concerned before commencing the transfer:
Assignment to a partner
The shares are in principle freely transferable between partners. No approval is therefore required.
However, the statutes of the business may contain a approval clause. This means that the transfer between partners is subject to the approval of the other partners (by a majority, or evenunanimity).
Assignment to a family member
The shares are in principle freely transferable between spouses and between ascendants and descendants.
However, the statutes of the business may provide that the entry into the capacity of partner is subject to a approval clause. In other words, the transfer to the spouse, to a ascending or descendant is subject to the approval of the partners (by a majority, or evenunanimity).
Assignment to a third party
The transfer of shares to a third party is subject to approval by the partners.
The shares can therefore only be transferred with the consent of the majority of the partners representing at least half of the shares. However, the statutes may provide for a stronger majority.
Warning
In case of marriage under the regime of legal community or entered into a civil partnership under the regime of indivision, the spouse's consent to the transfer is required. A transfer of shares made without his consent may be canceled within 2 years from the date of transfer.
2Implement the approval procedure
Where approval is required, the proposed transfer must be notified to the business and, where appropriate, to associates.
This notification allows associates to acquaint yourself with the proposed transfer and the identity of the transferee considered before deciding on its entry into the business.
The partners must then decide on the application for approval. The decision is made by the partners representing at least half of the shares. The statutes may, however, require a higher majority.
Example :
In a business whose capital is divided between four partners each holding 25% of the shares, approval shall be granted if the members in favor of the transfer represent more than 50% social capital.
The business has a period of 3 months from notification of the proposed transfer to make known its decision. This period may be extended only once by a court decision, but may not exceed 6 months.
At the end of the procedure, two situations may arise: approval is granted or refused.
Approval shall be granted
Approval may be granted by an express decision of the partners.
It is also deemed acquired when the business does not make known its decision within 3 months, or within the time limit extended by the court where applicable.
Example :
If the partners do not decide within the legal period of 3 months, the ceding may continue the assignment as if the approval had been granted.
The approval decision must be retained in order to be able to justify compliance with the approval procedure. In practice, it is generally observed in a minutes of general meeting or in the document noting the consultation of the partners.
Approval is refused
Where the partners refuse to approve the transferee proposed, they must, within 3 months of the refusal, acquire the shares by one or more partners, by an authorized third party or, with the agreement of the transferor, by the business itself in the context of a capital reduction.
The repurchase price shall be fixed by mutual agreement between the parties. In case of disagreement, it is determined by an expert.
The period of 3 months may be extended only once per court decision, without this extension being allowed to exceed 6 months.
If no acquisition of the shares takes place within those deadlines, the assignor may carry out the assignment initially envisaged.
Warning
Where the transferor has held its shares for less than 2 years, the members or the business shall not be obliged to acquire them in the event of refusal of authorization, unless otherwise provided for in the articles of association.
Transfer of SARL shares to a family member
Transfer of SARL shares to a third party
Transfer of shares in SARL to a partner
Once the sale price has been set and the terms of sale defined (including the approval of partners where necessary), the parties must formalize their agreement in a deed of assignment. This act is then signed by the parties and may contain additional guarantees.
1Drafting the deed of assignment
The deed of transfer of shares formalizes the agreement between the seller and the buyer. It makes it possible to secure the sale and to prove the conditions agreed between the parties.
It must include the mandatory particulars following:
- Names of parties
- Identity of the business (company name, share capital, address of the registered office, etc.)
- Number and designation of shares transferred (if numbered)
- Sale price of the assignment and terms of payment
- Details of the approval of the partners, if any
Please note
The sale of shares must must be recorded in writing.
The deed of assignment must count as many copies as parts to the contract. Each copy must be signed by the parties.
2Sign the deed of assignment
The signing of the deed of assignment shall give effect to the agreement of the parties and makes the sale enforceable between the seller and the buyer.
The signature can be handwritten or electronic. In any case, it allowsauthenticate the agreement of the parties.
To be valid, the electronic signature shall:
- Be uniquely attached to its signatory.
