Business Value Opinion in France: Scope, Content and Price

A valuation opinion (avis de valeur) is the short-form version of a business valuation: a few pages, restated accounts, one main method and a reasoned range. It informs a decision, but it binds no one, neither a judge, nor the tax authorities, nor a buyer. Budget from 800 EUR excluding tax, against 2,500 EUR excluding tax for a full valuation report.

A valuation opinion is a condensed analysis of the value of a company, of a fonds de commerce or of a block of shares, delivered in a few pages. The accountant starts from the accounts and information provided, applies the most significant restatements, selects one main method consistent with the sector, then concludes with a range together with its limitations.

It is not an audit opinion. No verification of the accounts is performed, no third party confirmations, no check on the completeness of commitments. The professional stands behind the soundness of the reasoning, not behind the accuracy of the data handed over. A serious valuation opinion states this in writing, at the top of the document.

Nor is it a certificate or a court expert report. The deliverable has no binding force: it does not commit the buyer, the co-shareholder or the tax inspector. It is a decision-making tool, not a title you can enforce.

On method, valuation combines three families (asset-based approach, earnings multiples, discounted cash flows), which we set out in the guide to valuation benchmarks and methods 2026. A valuation opinion generally uses only one of them, the one that speaks loudest for the business concerned, and mentions the others to place the result in context.

One last point of definition, often misunderstood: a valuation opinion gives a range, never a price. A single figure delivered with no assumption and no stated limitation should worry the reader far more than it reassures them.

The key line is legal weight, and it deserves to be read twice: neither format is enforceable. No accountant's valuation binds a third party. What changes between the two is the ability to hold the discussion once it turns adversarial. Where the value of parts sociales is contested in a sale or buy-back provided for by law or by the articles, the only value that prevails is the one set by an expert appointed by the president of the court ruling in summary form, that appointment itself being open to no appeal (Légifrance, Code civil article 1843-4).

Several very concrete situations where the short format does the job perfectly.

Personal wealth planning. An owner nearing the end of their career wants to know where they stand before choosing between a family handover, a sale to a third party and carrying on. They have nothing to prove to anyone: they need a defensible order of magnitude to think with. That is exactly the question addressed in what is my business worth.

Pre-negotiation. A buyer has come forward, an indicative offer is circulating, an answer is expected quickly. The first thing to know is whether you are within a reasonable zone or nowhere near it. A valuation opinion delivered fast beats a perfect report delivered after the offer has lapsed.

Internal arbitration. A minority shareholder wants out, relations are still good, the articles organise the buy-back. A valuation opinion shared between the parties provides a basis for an amicable discussion and avoids triggering an expert procedure whose outcome no one controls.

Shares in a property holding company. The mathematical value is built from the revalued property assets less liabilities, with shareholder current accounts handled separately, since they are receivables and not shares. The short format is enough in most cases: the mechanics are set out in valuing SCI shares.

Add to this the framing of a fonds de commerce using sector benchmarks, when the point is simply to check that an asking price holds up: the profession's usual percentages of turnover are recalled in valuing a fonds de commerce. These benchmarks are indicative and never enforceable, which makes them material for a valuation opinion rather than for a report.

As soon as a third party has to be convinced, or as soon as a mistake on value costs money.

Banks and lenders. A lender committing funds wants to see the assumptions, the bridge from enterprise value to equity value, net debt, and how sensitive the result is to the parameters used. A few pages cannot carry that role.

Disputes. Divorce with shares in the marital estate, a conflictual shareholder exit, statutory exclusion: adversarial proceedings demand full documentation, method by method, discount by discount. The reflexes are set out in business valuation in divorce or shareholder disputes.

The tax authorities. A declared price can be challenged for insufficiency, for registration duty purposes (Légifrance, LPF article L. 17). The best defence remains a value built along the approaches the administration itself accepts, combining mathematical value, productivity value and yield value, and allowing discounts where they are justified (DGFiP, guide de l'évaluation des entreprises et des titres de sociétés).

High-stakes gifts. Gifts of shares in full ownership or with split ownership: the value retained becomes the tax base and stays in the file for years. The short format is a false economy here.

An actual sale. Once a share purchase agreement is being signed and warranties are being negotiated, the valuation becomes a document in the deal file, not a working note.

One case not to confuse with the others: a contribution in kind to a company falls under a separate regulated engagement, the commissariat aux apports (from 1,200 EUR excluding tax), which is neither a valuation opinion nor a valuation report, and whose report is annexed to the articles or filed with the commercial court registry.

A usable valuation opinion includes at least the following sections.

• The data used and its source: the most recent financial years, an interim position where one exists, the lease, headcount, non-operating assets. With an express statement that none of it has been verified.
• The scope: shares or fonds de commerce, full ownership or split ownership, majority or minority block. A valuation without a defined scope means nothing.
• The restatements: owner's remuneration brought back to a market level, rent, non-recurring items, non-operating assets. This is the highest value-added work in the short format.
• The main method and how it is calibrated: the multiple used, its sector justification, and the corrections applied. For reference, the average observed on French SMEs sits at around 5.5x restated EBITDA, with a range of 4 to 7x for traditional SMEs.
• The value adjustments: a key-person dependence discount of 1 to 2x, a discount where a single customer exceeds 30 % of turnover, a size premium of 1 to 2x above 5 M EUR of EBITDA, and an illiquidity discount usually in the region of 10 to 20 % on unlisted shares.
• The range and its limitations: low and high bounds, and what would push the value towards one end or the other.

Typical case (illustrative example). A services SME with restated EBITDA of 200,000 EUR after bringing the owner's pay back to market level. A sector multiple of 4 to 7x gives an enterprise value of 800,000 to 1,400,000 EUR. The business depends heavily on its owner: a discount of 1 to 2x brings the range down to 600,000 to 1,000,000 EUR. Net debt must then be deducted to move from enterprise value to equity value, and for a minority block an illiquidity discount justified case by case would follow. That is what a valuation opinion shows: a path, not a verdict.

In the firm's practice, many requests framed as valuation requests are in fact requests for a value opinion. The owner wants to decide, not to produce evidence. Selling them a full report at that stage means billing work they have no use for yet.

The opposite mistake costs more. Handing a valuation opinion to a bank, to opposing counsel or to a tax inspector means offering a target: the limitations of the document are written inside it, and they will be read. The short format should stay internal, or circulate between parties acting in good faith.

Second conviction: value is only half the subject. A share sale under the flat tax regime bears 31.4 % on the capital gain (12.8 % income tax and 18.6 % social levies), and the acquisition cost differs with the nature of the rights sold, parts sociales being taxed at 3 % after an allowance of 23,000 EUR prorated to the percentage of shares transferred, against 0.1 % for shares in a company limited by shares. These parameters weigh on the negotiation as much as the multiple does. A valuation opinion that ignores them leaves the client blind on the net proceeds.

Third, a practical point: ask for the working file to be kept. A well-built valuation opinion turns into a full report without starting from scratch, on the day the discussion hardens. It is the simplest way to pay the right price at the right time.