Business transfer: transfer of shares to a third party
Verified 05 June 2026 - Entreprendre Public Service / Directorate of Legal and Administrative Information (Prime Minister)
A social share is a title to a part of the capital of the business. This business share gives the partner rights to participate in the life of the company. Thus, the sale of shares consists of a partner (the transferor) transferring to a purchaser (the transferee) the rights that it holds in the share capital of the company. Whatever the legal form of the company, this operation must follow a number of steps.
What applies to you ?
SARL
The system of authorization depends on the social form of company and beneficiary of the transfer : third-party operator, partner, spouse (Civil partnership or partner), ascendant or descendant.
By " third party » means any natural or legal person not associated on the day of the transfer. They may be a former partner, employees or non-partner managers.
The sale of shares to a third party operator is not possible with the consent of the majority of the partners representing at least half of the shares. The statutes may provide for a stronger majority.
Where the approval of the partners is necessary, it must be obtained at a general meeting. The latter has 3 months to respond (6 months for ICS). In the absence of a written reply within that period, approval shall be granted.
Please note
if you are married under the regime of legal community or placed under the regime of indivision, your spouse's consent to the transfer is required. A transfer of shares carried out without his consent may be canceled within 2 years from the date of transfer.
Where the transfer concerns an amount greater than €1,500, it must be the subject of a written :
- or by authentic act (by a notary)
- or by private act (between parties only).
Please note
Below €1,500, the assignment may be proved by any means (e.g. email, fax, testimony).
The deed of assignment must count as many copies as parts to the contract. Each copy must be signed by the parties.
The electronic signature is based on a reliable digital certificate that allows the secure identification of its author and prohibits further modification. The electronic signature is secure until proven otherwise.
Conversely, 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.
The deed of assignment must contain certain mandatory particulars :
- Names of parties
- Identity of the business
- Number and designation of shares transferred (if numbered)
- Sale price of the transfer and payment terms (except in case of donation)
- Details of the approval of the partners.
In the absence of written notice, the assignment remains valid. However, the purchaser who cannot therefore carry out the publicity formalities necessary to make the assignment effective may request the disposal resolution.
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.
You must inform the employees of your willingness to sell your shares and their ability to submit an offer to purchase for the acquisition of such securities where all of the following conditions are met:
- The company comprises less than 250 employees
- The company's annual turnover shall not exceed EUR 50 million,
- The sale of the shares represents more than 50% capital of the business.
FYI
From 250 employees, no information is required.
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 presented by one or more employees must be communicated to you without delay.
On the other hand, that offer does not no priority compared to other offers. You are completely free to enter into negotiations with employees or not.
Refusal to study or accept an offer doesn't have to be motivated. You have the right not to answer.
Please note
Where each employee has made known his decision not to submit an offer, the sale of the shares may take place before the expiry of the 2-month period.
The sale must take place within a maximum period of 2 years after the expiry of the period of 2 months. Beyond this period, any sale is again subject to the obligation to inform employees.
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 registered letter with request for acknowledgement of receipt;
- By act of a commissioner of justice (formerly act of bailiff) or lawyeretc.
What sanctions?
If the shares are sold without the employees having been informed, they may apply to the civil court for compensation for their loss.
In this case, you may be ordered to pay damages rising to 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.
Purpose of the guarantee
After the sale of shares (and in particular those with control of the business), the appearance of unknown debts is a major risk that the buyer must avoid to ensure the sustainability of the company.
By the asset-liability guarantee clause, you guarantee the accuracy of all the information provided to the buyer: company activity, company accounts, customers and suppliers, payroll costs, capital allocation, no provision affecting the transferability of securities, statement of collateral, possible equity investments in other companies, ongoing litigation, etc.
This guarantee clause allows the buyer to protect himself against:
- The discovery of a liability which had not been reported at the time of the assignment (this must be a debt prior to the assignment and disclosed after the assignment)
- An incorrect valuation of the asset whose value turns out to be lower than what had been agreed (e.g. too generous stock appreciation).
If one of these assumptions is confirmed after the sale of the securities, the buyer may activate the guarantee to obtain a compensation on your part.
Please note
It is also possible to conclude an asset or liability non-guarantee clause when the buyer is familiar with the company, either for having been a reference partner (e.g. a minority represented on the board) before the sale, or for having been a director of the target business.
Mentions of the guarantee clause
The guarantee clause must be expressly provided for in the deed of assignment or in a separate deed signed by the parties. It must contain the following information :
- 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 clause : between 3 and 5 years.
- Calculation of compensation : the percentage of the debt that you commit to assume. This percentage may decrease over time.
- Floor amount of the guarantee: the amount from which the guarantee can be activated.
- Ceiling amount compensation: the maximum amount to which you are committed. You won't have to pay beyond that.
- Implementing arrangements : additional information necessary to apply the guarantee (justification of the liability, procedure for sending the claim, etc.).
Declaration of the transfer
Assignment evidenced by a deed
Assignments of social rights established by an act shall be subject to the formality of registration within the 1 month from the date of the act.
The deed of assignment must be deposited on site or by mail, in 2 copies and accompanied by the payment of the fees (by check or transfer) to the department in charge of the registration of the domicile of one of the parties or the residence of the notary if the assignment is carried out by notarial deed.
