Business transfer: transfer of shares to a third party

Verified 05 June 2026 - Entreprendre Public Service / Directorate of Legal and Administrative Information (Prime Minister)

Each share represents a fraction of the capital of the business and makes its holder a partner (or shareholder in the SA). Thus the disposal 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. This operation must follow a certain number of steps.

In principle, the sale of shares in SAS or SA is free, the law does not provide for any accreditation procedure.

However, the statutes may contain specific clauses to restrict the possibility of disposals.

SAS
Approval clause

The approval clause allows share disposals to be submitted to the agreement of the partners, unanimously or by a majority of them. Approval allows to control the entry of new associates in the business and to exclude those whose presence is, for whatever reason, deemed undesirable.

Where an approval clause is stipulated, the application for approval shall be notified to the business or to the President. The notification shall indicate the name, surname and address of the purchaser, the number of capital securities or securities giving access to the capital intended to be transferred and the price offered.

Please note

In the context of an SAS, the authorization clause may cover any type of assignment of shares: to the spouse, a descendant or ascendant, a partner, a third party.

Violation of the approval clause renders the assignment void.

Pre-emption clause

The pre-emption clause (or " preference clause ») offers the affected partner a right of priority to buy back the shares that the transferor intends to sell.

Thus, this clause obliges the transferor to propose the transfer of its shares to the beneficiary partner before any transfer to a spouse, ascendant, descendant or third party, etc.

Violation of the pre-emption clause does not invalidate the assignment. However, the transferor may be ordered to pay damages as compensation for the damage caused to the beneficiary.

Inalienable clause

The inalienable clause prohibits the sale of shares for a period of 10 years maximum. The articles of association must specify the starting point of the inalienability period, which may be the date of creation of the business or the date of subscription or acquisition of the shares.

After this period, the shares are no longer immobilized and can be freely transferred, subject to an approval or pre-emption clause.

Please note

This clause may be adopted or amended only at unanimity associates.

Moreover, the inalienable clause may be adapted to the objectives pursued by the persons concerned. It may be expected that inalienability will impact only the shares of certain partners named in the articles of association (e.g. members considered to be vital to the sustainability of the business).

It is also possible to limit inalienability to a certain proportion of the social rights of each partner, so that the share exceeding this proportion remains transferable.

SA
Approval clause

The approval clause allows the sale of shares to be subject to the agreement of a business body (AGO, board of directors, etc.). Approval allows to control the entry of new shareholders in the business and to exclude those whose presence is, for whatever reason, deemed undesirable.

Where an approval clause is stipulated, the application for approval shall be notified to the business by extrajudicial act or by registered letter with acknowledgement of receipt. The notification shall indicate the name, surname and address of the purchaser, the number of capital securities or securities giving access to the capital intended to be transferred and the price offered.

The decision must be made in a 3 months delay. If the business does not approve the proposed purchaser, the directors are obliged, within a further period of 3 months from the notification of the refusal, acquire the securities either by a shareholder or by a third party, or, with the consent of the transferor, by business for a reduction of capital.

Please note

In the SA, the approval clause has limited scope, it may only cover transfers of shares to shareholders and third parties. Thus, assignments to the spouse as well as to the ascendants or descendants remain free.

Violation of the approval clause renders the assignment void.

Pre-emption clause

The pre-emption clause (or " preference clause ») offers the affected shareholder a right of priority to buy back the shares that the transferor intends to sell.

Thus, this clause obliges the transferor to propose the transfer of its shares to the beneficiary shareholder before any transfer to a spouse, ascendant, descendant or third party, etc.

Violation of the pre-emption clause does not invalidate the assignment. However, the transferor may be ordered to pay damages as compensation for the damage caused to the beneficiary.

The important thing is to refer to the statutes the extent to which the transferor is free to transfer its shares.

In the context of a share transfer, the writing of a written document is not not required. Nevertheless, it is strongly advised to note the assignment in writing for evidentiary reasons in case of dispute.

Thus, the deed of transfer of shares mentions the following :

  • Identity of the parties
  • Number of shares sold
  • Price of disposal
  • Method of payment
  • Deadline for transferring shares

The transfer of ownership of the shares takes place by account-to-account transfer. The registration of the shares in the account of the beneficiary renders the transfer enforceable business and third parties.

