Buying a restaurant in France 2026: audit, valuation and the business sale

Buying an existing restaurant is often safer than starting one: the location is known, the clientele is there, revenue has a history. But it is also a minefield if you buy on the basis of a flattered profit-and-loss account, a fragile lease or end-of-life equipment. Here is the method to buy a restaurant in France in 2026: audit, valuation, structuring, financing.

The first decision shapes everything. You can buy the business assets (goodwill, lease right, signage, equipment, licences): the buyer does not inherit the seller's liabilities — safer — but registration duties are higher and contracts (employment excepted) are not automatically transferred. Or you can buy the shares of the company, which continues with its whole history and therefore any liabilities (tax, social, employment): cheaper in duties, but it requires serious due diligence and a representations-and-warranties (asset and liability) guarantee.

The right choice depends on the file, the identified liabilities and the tax position — decided after the audit, not before.

The seller's price is only a starting point. Due diligence checks the reality behind the numbers: real revenue and its structure (dine-in / takeaway / delivery; revenue 60% carried by Uber Eats is more fragile than dine-in); real margin (food cost, prime cost, HCR payroll — high revenue can mask zero profitability); compliance (VAT split, NF525 cash-register attestation, HCR payroll, alcohol licence); the commercial lease (remaining term, rent, renewal terms — the lease often makes the value, see our commercial lease article); and equipment condition (a kitchen to refit is a hidden investment of tens of thousands of euros). This turns a "take-it-or-leave-it" price into a negotiable, justified, financeable one.

There is no single price. Cross two methods: a percentage of annual revenue (for a restaurant, typically 50% to 120% of annual revenue incl. VAT, depending on location, profitability and lease quality) and a multiple of adjusted EBITDA (restate owner's pay and non-recurring items, then apply 2 to 4 times EBITDA). The latter is the economically sounder approach because it values profitability, not just volume. The right value is consistent across both methods and financeable against the repayment capacity. A price that cannot be repaid over the loan term is a bad price, whatever the benchmark.

Most acquisitions use an operating company (SAS/SASU or SARL/EURL) that buys the business. Where a loan funds the deal, an acquisition holding can be relevant: it borrows, holds the operating company's shares and repays from upstream dividends (leverage, parent-subsidiary regime). It is not systematic — see our article on the legal structure of a restaurant.

A restaurant acquisition financing plan typically combines personal equity (often 20–30% of the project, financing and working capital included), a bank loan (usually 7 years for the goodwill), possibly an honour loan or a BPI/network scheme, and vendor financing (part of the price paid deferred — a sign of the seller's confidence and a negotiation lever). The plan must include registration duties, deed costs, start-up working capital and a realistic refit/equipment budget — the role of the forecast, see our business plan and forecast article.

Buying business assets attracts progressive registration duties (current scale, to confirm): 0% up to €23,000, 3% from €23,000 to €200,000, 5% above, borne by the buyer. Add protective formalities: price escrow (the price is held during the creditors' opposition period), tax solidarity of seller and buyer on certain taxes for a period, and legal publicity. These steps, framed by the Commercial Code, secure the deal but tie up the price for several months — to anticipate in cash planning.

When you buy a company's shares (not just the business assets), you inherit its past: a tax reassessment, an employment dispute or an unprovisioned debt predating the sale can resurface afterwards, at the buyer's cost. The representations-and-warranties guarantee neutralises this risk: the seller undertakes to indemnify the buyer if a pre-sale liability emerges later, or if a declared asset proves overvalued. It is usually backed by security (a bank guarantee or price escrow) to ensure the seller can actually pay. Key points to negotiate: the cap, the duration (often aligned with tax and social limitation periods), the trigger threshold and the information procedure. A well-drafted guarantee, backed by serious due diligence, is what separates a controlled share deal from a bet. We work these clauses with the lawyer, based on the risks identified in the audit.

On a business-asset sale, the price is not paid to the seller immediately: it is held by an escrow agent during a legal creditor-opposition period. This protects the buyer — it prevents the seller pocketing the price while leaving debts (tax, suppliers) that could be claimed against the business. After the sale, legal publicity opens a window for the seller's creditors to object to the escrowed price; the balance is released to the seller only once the period elapses and objections are cleared — several months. For the buyer, the issue is timing and tax solidarity (the authority can claim certain seller taxes from the buyer for a period), so the escrow must cover this risk. These Commercial Code steps lengthen the timetable and must be anticipated in the financing plan and cash forecast (see our business plan and forecast article).

Buying a trading restaurant almost always means taking on its staff. Article L1224-1 of the French Labour Code provides that, when an autonomous economic entity is transferred, the employment contracts in force continue automatically with the buyer. This also applies to a business-asset purchase where the activity is taken over with its means of operation.

In practice, the buyer inherits the existing contracts with their seniority, pay and acquired benefits: you cannot "start from scratch" on headcount. Three checks are essential in the audit: the exhaustive list of contracts (permanent, fixed-term, extras, part-time), any special commitments (bonuses, company agreements) and the social liabilities (overtime, provisioned paid leave, employment-tribunal disputes). This automatic transfer is an asset as much as a risk: a trained, loyal team is part of the business's value. It also means the HCR collective agreement, the seniority and the acquired benefits all carry across — there is no reset.

Beyond the general audit, restaurants concentrate their own risks to hunt down before signing:

• Non-compliant till: no NF525 attestation, questionable VAT splitting, till-versus-bank gaps.
• "Optimised" revenue: unrecorded sales, undeclared extras — revenue inflated, or understated.
• Platform dependence: revenue mostly carried by delivery at 30% commission is fragile and thin on margin.
• Risky lease: a restrictive change-of-use clause, an overvalued rent, an imminent renewal date, major works charged to the tenant.
• End-of-life equipment: a kitchen, an extraction hood or a cold room to replace is a hidden investment of tens of thousands of euros.

Each of these weighs on the price. Costing them in the audit turns a risk into a negotiation argument, and a clear-eyed read of the lease and the staff position separates a sound acquisition from an expensive mistake.

In doubt between the two structures? A few questions usually settle it. Is the target company's history clean, with limited identified liabilities? A share deal (cheaper in duties) can work, backed by due diligence and a warranty. Is the history opaque, or the liabilities hard to quantify? Prefer an asset deal, which leaves the seller's liabilities behind. Does the value sit mainly in the lease and the location? Check the lease terms first, whichever route you take. The answer is rarely dogmatic — it follows the audit findings, the tax position and the financing structure, which is why we decide it after the audit, not before.

Buying a restaurant is first an audit, then a cross valuation (% of revenue and EBITDA multiple), then structuring and financing consistent with repayment capacity. The asking price is never the right price: it is the start of a negotiation that data makes winnable. To support you from audit to signing, see our restaurant accounting support, our business creation and acquisition service and our complete 2026 restaurant accounting guide.

Updated 3 June 2026. This article sets out the general principles of buying a restaurant; registration-duty scales and legal terms must be checked against the texts in force and your file. Sources: Commercial Code, Service-public.fr, impots.gouv.fr, BPI France.