Who shall I contact
Assignment not recognized by deed
Assignments of social rights which are not not established by an act must be declared within 1 month from the date of transfer:
- either through the online service available on impots.gouv.fr in your professional area, under Procedures > Assignments of social rights
Espace professionnel impots.gouv.fr
- or by means of Form No. 2759, to be filed with the registration department to which one of the parties belongs.
Assignment of social rights or rights not established by an act
Who shall I contact
Payment of registration fees
The acquisition of shares shall give rise to payment by the purchaser a registration fee.
However, the deed of assignment may provide that the payment of duties is the responsibility of the seller or shared between the two parties.
This fee shall be fixed at 3% and calculated on the sale price less one abatement equal to €23,000 brought back to percentage of the number of shares sold in social capital.
The rate is 5% for predominantly real estate businesses, i.e. businesses with more than half of the assets of buildings not assigned to his professional operation.
The amount of the registration fee may not be less than €25.
Example :
You are the owner of 50 shares of a limited liability company whose capital is divided into 400 shares. You sell your shares to the buyer for a value of €50,000.
The amount of registration fees payable by the purchaser is calculated as follows: Assignment price - (23,000 x Number of shares sold ÷ Total number of business shares) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 400) = 47,125 × 3% = €1,414 registration fees.
Tax exemption
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 on a full-time permanent contract for at least 2 years or have 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 continuing the activity of the business whose shares have been sold as a professional activity unique 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.
A sale of shares implies a new distribution of shares between the shareholders and therefore an amendment to the statutes.
The statutory amendment is carried out in 3 steps.
1. Convening of an extraordinary general meeting
The decision to amend the articles of association must be voted on and approved by the members extraordinary general meeting (AGE).
If the amendment to the articles of association is not approved at the first meeting, the members are consulted a second time.
SARL incorporated before August 4, 2005
The decision to amend the articles of association of a SARL must be adopted by the partners representing at least the 3/4 of the shares.
There's no no quorum required, a minimum number of participants present or represented at the EFA is not required.
SARL incorporated after August 4, 2005
The general meeting may validly deliberate only if the members present or represented possess at least 1/4 shares (on first notice) and 1/5 of these (on second summons).
Otherwise, a new meeting must be convened within 2 months at the latest.
If the quorum is respected, the amendments must then be decided by a majority of 2/3 of the shares held by the shareholders present or represented.
2. Publication in a legal advertising medium
Any amendment to the articles of association must be published in a support for legal announcements the department in which your business is headquartered.
Publication must be carried out within a period of1 month from the date of the amendment.
The notice of publication must contain the following :
- Reason or company name
- Legal form
- Share capital
- Social object
- Address of the seat
- Location and registration number at RCS: titleContent
- Decision or minutes of the general meeting dated and signed
- Changes made
This notice must be signed by the manager of the business or by the notary who drafted the deed of sale of shares.
3. Declaration of the change
The statutory amendment must finally be declared within the1 month, on the website company formalities window :
Please note
Automatic insertion at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the amendment enforceable against third parties.
During the declaration, you must transmit the supporting documents following:
- Copy of the minutes of the meeting which decided to amend the statutes
- Copy of the updated statutes: dated and certified as true to the original by the legal representative
- Certification of publication of the notice in a support for legal announcements
FYI
If the modification of the statutes results in a change in beneficial ownership, it must also be declared at the formalities desk.
Failure to comply with this obligation may result in severe penalties, such as deregistration of the business.
During the assignment, you can realize an added value which is the difference between the sale price and the original value of your business securities.
Capital gains realized on the sale of shares may be taxed according to 2 methods of taxation different, to choose from:
- Flat rate of income tax (flat tax)
- Progressive scale of income tax
Flat rate
Where the transferor has not previously chosen a method of taxing its capital gain, it is the " Single flat-rate levy (PFU) » that applies. In other words, this capital gain is taxed to the extent of 12.8% under the flat rate income tax, to which are added social levies at the rate of 18.6%, or a total tax payable of 31.4% .
Example :
The partner assigns for an amount of €150,000 the business securities it originally purchased €100,000. It therefore realizes an added value of €50,000.
- Calculation of social security contributions: 50,000 x 18.6% = €9,300
- Calculation of income tax amount: 50,000 x 12.8% = €6,400
It will therefore have to pay a total of €15,700 on the transfer of its securities (shares or shares).
FYI
The capital gain realized by the transferor will be automatically taxed according to this flat rate, unless it opts previously for taxation according to progressive scale income tax.
Progressive scale
You can waive the flat rate of 12.8% and choose, upon express and revocable option, to be subject to the progressive scale of income tax.
The added value is then taken into account in your overall net income and is taxed according to your tax bracket (from 0 à 45%).
Income bands | Tax rate of income bracket |
|---|---|
Up to €11,600 | 0% |
From €11,601 à €29,579 | 11% |
From €29,580 à €84,577 | 30% |
From €84,578 à €181,917 | 41% |
More than €181,917 | 45% |
Please note
The social levies shall be applied in the same way to the 18.6% on the amount of the capital gain.
In addition, when you opt for taxation according to the progressive scale, you can benefit from abatement on your capital gains resulting from the sale of the securities you hold acquired or subscribed before 1er January 2018.
