Appraise the value of your business before sale in 2026

Updated: 25 May 2026 — When a business owner decides to sell, the first question is not a legal one. It is: "What is my business actually worth?" The answer determines the asking price, the negotiating dynamic with the buyer, and the tax costs that follow. Appraising the value of your commerce — your fonds de commerce — is not a matter of applying a single coefficient to turnover. In 2026, buyers are better informed, comparable transaction data is more accessible, and professional valuers are in greater demand. A poorly constructed seller's file weakens your position from the first conversation.

See also: Business transmission and valuation, The memorandum of agreement in a business transfer, Wealth planning strategies.

Direct answer: The value of a fonds de commerce is established by combining at least two methods — a sector-specific percentage of annual turnover and a multiple of the adjusted EBITDA (EBE, or excédent brut d'exploitation) — then adjusted for lease quality, location, account transparency, and dependence on the current owner. Stock and tangible assets are valued separately. The transfer triggers registration duties (droits d'enregistrement) calculated on the sale price under the scale in Article 719 of the French Tax Code (Code général des impôts, CGI).

The valuation of a fonds de commerce follows a different logic from that of a services company or a holding structure. Three structural characteristics set it apart:

1. The customer base is tied to the location, not to a personal relationship. Customer footfall (achalandage) is embedded in the fonds itself.
2. The commercial lease (bail commercial) is an asset in its own right. A renewed lease, with a controlled rent, in a prime location can be worth more than the customer base itself.
3. Sector benchmarks are codified by the tax authority and professional federations. They serve as reference points in disputes and gift valuations.

These three features make a reading that is simultaneously financial, legal, and commercial indispensable.

Before applying any method, an accurate inventory of what is being transferred must be drawn up. The fonds de commerce is defined by Articles L. 141-1 and following of the French Commercial Code (Code de commerce).

Intangible assets (the core of the fonds):

• Customer base (clientèle) and location-linked footfall (achalandage)
• Commercial lease rights (droit au bail)
• Trading name, brand, and distinctive signs
• Operating licences (licence IV alcohol licence, terrasse authorisation, health approval, etc.)
• Transferable supplier contracts
• Customer files, website, and social media accounts

Tangible assets (valued separately or included by agreement):

• Equipment and tools (at net book value or market value)
• Fit-out and installations (floor finishes, fixed furniture, illuminated signage)
• Kitchen equipment, cold rooms, payment terminals

Outside the fonds, priced separately:

• Stock (inventoried contradictorily on the transfer date)
• Real estate (if the transfer includes a building, it falls under a separate legal and tax regime)

Firm observation: in the transfer files we handle, confusion between the fonds price and the stock price is one of the most frequent causes of post-completion disputes. The fonds price and the stock price must be distinguished contractually from the preliminary agreement stage onwards.

The tax authority and Chambers of Commerce and Industry (CCI) publish ranges of coefficients applicable to annual turnover excluding VAT (CA HT). These benchmarks are reference points, not absolute rules. They are applied to the average CA HT over the last three years.

Sources: fiscal reference benchmarks and publications of the Chambers of Commerce and Industry (CCI). These ranges are indicative; verify updated sector data with your regional CCI or your chartered accountant (expert-comptable).

These coefficients implicitly reflect the sector's average profitability. They lose their relevance when actual profitability deviates significantly from the sector average. That is where the EBE multiple method takes over.

Our view: the most robust approach in practice is the cross-check between the sector turnover percentage and the EBE multiple. When both ranges converge, the convergence zone is a reliable basis for negotiation. A divergence of more than 30% between the two signals an atypical profitability profile that deserves thorough analysis before going to market.

Consider a traditional Parisian neighbourhood restaurant: 40 covers, cuisine traditionnelle, renewed 9/3-year commercial lease.

Three-year average financial figures:

• Annual turnover (CA HT): €600,000
• Restated EBE (excluding excessive owner's salary, excluding exceptional bonus): €90,000
• Equipment: net book value €35,000
• Stock: €8,000 (valued at inventory)

Method 1 — Sector % of CA (restaurant range: 60% to 100%):

• Low: €600,000 × 60% = €360,000
• High: €600,000 × 100% = €600,000

Method 2 — EBE multiple (restaurant range: ×3.5 to ×5):

• Low: €90,000 × 3.5 = €315,000
• High: €90,000 × 5 = €450,000

Convergence zone: €315,000 to €450,000 (both methods overlap within this range)

Adjustments to apply:

• Renewed lease, controlled rent (€450/m², high-demand area): +5% to +10%
• Licence IV held: +€15,000 to +€25,000
• Authorised terrasse: positive value to be negotiated separately
• Ageing kitchen, estimated investment required €30,000: −€20,000 to −€30,000

Reference price for the fonds (excluding stock, excluding equipment): between €350,000 and €430,000. Stock (€8,000) and equipment (€35,000) are added to the fonds price in the transfer agreement.