- Have been created using electronic signature creation data that the signatory can, with a high level of trust, use under its exclusive control.
- Be linked to the data associated with this signature in such a way that any subsequent modification of the data is detectable.
For learn more about the electronic signature :

Warning
The scanned signature and affixed to a document does not make it possible to identify the author with certainty. This signature is valid but can be challenged before the judges by one of the parties to the contract who would like, for example, to cancel the assignment.
3Provide for any guarantees, if necessary
The deed of sale of shares may provide for certain guarantees intended to secure the transaction.
This is the case of the asset and liability guarantee clause, which may be included in the deed of transfer of shares.
It provides a framework for the risks linked to the financial situation of the business after the sale, and therefore covers both the ceding and the transferee.
Its objective is twofold:
- The liability guarantee covers pre-disposal liabilities and risks (e.g. a tax adjustment for a financial year preceding the sale): the objective here is to protect the assignee against hidden debts.
- The asset guarantee covers the value of asset itemsactive of the business (a receivable entered in the accounts of the business but ultimately unrecoverable): the objective is to protect the transferee against overvaluation of the business.
Guarantee of assets and liabilities may be provided in part or in full : it is possible to provide only a liability guarantee, only an asset guarantee, or both. Where both guarantees are provided for, the transferee is covered over the entire prior financial situation of the business.
FYI
For the transferor, the provision of such a guarantee may facilitate the sale of sharesby strengthening the confidence of the purchaser and securing the agreement reached between the parties, in particular on the sale price.
In return, it may incur liability after the sale if previous debts or anomalies appear.
The asset and liability guarantee clause is freely defined by the parties in the deed of assignment or in a separate deed.
No mention required is not imposed, but as an indication, it may contain the following :
- Categories of debt which fall within the scope of the guarantee. In the absence of any clarification, the guarantee covers all debts linked to the business' activity.
- Departure Date of the guarantee: the date on which the origin of the debt can be assessed.
- Duration of the guarantee clause: between 3 and 5 years, for example.
- Calculation of any compensation due—Which can include a variable or declining percentage of support.
- Floor amount of the guarantee: the amount from which the guarantee can be activated.
- Ceiling amount compensation: the maximum amount to which the transferor commits itself. There is no obligation to pay beyond that.
- Implementing arrangements : additional information necessary to apply the guarantee (justification for passivehow to send the claim, etc.).
There are alsoother types of guarantees which may be provided for in the deed of assignment, depending on the negotiation between the parties and the nature of the transaction:
- Security net worth guarantee clause : sets a minimum value of the business at the date of the transfer.
- Guarantee clause for turnover or results (earn-out or additional price): the sale price depends in part on the future performance of the business.
- Non-compete guarantee clause : the transferor undertakes not to engage in a competing activity for a specified period of time and in a specified area.
Mandatory writing for a sale of SARL / EURL shares
Signature value
Once the deed of assignment is signed, the parties must register it to the competent company Tax Office (SIE) and pay the registration fees due.
1File the deed of assignment
Once the deed of sale of shares has been signed, it must then be Registered with the company Tax Office (SIE) of the place of domicile of the transferee or the ceding :
Registration must take place within a period ofone month from the date of the act. The deed must be filed in 2 copies and accompanied by the payment of registration fees (by check or transfer depending on the services). In principle, the registration fees are payable by the assignee, i.e. the purchaser of the shares. However, the parties may provide in the deed of assignment that these rights will be borne by the assignor or distributed between them.
2Pay the registration fee
Registration fees are calculated by applying a percentage to the transfer price. This percentage varies according to the nature of the business whose shares are sold.
For transfers of shares of SARL, the registration fee shall be 3%. It shall be calculated on the sale price less a discount equal to €23,000, reduced to the percentage of the number of shares transferred in the share capital.
The rate shall be increased to 5% where the transfer relates to shares of a business with preponderance in real estate.
Example :
An SARL has 1,000 shares. A partner sells 500 shares for a price of €100,000.