There is a reduction of ordinary law and an abatement reinforced.
General abatement
THEcommon law abatement shall apply in all situations and is directly related to the holding period of the securities:
- 50% for securities held between 2 and 8 years
- 65% for securities held since over 8 years old
Reinforced abatement
THEenhanced abatement is also linked to the holding period of the securities but it is more advantageous for tax purposes:
- 50% for securities held between 1 and 4 years
- 65% for securities held between 4 and 8 years
- 85% for securities held since over 8 years old
The enhanced allowance shall apply in one of the following situations :
- You sell the shares of an SME under 10 years of age on the date of subscription or acquisition of the shares : it is a company with fewer than 250 employees with a turnover of less than €50 million.
- You sell the shares of an SME of which you are a manager and you retire : you must have been a continuous manager and have held at least 25% the rights of the business during the 5 years preceding the transfer. You must cease all activity in the business and exercise your pension rights within 2 years of the transfer.
Please note
A retired SME executive can also opt for a fixed abatement of €500,000. This applies to disposals made until 31 December 2031, irrespective of the way in which capital gains are taxed (flat rate or progressive scale). It cannot be combined with a proportional allowance under ordinary or reinforced law.
CNS
The system of authorization depends on the social form of company and beneficiary of the transfer : third-party operator, partner, spouse (Civil partnership or partner), ascendant or descendant.
By " third party » means any natural or legal person not associated on the day of the transfer. They may be a former partner, employees or non-partner managers.
The shares may not be transferred between partners, to the spouse, to the ascendants and descendants or to third parties that with the consent of all partners.
Any clause to the contrary is not valid. This rule cannot be circumvented by any derogation clause and also concerns donations, exchanges and liquidation of community between spouses.
Where the approval of the partners is necessary, it must be obtained at a general meeting. The latter has 3 months to answer. In the absence of a written reply within that period, approval shall be granted.
Please note
if you are married under the regime of legal community or placed under the regime of indivision, your 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.
Where the transfer concerns an amount greater than €1,500, it must be the subject of a written :
- or by authentic act (by a notary),
- or by private act (between parties only).
Please note
Below €1,500, the assignment may be proved by any means (e.g. email, fax, testimony).
The deed of assignment must count as many copies as parts to the contract. Each copy must be signed by the parties.
The electronic signature is based on a reliable digital certificate that allows the secure identification of its author and prohibits further modification. The electronic signature is secure until proven otherwise.
Conversely, 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.
The deed of assignment must contain certain mandatory particulars :
- Names of parties
- Identity of the business
- Number and designation of shares transferred (if numbered)
- Sale price of the transfer and payment terms (except in case of donation)
- Details of the approval of the partners.
In the absence of written notice, the assignment remains valid. However, the purchaser who cannot therefore carry out the publicity formalities necessary to make the assignment effective may request the disposal resolution.
Purpose of the guarantee
After the sale of shares (and in particular those with control of the business), the appearance of unknown debts is a major risk that the buyer must avoid to ensure the sustainability of the company.
By the asset-liability guarantee clause, you guarantee the accuracy of all the information provided to the buyer: company activity, company accounts, customers and suppliers, payroll costs, capital allocation, no provision affecting the transferability of securities, statement of collateral, possible equity investments in other companies, ongoing litigation, etc.
This guarantee clause allows the buyer to protect himself against:
- The discovery of a liability which had not been reported at the time of the assignment (this must be a debt prior to the assignment and disclosed after the assignment)
- An incorrect valuation of the asset whose value turns out to be lower than what had been agreed (e.g. too generous stock appreciation).
If one of these assumptions is confirmed after the sale of the securities, the buyer may activate the guarantee to obtain a compensation on your part.
Please note
It is also possible to conclude an asset or liability non-guarantee clause when the buyer is familiar with the company, either for having been a reference partner (e.g. a minority represented on the board) before the sale, or for having been a director of the target business.
Mentions of the guarantee clause
The guarantee clause must be expressly provided for in the deed of assignment or in a separate deed signed by the parties. It must contain the following information :
- 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 clause : between 3 and 5 years.
- Calculation of compensation : the percentage of the debt that you commit to assume. This percentage may decrease over time.
- Floor amount of the guarantee: the amount from which the guarantee can be activated.
- Ceiling amount compensation: the maximum amount to which you are committed. You won't have to pay beyond that.
- Implementing arrangements : additional information necessary to apply the guarantee (justification of the liability, procedure for sending the claim, etc.).
Declaration of the transfer
Assignment evidenced by a deed
Assignments of social rights established by an act shall be subject to the formality of registration within the 1 month from the date of the act.
The deed of assignment must be deposited on site or by mail, in 2 copies and accompanied by the payment of the fees (by check or transfer) to the department in charge of the registration of the domicile of one of the parties or the residence of the notary if the assignment is carried out by notarial deed.
Who shall I contact
Assignment not recognized by deed
Assignments of social rights which are not not established by an act must be declared within 1 month from the date of transfer:
- either through the online service available on impots.gouv.fr in your professional area, under Procedures > Assignments of social rights
Espace professionnel impots.gouv.fr
- or by means of Form No. 2759, to be filed with the registration department to which one of the parties belongs.