Please note

It is necessary to record the assignment in the movement register which lists all transfers of securities that have taken place.

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.

The shareholder who wishes to sell his shares must inform the employees of his willingness to sell its actions and their possibility of submit an offer to purchase for the acquisition of such assets 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 submitted by one or more employees must be communicated to the transferor without delay.

On the other hand, that offer does not no priority compared to other offers. The transferring partner is completely free to enter into negotiations with the employees or not.

Refusal to study or accept an offer doesn't have to be motivated. The assignor has the right not to reply.

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 can apply to the civil court for compensation for their damage.

In this case, the transferor 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 the shares (and in particular when this involves a change of control of the business), the appearance of unknown debts is a major risk that the purchaser must avoid to ensure the sustainability of the company.

By the asset-liability guarantee clause, the assignor guarantees the accuracy of all information provided to the purchaser: company activity, company accounts, customers and suppliers, payroll costs, capital allocation, no provision affecting the transferability of securities, security rights, possible equity investments in other companies, ongoing litigation, etc.

This guarantee clause allows the purchaser 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 transfer of shares, the purchaser may activate the guarantee to obtain a compensation from the assignor.

Please note

It is also possible to conclude an asset or liability non-guarantee clause when the purchaser 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 the transferor is committed. He will not be obliged 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

Reporting terms vary depending on whether the assignment is recorded or not in writing.

Assignment evidenced by a deed

Disposals of shares 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

Disposals of shares that are not not established by an act must be declared within 1 month from the date of transfer:

  • or through the online service available on impots.gouv.fr in the company's 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 office 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 the duties is to be borne by the assignor or shared between the two parties.

The amount of the registration fee shall be 0.1% of the sale price. The amount collected by the tax office may not be less than €25.

The rate goes to 5% for businesses with a preponderance in real estate, i.e. businesses of which more than half of the asset is composed ofbuildings not assigned to his professional operation.

In the case of the transfer of shares, the statutory amendment is not systematically mandatory. It is only required when the articles of association fix the distribution of the share capital or mention the identity of the shareholders.

Where it is necessary to amend the statutes, the modalities of the amendment shall vary according to social form.

SAS

The decision to amend the statutes must be voted and approved under the conditions laid down in the statutes themselves:

  • Body empowered to take the decision : board of directors, general meeting
  • Number of votes required : classic majority (+ 50%), 2/3 majority, 3/4 majority, etc.
  • Quorum required : if it is a decision taken at the general meeting.

Warning  

In the absence of details in the statutes, the agreement unanimous associates are required.

SA

The extraordinary general meeting may validly deliberate only if the shareholders present or represented possess at least 1/4 actions (on first call) 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 modifications must then be decided at the majority of 2/3 of the votes cast by the shareholders present or represented. The votes cast do not include those attached to shares for which the shareholder did not vote, abstained or voted blank or null.

The amendment of the statutes shall not be the subject of any amendment to the RCS: titleContent, or insertion into a legal advertising medium.

Please note

Even where the amendment of the articles of association is not necessary, it is mandatory to record the assignment in the movement register which lists all transfers of securities that have taken place.

At the time of the assignment, the assignor may realize an added value which is the difference between the sale price and the original value of its business securities. The capital gain realized on a sale of shares is analyzed for tax purposes as a « capital gain on securities ».

Such a capital gain is taxed according to 2 methods of taxation different, to choose from:

  • Flat rate of income 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

He may waive the flat rate of 12.8% and choose, upon express and revocable option, to be subject to the progressive scale of income tax. To opt, he must check the box 2OP of cerfa form n°2042 at the time of his income tax return.

The added value is then taken into account in its overall net income and is taxed according to its tax bracket (from 0 à 45%).

Please note

Where the transferor opts for the progressive scale, this option applies to all income and movable gains initially falling within the scope of the single flat-rate levy (SSF).

Tableau - 2025 progressive income scale

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%

Moreover, when it opts for taxation according to the progressive scale, the transferor may benefit from a abatement on its capital gains resulting from the sale of the securities it has 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 shares:

  • 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 shares 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 :

  • The shareholder disposes of 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.
  • The partner sells the shares of an SME of which he is a director and retires : must have been a continuous manager and have held at least 25% the rights of the business during the 5 years preceding the transfer. He must cease all activity in the business and assert his pension rights within 2 years after 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.

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