Selling the Business Assets or the Shares: the 2026 Tax Trade-off

Quick Answer. Selling the business goodwill (asset deal) or the company's shares (share deal) does not cost the same. On registration duties, the buyer pays 0.1% on shares (actions), 3% on partnership shares (SARL), 5% on a real-estate-heavy company, against a 0 / 3 / 5% schedule for a fonds de commerce (above €200,000). On the seller's side, the capital gain follows the professional regime for the goodwill or the 31.4% flat tax for the shares. The trade-off depends on both parties' interests.

When transferring a company-operated business, two routes coexist: selling the fonds de commerce (the operating assets) or selling the shares of the company that owns that goodwill. The choice is not neutral: it changes the seller's tax position, the buyer's cost and the sharing of risk. In 2026, one parameter changed: the amortisation of business goodwill, temporarily deductible for acquisitions from 2022 to 2025, is no longer deductible for acquisitions made from 1 January 2026. At Hayot Expertise, we clarify this trade-off for both seller and buyer, costing out both scenarios.

The asset deal is the sale of the fonds de commerce: the seller transfers the goodwill elements (clientele, lease rights, signage, equipment); the operating company stays with the seller, along with its liabilities. The buyer receives "clean" assets.

The share deal is the sale of shares: the seller transfers the shares; the buyer acquires the company in its entirety, that is, its assets but also its liabilities (debts, contracts, disputes, tax and social risks). This is the structural difference between the two operations.

1. Sale of the goodwill (asset deal). The gain is a professional capital gain, taxed at the company (or operator) level. Several professional capital-gains exemption regimes may apply (based on revenue, transfer value or operating real estate). But the price stays inside the company: to recover the cash, the manager faces a second layer of tax (dividend at the 31.4% flat tax in 2026, or liquidation).
2. Sale of the shares (share deal). For an individual seller, the share capital gain falls under the single flat-rate levy (PFU) of 31.4% in 2026 (12.8% income tax + 18.6% social levies), with an option for the progressive scale. A fixed €500,000 allowance may apply on the manager's retirement, under conditions. The proceeds go directly to the seller, with no second layer.

For the seller, the share deal is often more favourable: a single layer of tax, and the cash in hand.

The buyer looks at two things: the cost of duties and the risk taken on.

• Duties on a fonds de commerce (Article 719 CGI): a progressive schedule of 0% up to €23,000, 3% from €23,000 to €200,000, then 5% above €200,000 (state duty plus departmental and communal taxes).
• Duties on shares (Article 726 CGI): 0.1% on shares (actions) (SAS, SA), 3% on partnership shares (SARL, SNC, civil companies) after an allowance, 5% on a real-estate-heavy company.

Against this cost advantage, the share deal transfers the liabilities: hence the importance of a liability warranty (garantie d'actif et de passif) and an acquisition audit.

• Joint-stock companies (SAS, SA): the share deal is very cheap on duties (0.1%). This gap often favours selling the shares for asset-rich structures.
• SARL: selling partnership shares carries 3% duty — the gap with the asset deal narrows. The choice then turns mainly on liabilities and the seller's tax position.
• Real-estate-heavy company: selling the shares is taxed at 5% duty. The share deal advantage erodes; the asset deal becomes competitive again.

1. End of deductible goodwill amortisation. For goodwill acquired from 1 January 2026, the amortisation is no longer tax-deductible (the temporary 2022-2025 measure has ended). This reduces the tax appeal of the asset deal for the buyer.
2. Liability warranty. Essential in a share deal: it protects the buyer against a liability arising before the sale but revealed afterwards.
3. Price escrow and joint tax liability. In an asset deal, the price is usually held in escrow and the buyer remains jointly liable for certain of the seller's taxes for a legal period.
4. Consistent valuation. The price must rest on a documented valuation of the goodwill or shares, defensible against the tax authority.

Recently, a manager operating a retail business as an SAS hesitated between selling the goodwill or the shares. The buyer wanted the asset deal to avoid the liabilities. Costing out both scenarios, the gap was clear: in a share deal, registration duties fell to 0.1% and the seller was taxed only once, at the flat tax; in an asset deal, the seller faced the professional capital gain and then dividend tax to extract the cash. The solution was a share deal, backed by a robust liability warranty and an acquisition audit to protect the buyer.

Our conviction: the trade-off never comes down to the duty rate alone. It weighs the seller's tax position, the buyer's cost and risk, and financing capacity. The right choice balances these interests — and it is costed, scenario against scenario, before signing.

Hayot Expertise Guidance. Before fixing the form of the sale, have a compared asset-deal / share-deal simulation drawn up, integrating both parties' tax position, registration duties and latent liabilities. It is this costing, not a general principle, that should guide the decision. We support sellers and buyers in securing the sale agreement; for a review of your file, reach out to us.