Assignment of social rights or rights not established by an act
Who shall I contact
Payment of registration fees
The acquisition of shares shall give rise to payment by the purchaser a registration fee.
However, the deed of assignment may provide that the payment of duties is the responsibility of the seller or shared between the two parties.
This fee shall be fixed at 3% and calculated on the sale price less one abatement equal to €23,000 brought back to percentage of the number of shares sold in social capital.
The rate is 5% for predominantly real estate businesses, i.e. businesses with more than half of the assets of buildings not assigned to his professional operation.
The amount of the registration fee may not be less than €25.
Example :
You own 50 shares of a SNC whose capital is divided into 400 shares. You sell your shares to the buyer for a value of €50,000.
The amount of registration fees payable by the purchaser is calculated as follows: Transfer price - (23,000 x Number of shares sold ÷ Total number of business shares) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 400) = 47,125 × 3% = €1,414 registration fees.
Tax exemption
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 on a full-time permanent contract for at least 2 years or have 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 continuing the activity of the business whose shares have been sold as a professional activity unique 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.
A sale of shares implies a new distribution of shares between the shareholders and therefore an amendment to the statutes.
The statutory amendment is carried out in 3 steps.
1. Convening of an extraordinary general meeting
The decision to amend the articles of association must be voted on and approved by the members extraordinary general meeting (AGE).
If the amendment to the articles of association is not approved at the first meeting, the members are consulted a second time.
Any amendment to the statutes requires the agreement to the unanimity of the members (100%).
However, the statutes may provide for certain decisions to be taken with the agreement of the majority (50%).
2. Publication in a legal advertising medium
Any amendment to the articles of association must be published in a support for legal announcements the department in which your business is headquartered.
Publication must be carried out within a period of1 month from the date of the amendment.
The notice of publication must contain the following :
- Reason or company name
- Legal form
- Share capital
- Social object
- Address of the seat
- Location and registration number at RCS: titleContent
- Decision or minutes of the general meeting dated and signed
- Changes made
This notice must be signed by the manager of the business or by the notary who drafted the deed of sale of shares.
3. Declaration of the change
The statutory amendment must finally be declared within the1 month, on the website company formalities window :
Please note
Automatic insertion at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the amendment enforceable against third parties.
During the declaration, you must transmit the supporting documents following:
- Copy of the minutes of the meeting which decided to amend the statutes
- Copy of the updated statutes: dated and certified as true to the original by the legal representative
- Certification of publication of the notice in a support for legal announcements
FYI
If the modification of the statutes results in a change in beneficial ownership, it must also be declared at the formalities desk.
Failure to comply with this obligation may result in severe penalties, such as deregistration of the business.
During the assignment, you can realize an added value which is the difference between the sale price and the original value of your business securities.
Capital gains realized on the sale of shares may be taxed according to 2 methods of taxation different, to choose from:
- Flat rate of income tax (flat tax)
- Progressive scale of income tax
Flat rate
Where the transferor has not previously chosen a method of taxing its capital gain, it is the " Single flat-rate levy (PFU) » that applies. In other words, this capital gain is taxed to the extent of 12.8% under the flat rate income tax, to which are added social levies at the rate of 18.6%, or a total tax payable of 31.4% .
Example :
The partner assigns for an amount of €150,000 the business securities it originally purchased €100,000. It therefore realizes an added value of €50,000.
- Calculation of social security contributions: 50,000 x 18.6% = €9,300
- Calculation of income tax amount: 50,000 x 12.8% = €6,400
It will therefore have to pay a total of €15,700 on the transfer of its securities (shares or shares).
FYI
The capital gain realized by the transferor will be automatically taxed according to this flat rate, unless it opts previously for taxation according to progressive scale income tax.
Progressive scale
You can waive the flat rate of 12.8% and choose, upon express and revocable option, to be subject to the progressive scale of income tax.
The added value is then taken into account in your overall net income and is taxed according to your tax bracket (from 0 à 45%).
Income bands | Tax rate of income bracket |
|---|---|
Up to €11,600 | 0% |
From €11,601 à €29,579 | 11% |
From €29,580 à €84,577 | 30% |
From €84,578 à €181,917 | 41% |
More than €181,917 | 45% |
Please note
The social levies shall be applied in the same way to the 18.6% on the amount of the capital gain.
In addition, when you opt for taxation according to the progressive scale, you can benefit from abatement on your capital gains resulting from the sale of the securities you hold acquired or subscribed before 1er January 2018.
There is a reduction of ordinary law and an abatement reinforced.
General abatement
THEcommon law abatement shall apply in all situations and is directly related to the holding period of the securities:
- 50% for securities held between 2 and 8 years
- 65% for securities held since over 8 years old
Reinforced abatement
THEenhanced abatement is also linked to the holding period of the securities but it is more advantageous for tax purposes:
- 50% for securities held between 1 and 4 years
- 65% for securities held between 4 and 8 years
- 85% for securities held since over 8 years old
The enhanced allowance shall apply in one of the following situations :
- You sell the shares of an SME under 10 years of age on the date of subscription or acquisition of the shares : it is a company with fewer than 250 employees with a turnover of less than €50 million.
- You sell the shares of an SME of which you are a manager and you retire : you must have been a continuous manager and have held at least 25% the rights of the business during the 5 years preceding the transfer. You must cease all activity in the business and exercise your pension rights within 2 years of the transfer.