As a reduction of €23,000, the abatement is here of €11,500 (€23,000 × 500/1,000). Registration fees are therefore calculated on €88,500 (€100,000 - €11,500), or €2,655 registration fees payable (€88,500 × 3%).
The registration fee amount cannot be less than €25.
Example :
An SARL has 1,000 shares. A partner sells 10 shares for a price of €1,000. The applicable abatement shall be €230 (€23,000 × 10/1,000). Registration fees are therefore calculated on €770 (€1,000 − €230), or €23.10 (€770 × 3%). This amount being less than €25, the transferee shall pay the legal minimum of €25.
Please note
The disposal benefits from a abatement from €500,000 on the value of the shares when carried out with one of the following :
- Either one employee of the transferred company. He must be employed in CDI full-time for at least 2 years or have a apprenticeship contract in progress at the time of transfer.
- Either one family member of the transferor (spouse or Civil partnership partner, ascendants or descendants, or siblings).
This allowance shall be applied when all following conditions the following shall be respected:
- The company exercises a commercial, industrial, craft, agricultural or liberal activity, with the exception of the management of its own movable or immovable assets.
- The transferor shall have held the securities for more than 2 years (if the transferor has acquired the shares free of charge, no holding period is required).
- The buyer must continue the activity of the business whose shares have been sold as a single professional activity and in an effective and continuous manner, during the 5 years following the date of the sale.
- The buyer must ensure effective leadership company during those 5 years.
Registration within one month
Minimum amount of 25 € for registration fees
Amount of the transfer registration fee
Exemption from registration fees
Payment of registration fees at the expense of the buyer
The sale of shares leads to a change in the distribution of shares between the partners. The statutes of the business must therefore be updated to take account of this new allocation. This process takes place in 3 steps: adopt the decision to amend the statutes, draw up the act establishing that decision and update statuses.
1Adopt the decision to amend the statutes
In order to proceed with the amendment of the articles of association, the decision must be taken by the members meeting at a general meeting or, in the case of single-person business, by the sole shareholder.
The meeting must first be convened by the business manager.
Once the meeting is regularly convened, the decision to amend the statutes must be adopted according to the majority rules provided for by law or by the statutes.
The rules for adopting a decision vary depending on whether it is an SARL or an EURL:
SARL
In a limited liability company (SARL), the decision to amend the articles of association must be voted on and approved by the members meeting in Extraordinary General Meeting (AGE). When the amendment of the statutes is not adopted at the first meeting, the members are then consulted a second time, in order to allow a new deliberation.
- For SARL created before August 4, 2005 :
The decision to amend the statutes of an SARL shall be approved by the partners representing at least the 3/4 of the shares, without any quorum is not required. In other words, no minimum number of members present is necessary for the meeting to be able to deliberate validly. - For SARL created after August 4, 2005 :
The general meeting may validly deliberate only if the members present or represented hold at least 1/4 of the shares at the first meeting, and at least 1/5 of these during the second. If these thresholds are not reached, a new meeting must be convened within a maximum period of 2 months. When a quorum is respected, the decision to amend the statutes must then be taken by a majority of 2/3 of the shares held by the partners present or represented.
Once the resolution is adopted, it must be recorded in a minutes.
It is then necessary to update statuses replacing the old entries with the new ones.
Please note
For more information, see our factsheet on the decision-making in an SARL.
EURL
To change the statuses of a Limited Liability Single Person company (EURL), the decision shall be taken by the single member, who shall exercise all the powers normally conferred on the members of a multipersonal SARL.
The sole shareholder therefore takes the decision to amend the articles of association alone, without quorum or majority requirement.
The manager, whether or not he is the sole shareholder, cannot decide himself to amend the articles of association. However, it may take certain management decisions provided for by law, such as the transfer of the registered office to the same department or a neighboring department, but this decision becomes effective only after ratification by the sole shareholder. In the absence of validation by the latter, the statutory amendment cannot be carried out.
Once the decision is adopted, it must be recorded in writing in a unilateral decision-making document (also known as a unilateral decision of the sole shareholder), document in lieu of minutes of general meeting.
