Business transfer: donation of shares to a third party
Verified 21 February 2026 - Entreprendre Service Public / (Prime Minister)
The actions are instruments of ownership of the share capital of the business. Each share represents a fraction of this capital and gives its holder the status of partner (shareholder in the SA). Thus the donation of shares is for a shareholder (the donor) to transfer to a beneficiary the rights that it owns 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 ?
In principle, the donation 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 possibilities of donations.
SAS
Approval clause
The approval clause allows donations of shares to be submitted to the agreement of the partners, unanimously or by a majority of them.
In the context of an SAS, the approval clause may cover any type of donation of shares: to the spouse, a descendant or ascendant, a partner, a third party.
Violation of the approval clause results in the invalidity of the donation.
Pre-emption clause
The pre-emption clause offers the target partner a right of priority to buy back the shares you plan to sell.
Thus, this clause obliges you to propose the transfer of your shares to the beneficiary partner before any donation to a spouse, ascendant, descendant or third party, etc.
Violation of the pre-emption clause does not invalidate the donation.
However, you may be ordered to pay damages as compensation for the damage caused to the beneficiary.
Inalienable clause
The inalienable clause prevents the donation of shares for a period of 10 years maximum.
After this period, the shares are no longer immobilized and can be freely sold.
SA
Approval clause
The approval clause allows donations of shares to be submitted to the agreement of the shareholders, unanimously or by a majority of them.
In the SA, the approval clause has limited scope, it covers only donations of shares to shareholders and third parties. Thus, donations to the spouse, ascending or descending remain free.
Violation of the approval clause results in the invalidity of the donation.
Pre-emption clause
The pre-emption clause offers the target partner a right of priority to buy back the shares you plan to sell.
Thus, this clause obliges you to propose the transfer of your shares to the beneficiary partner before any donation to a spouse, ascendant, descendant or third party, etc.
Violation of the pre-emption clause does not invalidate the donation.
However, you may be ordered to pay damages as compensation for the damage caused to the beneficiary.
The important thing is to refer to the statutes to find out to what extent you are free to sell your shares.
In the context of a donation of shares, the writing of a written document is not not required.
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 makes the donation enforceable business and third parties.
On the other hand, it is strongly advised to note the transmission in writing for reasons of evidence in case of dispute.
Thus, the deed of donation of shares mentions the following :
- Identity of the parties
- Number of shares sold
- Value of shares
- Method of payment
- Deadline for transferring shares
Purpose of the guarantee
Unlike the sale of the business, the donation of shares implies the transfer of the asset, but also liabilities (debts) of the company.
As a donor, you give up your rights and duties.
The appearance of unknown debts at the time of the donation is a major risk that the buyer must avoid to ensure the sustainability of the company.
By the asset-liability guarantee clause, you undertake to guarantee the accuracy of all the information provided to the buyer: company activity, company accounts, customers and suppliers, salary costs, possible equity investments in other companies, ongoing disputes, etc.
This guarantee clause allows the buyer to protect himself against:
- The discovery of a liability which had not been declared at the time of the donation (this must be a debt prior to the donation and revealed after the donation)
- An incorrect valuation of the asset the value of which is ultimately lower than what had been agreed
If one of these hypotheses is confirmed after the donation of the shares, the buyer can activate the guarantee to obtain a compensation on your part.
Mentions of the guarantee clause
The asset-liability guarantee clause shall contain the following information:
- 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 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.).
Donation established by an act
The recipient of the donation must register the deed of donation with the registration tax department of the beneficiary's domicile.
He must thus deposit, on the spot or by mail, the deed of donation (in 2 copies) and the payment of the registration fee (by check or transfer) within a period of 1 month from the date of the deed of donation.
Who shall I contact
Donation not recognized by an act
If it is a manual donation of titles (without recourse to writing), the recipient must declare the donation received within the 1 month from the date of donation:
- or using the online service available in your personal area, under Declare. One instructions for use is at your disposal.
Taxes: access your Public Finance area
- or by means of form no. 2735 accompanied by the payment of any fees, to be deposited at the service of the registration of the domicile of the beneficiary
Declaration of manual donation and donation of money
- or by means of the form n° 2734 allowing the deferred payment of the fees, to be deposited at the service of the registration of the domicile of the beneficiary. This approach is open for manual donations of a value greater than €15,000.