Please note
A retired SME executive can also opt for a fixed abatement of €500,000. This applies to disposals made until 31 December 2031, irrespective of the way in which capital gains are taxed (flat rate or progressive scale). It cannot be combined with a proportional allowance under ordinary or reinforced law.
SCS
The system of authorization depends on the social form of company and beneficiary of the transfer : third-party operator, partner, spouse (civil partnership or partner), ascendant or descendant.
By " third party » means any natural or legal person not associated on the day of the transfer. They may be a former partner, employees or non-partner managers.
Shares may not be transferred between partners, to their ascendants and descendants, or to third parties, only with the consent of all partners.
However, the statutes may make accommodations.
Thus, the partners may stipulate in the articles of association that:
- The shares of the limited partners (who bring the capital) can be freely transferred between partners.
- The shares of the limited partners may be transferred to third parties foreigners to the business, provided you have consent of all sponsors (responsible for the management of CBS) and majority in number and capital of the limited partners.
- The shares of a general partner may be transferred in part to a limited partner or to a third party at the businesses, provided that the consent of all the general partners and the majority in number and capital of the general partners is obtained.
Where the approval of the partners is necessary, it must be obtained at a general meeting. The latter has 3 months to answer. In the absence of a written reply within that period, approval shall be granted.
Please note
if you are married under the regime of legal community or placed under the regime of indivision, your 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.
Where the transfer concerns an amount greater than €1,500, it must be the subject of a written :
- or by authentic act (by a notary),
- or by private act (between parties only).
Please note
Below €1,500, the assignment may be proved by any means (e.g. email, fax, testimony).
The deed of assignment must count as many copies as parts to the contract. Each copy must be signed by the parties.
The electronic signature is based on a reliable digital certificate that allows the secure identification of its author and prohibits further modification. The electronic signature is secure until proven otherwise.
Conversely, 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.
The deed of assignment must contain certain mandatory particulars :
- Names of parties
- Identity of the business
- Number and designation of shares transferred (if numbered)
- Sale price of the transfer and payment terms (except in case of donation)
- Details of the approval of the partners.
In the absence of written notice, the assignment remains valid. However, the purchaser who cannot therefore carry out the publicity formalities necessary to make the assignment effective may request the disposal resolution.
Purpose of the guarantee
After the sale of shares (and in particular those with control of the business), the appearance of unknown debts is a major risk that the buyer must avoid to ensure the sustainability of the company.
By the asset-liability guarantee clause, you guarantee the accuracy of all the information provided to the buyer: company activity, company accounts, customers and suppliers, payroll costs, capital allocation, no provision affecting the transferability of securities, statement of collateral, possible equity investments in other companies, ongoing litigation, etc.
This guarantee clause allows the buyer to protect himself against:
- The discovery of a liability which had not been reported at the time of the assignment (this must be a debt prior to the assignment and disclosed after the assignment)
- An incorrect valuation of the asset whose value turns out to be lower than what had been agreed (e.g. too generous stock appreciation).
If one of these assumptions is confirmed after the sale of the securities, the buyer may activate the guarantee to obtain a compensation on your part.
Please note
It is also possible to conclude an asset or liability non-guarantee clause when the buyer is familiar with the company, either for having been a reference partner (e.g. a minority represented on the board) before the sale, or for having been a director of the target business.
Mentions of the guarantee clause
The guarantee clause must be expressly provided for in the deed of assignment or in a separate deed signed by the parties. It must contain the following information :
- 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 clause : between 3 and 5 years.
- Calculation of compensation : the percentage of the debt that you commit to assume. This percentage may decrease over time.
- Floor amount of the guarantee: the amount from which the guarantee can be activated.
- Ceiling amount compensation: the maximum amount to which you are committed. You won't have to pay beyond that.
- Implementing arrangements : additional information necessary to apply the guarantee (justification of the liability, procedure for sending the claim, etc.).
Declaration of the transfer
Assignment evidenced by a deed
Assignments of social rights established by an act shall be subject to the formality of registration within the 1 month from the date of the act.
The deed of assignment must be deposited on site or by mail, in 2 copies and accompanied by the payment of the fees (by check or transfer) to the department in charge of the registration of the domicile of one of the parties or the residence of the notary if the assignment is carried out by notarial deed.
Who shall I contact
Assignment not recognized by deed
Assignments of social rights which are not not established by an act must be declared within 1 month from the date of transfer:
- either through the online service available on impots.gouv.fr in your professional area, under Procedures > Assignments of social rights
Espace professionnel impots.gouv.fr
- or by means of Form No. 2759, to be filed with the registration department to which one of the parties belongs.
Assignment of social rights or rights not established by an act
Who shall I contact
Payment of registration fees
The acquisition of shares shall give rise to payment by the purchaser a registration fee.
However, the deed of assignment may provide that the payment of duties is the responsibility of the seller or shared between the two parties.
This fee shall be fixed at 3% and calculated on the sale price less one abatement equal to €23,000 brought back to percentage of the number of shares sold in social capital.
The rate is 5% for predominantly real estate businesses, i.e. businesses with more than half of the assets of buildings not assigned to his professional operation.
The amount of the registration fee may not be less than €25.
