Buying an optical store in France: valuation, due diligence and financing

An optical store is valued on its sustainable profitability: gross operating profit (EBE, close to EBITDA), adjusted for the pay of an optician, a market rent and income that will not recur. That figure is cross-checked against net assets, including the counted stock, and against the sale prices published in the BODACC. Stock, third-party payment receivables and the brand contract are checked before the price is set.

There is no official scale, and we do not use any "market" multiple without a published source. The general methods are in our article on the valuation scale for a French business (fonds de commerce); for an optical store, three approaches check one another.

Normalised profitability. Start from the EBE of the last three financial years, adjusted for what a buyer will not get:

• the optician's pay: if the seller, the only qualified optician, takes little pay or is paid in dividends, the adjusted EBE bears the full employer cost of an optician paid at the market rate;
• rent paid to a property company (SCI) owned by the seller, brought back to market level;
• non-recurring income, such as the €42 supplement per complete class A pair of glasses, a temporary measure reserved for retailers where more than 65% of the complete pairs covered by the Assurance Maladie were class A during a reference period (current authorisation from 1 July to 31 December 2026, according to ameli.fr): it should not be capitalised into the price without visibility on its renewal;
• brand royalties, recalculated under the contract the buyer will sign.

Net assets, i.e. the stock at its real value, the workshop and refraction equipment and the leasehold right, give a floor: the gap with the asking price measures what you are paying for the customer base.

Published prices. The sale of a business (fonds de commerce) is published in the Bulletin officiel des annonces civiles et commerciales (BODACC) with the agreed price (articles L. 141-12 and L. 141-13 of the French commercial code). On bodacc.fr, sales of optical stores in your area give real, dated prices, but no turnover or EBE: check what each price covers.

We do not give an average price, profitability or margin: we know of no reliable public source, and an average would mix franchisees and independents, town centres and retail parks. According to ameli.fr, class A is the 100% Santé offer with no out-of-pocket cost for the patient, and class B covers lenses sold at freely set prices: a shift in the mix between the two moves the margin at constant turnover, and an overvalued stock inflates it.

This review comes before the sale agreement (promesse de cession) is signed. Its accounting and tax side (stock, third-party payment, VAT, payroll) is part of the work of a chartered accountant for opticians instructed by the buyer; the legal reading of the contracts and the lease falls to the buyer's lawyer.

Stock. A joint stocktake at the transfer date, item by item; older collections at their real resale price; goods held on consignment, if any, excluded because they do not belong to the seller; in an asset deal, a stock price separate from the price of the business.

Third-party payment receivables. Ask for an aged balance of receivables by payer, the rejections and their reasons, and any amounts clawed back afterwards. In a share deal, their recoverability is part of the price; in an asset deal, they remain in principle with the seller, and the buyer finances the delayed collection of their first sales. See our article on third-party payment accounting for opticians.

The brand contract. Franchise, buying group or cooperative: read the approval of the buyer, any right of first refusal, the expiry date, any non-reaffiliation clause and, in a share deal, the change of control clause. Do the agreements with the care networks of health insurers follow the store or the seller?

Lease, staff, dispensing, VAT.

• A clause prohibiting assignment of the lease to the buyer of the business is deemed unwritten (article L. 145-16 of the commercial code), but the remaining term, the permitted use and the rent still need checking.
• In an asset deal, employment contracts transfer to the buyer (article L. 1224-1 of the labour code); the seller reimburses the buyer for sums owed at the transfer date, unless the deed takes them into account (article L. 1224-2).
• Dispensing corrective spectacle lenses and corrective contact lenses is reserved for opticians (opticiens-lunetiers) (article L. 4362-9 of the public health code): if the seller is the only optician, finding a replacement conditions the value.
• Glasses and contact lenses do not qualify for the reduced 5.5% VAT rate (BOI-TVA-LIQ-30-10-50, § 70) and are taxed at the standard 20% rate (article 278 of the CGI): in a share deal, a wrongly configured till leaves a VAT reassessment with the company.

For an SARL or an SAS, there are two routes: buy the business (fonds de commerce), or buy the shares.

Duties on a business. With the departmental tax (article 1595) and the municipal tax or, in small municipalities, the departmental equalisation fund tax (articles 1584 and 1595 bis), the scale in article 719 of the CGI gives the rates in the table. The base includes the customer base, the leasehold right and the equipment, listed in a valued inventory. New goods in stock are outside it: their sale linked to the transfer is exempt from any proportional duty when it is subject to VAT or relieved under article 257 bis (article 723). In France ruralités revitalisation zones, the State's 2% band can fall to 0%, under conditions (article 722 bis).

Illustrative case: duties on the same store

Modelled assumptions: customer base, leasehold right and equipment valued at €300,000, stock of €60,000, cash of €20,000 and financial debt of €120,000 in the company, giving a price for the shares of €260,000.

The gap does not decide on its own: in a share deal, the buyer inherits the liabilities and cannot amortise the price; in an asset deal, the buyer starts with no liabilities and may deduct the amortisation of goodwill acquired by 31 December 2029, if it is recorded in the accounts and the seller is neither a related company nor a business controlled by the same individual as the buyer (article 39, 1, 2° of the CGI).

Liabilities in an asset deal. After the sale is published within fifteen days (article L. 141-12 of the commercial code), the seller's creditors have ten days from the last publication to object to payment of the price (article L. 141-14), and a buyer who pays earlier is not discharged towards third parties (article L. 141-17). The buyer may also be liable, up to the price, for the seller's tax on profits for the year of the sale, or even the previous year if not yet declared: for thirty days after the filing of the seller's profit return for the sale if the seller has met its filing and payment obligations, otherwise for ninety days after the filing deadline of that return (article 1684 of the CGI). Hence the escrow of the price.

• The bank loan is sized on the normalised EBE, after the buyer's pay and tax. The bank generally asks for a personal contribution and for security.
• The vendor loan defers part of the price and may, if the deed provides for it, be offset against an indemnity due under the warranty.
• The acquisition holding company carries the loan in a share deal; with at least 95% of the capital, it may elect for tax consolidation (article 223 A of the CGI), within the limits on the deductibility of interest. See our article on the acquisition holding company.

In a share deal, the seller undertakes to indemnify a decrease in assets or an increase in liabilities that originated before the sale; no statute sets its content. For an optician, name in the clause a VAT reassessment for 5.5% wrongly applied, amounts clawed back by a third-party payer on past invoicing, an overvalued stock and employment disputes that predate the sale. Negotiate the duration, the deductible, the cap and the guarantee of the warranty (bank guarantee, escrow, set-off against the vendor loan), without which everything depends on the seller's solvency.

In our view, what weighs most on value cannot be read in the income statement: it is the strength of the brand contract and of the agreements with care networks, then the replacement of the optician. Between the business and the shares, we start from the liabilities: if they remain unclear after the review, they tip the balance towards the business, which costs more in duties; if the company is sound, the shares avoid renegotiating everything.

The underestimated risk: in an asset deal, the cash needed at start-up, because the buyer pays suppliers and staff before collecting the third-party payments on the first sales. This need is quantified before signing.

• the last three tax returns, with turnover by product family and by class;
• the stock inventory, the aged third-party payment balance and the history of rejections;
• the brand contract and the agreements with care networks;
• the lease, the staff list and the opticians' qualifications;
• the VAT settings of the till.

This article sets out general rules; an offer is based on a review of the store's documents. To have your project reviewed before you commit, describe it from our acquisition due diligence page.