It is then necessary to update statuses replacing the old entries with the new ones.
2Drafting the decision document
The rules for writing a record of decisions differ depending on whether the business is multipersonal (SARL) or single-person (EURL).
multipersonal business
In the multipersonal businesses, decisions amending the statutes shall be recorded in a minutes of general meeting.
The minutes shall include the following information :
- Date and place of meeting
- Terms of convening
- Agenda
- Identity of the session chair
- List of partners present or represented with the indication of the number of shares or shares held by each
- Documents and reports submitted to the Assembly
- Summary of the discussions
- Text of resolutions put to the vote (subjects on which decisions are to be taken)
- Detailed results of votes
- Mention of the articles of association concerned by the amendment and indication of their new wording
single-person business
In the single-person businesses, there is no meeting, no convening of the partners, nor any vote to be organized.
The amendment of the statutes results from a unilateral decision of the sole shareholder, which must simply be established in writing.
This decision must be dated, signed and recorded in the register of decisions of the sole shareholder.
The unilateral decision of the sole shareholder shall include the following information :
- Identity of the sole partner
- Decision adopted
- Mention of the articles of association concerned by the amendment and indication of their new wording
3Update the statutes in accordance with the decision
Once the decision to amend the statutes has been adopted, the statuses must be updated to take account of the new distribution of shares between shareholders.
It is appropriate to amend the article of the articles of association relating to the distribution of shares in order to indicate the identity of the shareholders after the transfer and the number of shares held by each.
Please note
The transfer of shares does not change the amount of the share capital. Only the distribution of shares among the partners is updated.
Once the changes have been made, the updated statuses must be dated and certified as true to the original by the legal representative of the business. The statutes must then be sent as part of the declaration formality to the companies' formalities desk.
Collective decisions (SARL)
Constituent elements of a minutes
After the signing of the deed of assignment and the amendment of the statutes, the business must complete certain mandatory formalities: publish a notice in a legal advertising medium (in some cases), declare the change on the company formalities window and update beneficial owners.
1Publish a legal ad in a legal ad medium, if necessary
The sale of shares does not in itself require publication of a legal advertisement in a legal advertisement medium (Shal).
On the other hand, legal notice is required when the transaction is accompanied by an amendment to the articles of association subject to publication, such as a change of manager, one change of corporate purpose or any other statutory amendment to be publicized. The notice is then published in a Shal: titleContent of the department of head office of the business.
Publication must be carried out within a period ofone month from the time the decision is taken.
The notice of publication shall contain the following items :
- Reason or corporate name
- Legal form
- Share capital
- Social object
- Address of head office
- Location and registration number at RCS: titleContent or at RNE: titleContent
- Decision or minutes of the general meeting dated and signed
- Description of the statutory changes subject to disclosure (e.g. change of manager, change of corporate object or corporate name). The transfer of shares, in itself, does not need to be mentioned in the legal announcement.
FYI
Once the publication is completed, a certificate of publication the notice of amendment shall be issued. This is one of the documents to be sent to the companies' formalities desk in the amendment file.
2Declare the transfer at the formalities desk
The transfer of shares must then be declared within one month on the website of the company formalities office :
The change folder must include the following supporting documents :
- Copy of the minutes of the meeting which decided to amend the statutes
- Copy of the articles of association updated in the article relating to the distribution of shares, dated and certified as true to the original by the legal representative
- Certification of publication of the notice in a Legal Advertising Support (Shal), if necessary
- Change declaration automatically generated on the company formalities window
Warning
In an SARL, the partners are not listed on the registration certificate (extract RNE: titleContent or extract Kbis). Consequently, a change of partners does not, in itself, result in the updating of the registration certificate.
However, a new extract may be issued if other changes are declared simultaneously, such as a change of leader or updating the address of the manager, for example.
3Declare the beneficial owners
The transfer of shares usually involves a change in the beneficial ownership of the business. In this case, a amending declaration of beneficial owners must be deposited at the companies' formalities desk.