Example :
You own 50 shares of a SCS whose capital is divided into 400 shares. You sell your shares to the buyer for a value of €50,000.
The amount of registration fees payable by the purchaser is calculated as follows: Assignment price - (23,000 x Number of shares sold ÷ Total number of business shares) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 400) = 47,125 × 3% = €1,414 registration fees.
Tax exemption
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 on a full-time permanent contract for at least 2 years or have 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 continuing the activity of the business whose shares have been sold as a professional activity unique 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.
A sale of shares implies a new distribution of shares between the shareholders and therefore an amendment to the statutes.
The statutory amendment is carried out in 3 steps.
1. Convening of an extraordinary general meeting
The decision to amend the articles of association must be voted on and approved by the members extraordinary general meeting (AGE).
If the amendment to the articles of association is not approved at the first meeting, the members are consulted a second time.
Any change must be decided with the agreement of all general partners and the majority (number and capital) limited partners.
2. Publication in a legal advertising medium
Any amendment to the articles of association must be published in a support for legal announcements the department in which your business is headquartered.
Publication must be carried out within a period of1 month from the date of the amendment.
The notice of publication must contain the following :
- Reason or company name
- Legal form
- Share capital
- Social object
- Address of the seat
- Location and registration number at RCS: titleContent
- Decision or minutes of the general meeting dated and signed
- Changes made
This notice must be signed by the manager of the business or by the notary who drafted the deed of sale of shares.
3. Declaration of the change
The statutory amendment must finally be declared within the1 month, on the website company formalities window :
Please note
Automatic insertion at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the amendment enforceable against third parties.
During the declaration, you must transmit the supporting documents following:
- Copy of the minutes of the meeting which decided to amend the statutes
- Copy of the updated statutes: dated and certified as true to the original by the legal representative
- Certification of publication of the notice in a support for legal announcements
FYI
If the modification of the statutes results in a change in beneficial ownership, it must also be declared at the formalities desk.
Failure to comply with this obligation may result in severe penalties, such as deregistration of the business.
During the assignment, you can realize an added value which is the difference between the sale price and the original value of your business securities.
Capital gains realized on the sale of shares may be taxed according to 2 methods of taxation different, to choose from:
- Flat rate of income tax (flat tax)
- Progressive scale of income tax
Flat rate
Where the transferor has not previously chosen a method of taxing its capital gain, it is the " Single flat-rate levy (PFU) » that applies. In other words, this capital gain is taxed to the extent of 12.8% under the flat rate income tax, to which are added social levies at the rate of 18.6%, or a total tax payable of 31.4% .
Example :
The partner assigns for an amount of €150,000 the business securities it originally purchased €100,000. It therefore realizes an added value of €50,000.
- Calculation of social security contributions: 50,000 x 18.6% = €9,300
- Calculation of income tax amount: 50,000 x 12.8% = €6,400
It will therefore have to pay a total of €15,700 on the transfer of its securities (shares or shares).
FYI
The capital gain realized by the transferor will be automatically taxed according to this flat rate, unless it opts previously for taxation according to progressive scale income tax.
Progressive scale
You can waive the flat rate of 12.8% and choose, upon express and revocable option, to be subject to the progressive scale of income tax.
The added value is then taken into account in your overall net income and is taxed according to your tax bracket (from 0 à 45%).
Income bands | Tax rate of income bracket |
|---|---|
Up to €11,600 | 0% |
From €11,601 à €29,579 | 11% |
From €29,580 à €84,577 | 30% |
From €84,578 à €181,917 | 41% |
More than €181,917 | 45% |
Please note
The social levies shall be applied in the same way to the 18.6% on the amount of the capital gain.
In addition, when you opt for taxation according to the progressive scale, you can benefit from abatement on your capital gains resulting from the sale of the securities you hold acquired or subscribed before 1er January 2018.
There is a reduction of ordinary law and an abatement reinforced.
General abatement
THEcommon law abatement shall apply in all situations and is directly related to the holding period of the securities:
- 50% for securities held between 2 and 8 years
- 65% for securities held since over 8 years old
Reinforced abatement
THEenhanced abatement is also linked to the holding period of the securities but it is more advantageous for tax purposes:
- 50% for securities held between 1 and 4 years
- 65% for securities held between 4 and 8 years
- 85% for securities held since over 8 years old
The enhanced allowance shall apply in one of the following situations :
- You sell the shares of an SME under 10 years of age on the date of subscription or acquisition of the shares : it is a company with fewer than 250 employees with a turnover of less than €50 million.
- You sell the shares of an SME of which you are a manager and you retire : you must have been a continuous manager and have held at least 25% the rights of the business during the 5 years preceding the transfer. You must cease all activity in the business and exercise your pension rights within 2 years of the transfer.
Please note
A retired SME executive can also opt for a fixed abatement of €500,000. This applies to disposals made until 31 December 2031, irrespective of the way in which capital gains are taxed (flat rate or progressive scale). It cannot be combined with a proportional allowance under ordinary or reinforced law.
ICS
The system of authorization depends on the social form of company and beneficiary of the transfer : third-party operator, partner, spouse, ascendant or descendant.
By " third party » means any natural or legal person not associated on the day of the transfer. They may be a former partner, employees or non-partner managers.