Location and the commercial lease#

The bail commercial (commercial lease) is the backbone of value in a retail or restaurant fonds de commerce. Elements to analyse:

• Remaining lease term and renewal conditions
• Annual rent compared with local market rents (ILC or ILAT index)
• Assignment clauses: some leases require landlord approval for any transfer of the fonds
• Landlord pre-emption rights (droit de préférence du bailleur): must be checked without exception
• Permitted use: a very restrictive permitted use (e.g. "Japanese restaurant only") reduces the value

The quality of the accounts#

A serious buyer — and their chartered accountant — will review the last three certified sets of accounts. Points to watch:

• Consistency between declared turnover and bank flows
• Owner's remuneration level (must be restated to calculate the genuine EBE)
• Latent social or tax liabilities (URSSAF audits, VAT regularisations pending)
• Deferred capital expenditure (equipment replacement, regulatory compliance works)

Field observation: we accompanied a vendor whose accounts showed regular turnover growth, but whose genuine EBE — after restating the remuneration of a spouse working in the business who was not formally on the payroll — was 25% lower than the apparent EBE. The discrepancy was identified by the buyer's adviser. The need for a pre-sale audit became clear immediately.

Dependence on the current owner#

A customer base strongly attached to the personality, reputation, or personal network of the current owner is a discount factor. The buyer will build into their offer the risk of customer attrition after the transfer.

The purpose of the appraisal changes the reference method.

For a market sale (cession à titre onéreux), the reference is market value — the price a well-informed, reasonable buyer would agree to pay given market conditions. This is the value on which registration duties are calculated.

For a contribution to a company (apport en société) — contributing the fonds to a new or existing company — the value attributed determines the equity stake allocated to the contributor. It must be rigorously justified, since a deliberately understated value carries a risk of tax requalification. A statutory auditor (commissaire aux apports) is required in certain cases.

For a family transfer (donation or succession), the declared value must be defensible against the tax authority's estimate of market value. A manifest undervaluation exposes the donor or estate to a tax reassessment based on the real market value.

The sale of a fonds de commerce triggers registration duties (droits d'enregistrement) payable by the buyer, calculated on the transfer price under the scale in Article 719 of the Code général des impôts (to be verified for application from 1 January 2026):

• From €0 to €23,000: exempt
• From €23,001 to €200,000: rate of 3%
• Above €200,000: rate of 5%

Source: Article 719 CGI — verify the thresholds applicable at the date of the deed with the tax authority or at impots.gouv.fr.

For the seller: the capital gain (plus-value de cession) is taxable. The applicable regime — exemption under Article 238 quindecies CGI for small businesses, taper relief based on years of ownership, or the standard professional capital gains regime — depends on the seller's tax position and the nature of the activity. This warrants a personalised analysis before signing the preliminary agreement.

For the buyer: registration duties are in addition to the fonds price and must be included in the financing plan from the letter of intent stage.

A chartered accountant (expert-comptable) is not an auctioneer or an estate agent. Their role in valuing a fonds de commerce is specific:

• Restating the accounts to calculate a defensible, recurring EBE
• Benchmarking financial performance against sector norms
• Identifying latent liabilities and accounting or tax risks
• Structuring the seller's information pack for the buyer (presentation note, data room)
• Supporting the negotiation on the financial terms of the preliminary agreement (protocole d'accord)

For a formal valuation opinion — in a donation-and-sale context, a dispute, or a contribution to a company — a certified business valuator (CFEC-certified or equivalent) can be engaged.

• Electronic invoicing (facturation électronique): the phased compliance roll-out can affect the incoming buyer's management costs. The current state of the business on this point may be a valuation adjustment criterion.
• Interest rates and acquisition financing: a high-rate environment compresses buyers' borrowing capacity and can weigh on market prices.
• Accessibility and health-and-safety standards: works not yet carried out translate directly into a deduction in the buyer's offer.
• Digital assets: website, Google reviews, and presence on delivery platforms (for food service businesses) are now intangible assets that need to be documented.

• The last three certified balance sheets and profit-and-loss accounts
• The full commercial lease (including all annexes and amendments)
• All operating licences and authorisations (alcohol licence, terrasse permit, health approval)
• Equipment and fixtures inventory
• Stock inventory
• List of transferable supplier contracts
• Documents relating to any claims, proceedings, or disputes in progress
• A concise business presentation note

A complete seller's file shortens the negotiation timetable and strengthens the seller's position. A buyer who receives an incomplete file will systematically revise their offer downwards to cover the residual uncertainty.

• Business transmission and valuation
• The memorandum of agreement in a business transfer
• Wealth planning strategies

This article is for information purposes only. It does not constitute personalised advice. Valuing a fonds de commerce depends on many factors specific to each situation. Consult a qualified professional before any sale or acquisition decision.