This declaration is mandatory when a natural person acquires or loses control of the business, or when his holding percentage exceeds the threshold of 25% capital or voting rights.
That is the case if the holding percentage changes :
Example :
Before the transfer, Mr X holds 20% and Ms Y 80%. After the sale of shares, Mr X holds 30% and Ms Y 70%.
The beneficial ownership statement needs to be updated as Mr. X's percentage of ownership has evolved and it is becoming beneficial owner.
A declaration of beneficial ownership may also be required when the holding percentages remain the same, but the persons holding the shares change :
Example :
Before the transfer, Ms Y holds 70% of capital and Mr X 30%. Ms Y sells all her shares to Mr Z, who now holds 70%, while Mr X retains 30%.
The beneficial ownership statement needs to be updated to replace Ms. Y with Mr. Z, without changing the ownership percentages.
Modifying registration at the RCS (via formalities desk)
Publication in a legal advertising medium
After completing the formalities related to the assignment, the assignor shall report the transaction to the tax authorities. Depending on the price at which the shares were purchased and resold, the sale may result in a gain or loss.
1Determine whether the disposal generated a gain or loss
To determine whether the disposal generated a gain or loss for the ceding, we must compare:
- the sale price of the shares
- their purchase price
3 situations may arise:
- if the sale price is higher than the purchase price, the transferor realizes a gain (called added value)
- if the sale price is lower than the purchase price, the transferor realizes a loss called (loss of value)
- if the two amounts are identical, no capital gain or loss is recognized
Example :
A partner bought shares for €40,000. He sells them €60,000. It therefore realizes an added value of €20,000.
Conversely, if the partner has purchased shares for €40,000 and resells them €30,000, it realizes a capital loss of €10,000.
2Report gain or loss
Once the amount of the gain or loss has been determined, the transferor must declare it. The tax consequences differ depending on whether it is a natural person or a legal person:
The transferor is a natural person
When a natural person makes a gain on the sale of shares, this gain is in principle subject to single flat-rate levy of 31.4% including:
- 12.8% in respect of income tax
- 18.6% of social levies
The transferor may, however, opt for taxation in accordance with progressive scale income tax, if this option is more favorable to him and therefore be taxed according to his tax bracket (from 0 to 45%).
The added value is declared in the annual tax return for the year filed in the year following the year of the assignment.
In case of loss of value, no tax shall be payable in respect of such transfer. However, this loss can be used to reduce the amount of other similar gains in the same year, or in some cases in subsequent years.
The transferor is a legal person
When a legal person gains on the sale of shares, which are taxed according to the tax regime applicable to the business (tax on businesses or scheme ofincome tax, as appropriate).
The gain must be reported as part of its statement of profit or loss for the year in the course of which the transfer occurred.
In case of loss of value, no tax shall be payable in respect of such transfer. However, this loss may, in certain situations, be used to reduce the amount of taxable profits of the business.
Warning
The obligation to declare the capital gain or loss resulting from the sale of shares shall be ceding, whether it is a natural person or a legal person. The business does not have to report the gain or loss realized by the partner on the occasion of the sale of its shares.
Taxation of transfers of shares
Calculation of capital gain and capital loss
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Information of employees in the event of a sale
Means of informing employees
Maximum period of 2 years to carry out the transfer after the information
Cases of exclusion from the obligation to inform employees
Information and consultation of CSE in businesses subject to this obligation
Transfer of SARL shares to a family member
Transfer of SARL shares to a third party
Transfer of shares in SARL to a partner
Mandatory writing for a sale of SARL / EURL shares
Collective decisions (SARL)
Modifying registration at the RCS (via formalities desk)
Publication in a legal advertising medium
Constituent elements of a minutes
Signature value
Determination of the sale price by the transferee and the transferor
Payment of registration fees at the expense of the buyer
Appointment of an expert in case of dispute or lack of agreement
Taxation of transfers of shares
Calculation of capital gain and capital loss
Registration within one month
Minimum amount of 25 € for registration fees
Amount of the transfer registration fee
Exemption from registration fees
FAQ
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