Within a real estate civil business (ICS), the sale of shares to a third party requires always an approval procedure, unanimously or by a majority of the members as provided for in the articles of association.
Where the approval of the partners is necessary, it must be obtained at a general meeting. The latter has 6 months to answer. In the absence of a written reply within that period, approval shall be granted.
Please note
if you are married under the regime of legal community or placed under the regime of indivision, your 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.
Where the transfer concerns an amount greater than €1,500, it must be the subject of a written :
- or by authentic act (by a notary),
- or by private act (between parties only).
Please note
Below €1,500, the assignment may be proved by any means (e.g. email, fax, testimony).
The deed of assignment must count as many copies as parts to the contract. Each copy must be signed by the parties.
The electronic signature is based on a reliable digital certificate that allows the secure identification of its author and prohibits further modification. The electronic signature is secure until proven otherwise.
Conversely, 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.
The deed of assignment must contain certain mandatory particulars :
- Names of parties
- Identity of the business
- Number and designation of shares transferred (if numbered)
- Sale price of the transfer and payment terms (except in case of donation)
- Details of the approval of the partners.
In the absence of written notice, the assignment remains valid. However, the purchaser who cannot therefore carry out the publicity formalities necessary to make the assignment effective may request the disposal resolution.
Purpose of the guarantee
After the sale of shares (and in particular those with control of the business), the appearance of unknown debts is a major risk that the buyer must avoid to ensure the sustainability of the company.
By the asset-liability guarantee clause, you guarantee the accuracy of all the information provided to the buyer: company activity, company accounts, customers and suppliers, payroll costs, capital allocation, no provision affecting the transferability of securities, statement of collateral, possible equity investments in other companies, ongoing litigation, etc.
This guarantee clause allows the buyer to protect himself against:
- The discovery of a liability which had not been reported at the time of the assignment (this must be a debt prior to the assignment and disclosed after the assignment)
- An incorrect valuation of the asset whose value turns out to be lower than what had been agreed (e.g. too generous stock appreciation).
If one of these assumptions is confirmed after the sale of the securities, the buyer may activate the guarantee to obtain a compensation on your part.
Please note
It is also possible to conclude an asset or liability non-guarantee clause when the buyer is familiar with the company, either for having been a reference partner (e.g. a minority represented on the board) before the sale, or for having been a director of the target business.
Mentions of the guarantee clause
The guarantee clause must be expressly provided for in the deed of assignment or in a separate deed signed by the parties. It must contain the following information :
- 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 clause : between 3 and 5 years.
- Calculation of compensation : the percentage of the debt that you commit to assume. This percentage may decrease over time.
- Floor amount of the guarantee: the amount from which the guarantee can be activated.
- Ceiling amount compensation: the maximum amount to which you are committed. You won't have to pay beyond that.
- Implementing arrangements : additional information necessary to apply the guarantee (justification of the liability, procedure for sending the claim, etc.).
Declaration of the transfer
Assignment evidenced by a deed
Assignments of social rights established by an act shall be subject to the formality of registration within the 1 month from the date of the act.
The deed of assignment must be deposited on site or by mail, in 2 copies and accompanied by the payment of the fees (by check or transfer) to the department in charge of the registration of the domicile of one of the parties or the residence of the notary if the assignment is carried out by notarial deed.
Who shall I contact
Assignment not recognized by deed
Assignments of social rights which are not not established by an act must be declared within 1 month from the date of transfer:
- either through the online service available on impots.gouv.fr in your professional area, under Procedures > Assignments of social rights
Espace professionnel impots.gouv.fr
- or by means of Form No. 2759, to be filed with the registration department to which one of the parties belongs.
Assignment of social rights or rights not established by an act
Who shall I contact
Payment of registration fees
The acquisition of shares shall give rise to payment by the purchaser a registration fee.
However, the deed of assignment may provide that the payment of duties is the responsibility of the seller or shared between the two parties.
This fee shall be fixed at 3% and calculated on the sale price less one abatement equal to €23,000 brought back to percentage of the number of shares sold in social capital.
The rate is 5% for predominantly real estate businesses, i.e. businesses with more than half of the assets of buildings not assigned to his professional operation.
The amount of the registration fee may not be less than €25.
Example :
You own 50 shares in a SCI whose capital is divided into 400 shares. You sell your shares to the buyer for a value of €50,000.
The amount of registration fees payable by the purchaser is calculated as follows: Assignment price - (23,000 x Number of shares sold ÷ Total number of business shares) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 400) = 47,125 × 3% = €1,414 registration fees.
Tax exemption
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 on a full-time permanent contract for at least 2 years or have 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 continuing the activity of the business whose shares have been sold as a professional activity unique 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.
A sale of shares implies a new distribution of shares between the shareholders and therefore an amendment to the statutes.
The statutory amendment is carried out in 3 steps.
1. Convening of an extraordinary general meeting
The decision to amend the articles of association must be voted on and approved by the members extraordinary general meeting (AGE).
If the amendment to the articles of association is not approved at the first meeting, the members are consulted a second time.
Any amendment to the statutes requires the agreement to the unanimity of the members (100%).
However, the statutes may provide for certain decisions to be taken with the agreement of the majority (50%).
2. Publication in a legal advertising medium
Any amendment to the articles of association must be published in a support for legal announcements the department in which your business is headquartered.