Revealing a manual donation worth more than €15,000
Who shall I contact
When you make a donation, the tax authority collects registration fees, a tax called donation rights.
Donation fees are paid by the purchaser. However, you can decide to take them at your expense, the amount of the fee shall not be considered as an additional donation.
To calculate this tax, the tax department of the registration proceeds as follows:
- It takes into account value of donation
- He then deducts from this first value the amount of any abatements
- He finally applies a tax schedule to the value found. This rate varies depending on the relationship between the donor and the donee.
The amount of the allowance and the tax rate vary depending on the relationship between the donor (you) and the donee.
Example :
You give to a third party your social securities worth €320,000, that's the value of the donation. You and the beneficiary do not share no relationship, which has 2 consequences:
- No abatement cannot be deducted
- The scale of taxation shall be 60%
Thus, you or the third party (at their choice) will have to pay transfer duties equivalent to 60% from €320,000, or €192,000 rights.
You can benefit from additional specific discounts in 3 special cases.
Dutreil Pact
The transmission of family companies is facilitated by the Dutreil system, which entitles the partial exemption donation rights, up to 75% the value of the securities transferred.
In other words, only a quarter (25%) of the value of the company will be taken into account in calculating the amount of donation rights.
A Dutreil Pact may be concluded when the 4 cumulative conditions the following are combined:
- Conclusion with one or more partners of a collective commitment to conservation securities, for a period of at least 2 years. We are talking about commitment unilateral of conservation when taken by a single partner. This commitment must be in progress at the date of transmission. In addition, it must cover at least 17% financial rights and 34% voting rights of the business.
- Each beneficiary of the donation commits individually to keep the securities transmitted during 6 years. This period shall start to run from the date of expiry of the conservation commitment made by the donor.
- One of the beneficiaries or one of the partners signing the conservation commitment (collective or unilateral) must practice in the business and for 3 years sound main activity (or a function of leader in the case of a business submittedIS: titleContent). This period shall start to run from the date of expiry of the conservation commitment made by the donor.
- The company exercises a industrial, commercial, craft, liberal or agricultural activity. This condition must be met from the conclusion of the 2-year collective conservation commitment until the end of the 4-year individual conservation commitment by each of the beneficiaries.
The Dutreil device also benefits businesses holding animators whose main activity is active participation in the conduct of their group’s policy. On the other hand, companies that have as their object the management of movable or immovable assets (for example, SCI) are excluded of the device.
Please note
This advantage is combined with the legal allowance to which the recipient of the donation is entitled (the amount of this allowance depends on his relationship with the donor).
Early transmission
If you have under 70 at the time of transmission, an additional reduction of 50% a transfer tax applies on the taxable portion of the gift.
The mechanism of early transmission is combined with the possible reductions and benefits of the Dutreil Pact.
Specific exemption for employees
In order to facilitate the transfer of very small companies to employees, a system of exemption from donation tax has been introduced.
This advantage takes the form of a abatement from €500,000 on the amount of the donation where all of the following conditions are met:
- You held the securities for at least 2 years. No time limit is required if you have acquired the securities yourself for free.
- Beneficiary employees are in apprenticeship or CDI for at least 2 years and are employed full-time
- Beneficiary employees must keep the securities for at least 5 years
As regards the donation of shares, the statutory amendment is not 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 articles of association must lay down the conditions for their amendment:
- Body empowered to take the decision (chairman, board of directors, general meeting)
- Number of votes required
- Quorum required (in the case of a decision taken at a general meeting)
Warning
in the absence of details in the articles of association, the unanimous agreement of the partners is required.
SA
The amendment of the statutes must be carried out in extraordinary general meeting (AGE).
Any change requires a qualified majority of 2/3 the votes of the shareholders present or represented.
The modification of the statutes is not the subject of any modification registration with the RCS, nor of insertion in a medium of legal announcements.
Please note
when the modification of the statutes is not necessary, it is sufficient to record the donation in the movement register which lists all transfers of securities that have taken place.
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Regime of the SA
Meeting of shareholders of the SA
Exemption from donation tax