Publication must be carried out within a period of1 month from the date of the amendment.
The notice of publication must contain the following :
- Reason or company name
- Legal form
- Share capital
- Social object
- Address of the seat
- Location and registration number at RCS: titleContent
- Decision or minutes of the general meeting dated and signed
- Changes made
This notice must be signed by the manager of the business or by the notary who drafted the deed of sale of shares.
3. Declaration of the change
The statutory amendment must finally be declared within the1 month, on the website company formalities window :
Please note
Automatic insertion at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the amendment enforceable against third parties.
During the declaration, you must transmit the supporting documents following:
- Copy of the minutes of the meeting which decided to amend the statutes
- Copy of the updated statutes: dated and certified as true to the original by the legal representative
- Certification of publication of the notice in a support for legal announcements
Please note
Since May 6, 2026, no longer necessary to attach the deed of assignment in the formality file filed on the formalities window of the companies, among the supporting documents.
Publicity of the transfer is now ensured only by the filing of the updated articles of association in the article on the distribution of shares.
In the event that the amended articles of association are not filed, the purchaser or assignor may give formal notice the manager to carry out this formality. If, within 8 days, no regularization occurs, he can proceed himself to the filing of the deed of assignment, provided that he has previously brought the matter before the judge. This deposit makes it possible to make the assignment enforceable against third parties provisionally, pending the publication of the updated statutes.
The amendment of the statutes usually results in a change in beneficial ownership, which must also be declared at the formalities desk.
Example :
An SCI has 2 partners each holding 50% shares. If one of the partners transfers all of its shares to a third party, the distribution of capital remains unchanged (50% / 50%), but the identity of the partners is modified. This operation therefore results in a change in beneficial ownership, which must be declared, even in the absence of any change in the holding percentages.
Failure to comply with this obligation may result in severe penalties, such as deregistration of the business.
Advertising formalities for ICS
During the assignment, you can realize an added value which is the difference between the sale price and the original value of your business securities.
Capital gains realized on the sale of shares may be taxed according to 2 methods of taxation different, to choose from:
- Flat rate of income tax (flat tax)
- Progressive scale of income tax
Flat rate
Where the transferor has not previously chosen a method of taxing its capital gain, it is the " Single flat-rate levy (PFU) » that applies. In other words, this capital gain is taxed to the extent of 12.8% under the flat rate income tax, to which are added social levies at the rate of 18.6%, or a total tax payable of 31.4% .
Example :
The partner assigns for an amount of €150,000 the business securities it originally purchased €100,000. It therefore realizes an added value of €50,000.
- Calculation of social security contributions: 50,000 x 18.6% = €9,300
- Calculation of income tax amount: 50,000 x 12.8% = €6,400
It will therefore have to pay a total of €15,700 on the transfer of its securities (shares or shares).
FYI
The capital gain realized by the transferor will be automatically taxed according to this flat rate, unless it opts previously for taxation according to progressive scale income tax.
Progressive scale
You can waive the flat rate of 12.8% and choose, upon express and revocable option, to be subject to the progressive scale of income tax.
The added value is then taken into account in your overall net income and is taxed according to your tax bracket (from 0 à 45%).
Income bands | Tax rate of income bracket |
|---|---|
Up to €11,600 | 0% |
From €11,601 à €29,579 | 11% |
From €29,580 à €84,577 | 30% |
From €84,578 à €181,917 | 41% |
More than €181,917 | 45% |
Please note
The social levies shall be applied in the same way to the 18.6% on the amount of the capital gain.
In addition, when you opt for taxation according to the progressive scale, you can benefit from abatement on your capital gains resulting from the sale of the securities you hold acquired or subscribed before 1er January 2018.
There is a reduction of ordinary law and an abatement reinforced.
General abatement
THEcommon law abatement shall apply in all situations and is directly related to the holding period of the securities:
- 50% for securities held between 2 and 8 years
- 65% for securities held since over 8 years old
Reinforced abatement
THEenhanced abatement is also linked to the holding period of the securities but it is more advantageous for tax purposes:
- 50% for securities held between 1 and 4 years
- 65% for securities held between 4 and 8 years
- 85% for securities held since over 8 years old
The enhanced allowance shall apply in one of the following situations :
- You sell the shares of an SME under 10 years of age on the date of subscription or acquisition of the shares : it is a company with fewer than 250 employees with a turnover of less than €50 million.
- You sell the shares of an SME of which you are a manager and you retire : you must have been a continuous manager and have held at least 25% the rights of the business during the 5 years preceding the transfer. You must cease all activity in the business and exercise your pension rights within 2 years of the transfer.
Please note
A retired SME executive can also opt for a fixed abatement of €500,000. This applies to disposals made until 31 December 2031, irrespective of the way in which capital gains are taxed (flat rate or progressive scale). It cannot be combined with a proportional allowance under ordinary or reinforced law.
Who can help me?
The public service accompanying companies
Do you have a project, a difficulty, a question of everyday life?
Simple and free: you are called back within 5 days by THE advisor who can help you.
Regime of SARL
Rules concerning the prior information of employees (transfer of a business or a
Tax regime for capital gains
Registration fees
Exemption from registration fees
Advertising formalities for ICS