Fonds de Commerce Valuation in France: 2026 Scales and Methods

Quick answer. A French goodwill (fonds de commerce) is valued in 2026 by combining three methods: the professional scale (percentage of inclusive-tax turnover), the restated EBITDA multiple (3x to 5x for most SMEs) and the comparable method. Registration duties, set by article 719 of the French General Tax Code (CGI), range from 0% below €23,000 to 5% above €200,000 once departmental and municipal additional taxes are included. The price range depends on actual profitability, the commercial lease and location quality : never on turnover alone.

The French goodwill transmission market is undergoing a lasting recomposition in 2026. Business failures remain at historically high levels, bank acquisition loan rates have eased back to around 3.5% on average (approx. 3.2% to 3.9% over seven years depending on the profile), and operating profitability is once again the primary purchase criterion. Buyers no longer pay for a nostalgic turnover figure: they pay for a defensible EBITDA capable of servicing a vendor or bank loan over seven years.

At Hayot Expertise, a firm registered with the Order of Chartered Accountants of Paris Île-de-France, we regularly support goodwill sellers and buyers, often in the €200,000 to €2M range. Consider a representative case type: a Paris hair salon (revenue €380,000 incl. VAT, restated EBITDA €65,000) receives an offer at 110% of turnover. The hybrid EBITDA × 4 method brings the defensible valuation to around €260,000, a discount of roughly 38% on the initial offer: the counter-valuation realigns the price with actual profitability. This is the methodological discipline we document here.

The 2026 regulatory framework still derives essentially from the Economy Modernisation Act: fiscal tariff under articles 719 et seq. CGI, mandatory registration within one month of the sale, and detailed inventory filing at the tax office. BOFiP doctrine (notably BOI-ENR-DMTOM-10-20-20 and BOI-ENR-DMTG-10-40-10-40) clarifies the tax base and intangible asset valuation methods.

A French goodwill (fonds de commerce) groups together all the tangible and intangible movable assets that a trader allocates to their business in order to attract and retain a clientele. Three asset families coexist:

1. Intangible elements : clientele and goodwill, leasehold rights, trade name, sign, trademarks, patents, and applicable licences (Class IV alcohol licence, tobacco retail licence, pharmacy authorisation). They explain most of the value.
2. Tangible operating elements : equipment, furniture, tooling, specific fittings. Valued at usage value, distinct from net book value.
3. Inventory : excluded from the registration-duty base under article 719 CGI, sold separately at cost excluding VAT (article 723 CGI).

The following are excluded from the goodwill: real estate (separate real-estate transfer tax), receivables and payables (unless expressly transferred), employment contracts (automatic transfer to the buyer under article L. 1224-1 of the Labour Code), and contracts intuitu personae that are non-transferable.

Once that perimeter is settled, a line-by-line review of the tangible elements can reveal equipment still carried in the fixed asset register although it is no longer in service or has already been destroyed. Such items carry no usage value to include in the price: they leave the books through a write-off of the asset, so that the register matches the equipment actually transferred.

A rigorous goodwill valuation rests on cross-referencing three approaches systematically. No single method suffices; the convergence of the three indicators defines the defensible negotiation range, robust both before the tax authority and before the buyer's bank.

Method 1 : The sector scale (% of turnover)#

The historical method, codified in the Francis Lefebvre scales and used by Chambers of Commerce and Industry. A coefficient is applied to the average turnover (including VAT) of the last three financial years, calibrated sector by sector. Useful to set an initial order of magnitude and an upper bound in negotiation.

Main limitations: it completely ignores profitability, mishandles seasonal businesses, and makes no sense for digital business models (e-commerce, SaaS, marketplaces).

Method 2 : Restated EBITDA multiple (profitability method)#

Restated EBITDA represents operating profit before depreciation, adjusted for items specific to the seller. It is the reference aggregate for small-cap M&A. Restatements neutralise: seller's compensation replaced by that of an equivalent salaried executive, personal expenses booked as business costs, sub-market or above-market rents, exceptional items, and non-recurring amortisation.

The applicable multiple depends on the sector, growth, dependence on the manager and lease quality. For a classic French goodwill in 2026, observed multiples range between 3x and 5x. Bpifrance Création reminds in its encyclopedia that the profitability method combines this EBITDA capitalisation with an analysis of cash-flow durability.

Method 3 : Comparables (analogical method)#

This method looks at actual sale prices of comparable goodwills, in the same geographic area, over the previous 12 to 24 months. Public sources (BODACC for goodwill sales, statistics from the National Chamber of Notaries, CCI observatories) help build a sample. Powerful for urban food retailers and pharmacies, weaker for atypical businesses.

The ranges below cross-reference Francis Lefebvre scales, CCI France observations and our own 2025-2026 small-cap deal data. They apply to the average turnover (incl. VAT) of the last three financial years, excluding inventory.

These ranges are valid only for profitable goodwills in stable trading locations with a secured commercial lease. A negative EBITDA or a lease expiring in under 18 months pushes the value below the range.

Here is, activity family by activity family, the ranges that are genuinely documented (Francis Lefebvre Valuation Memento scale, practitioners' observations), to be applied to the average of the last three financial years and always cross-checked against restated EBITDA and comparables. No scale carries official force: BOFiP only admits valuation "according to the profession's scales" (BOI-ENR-DMTG-10-40-10-40). The full, sector-by-sector method is set out in our business valuation guide.

The goodwill (survaleur) method values the intangible elements by capitalising the excess profit generated by the business. Excess profit is the gap between actual profitability (restated EBITDA) and the normal remuneration of capital invested in operating assets (practitioners' method).

Steps:

1. Value the required operating assets (tangible + normative working capital).
2. Compute the normal return on these assets at the risk-free rate plus a premium (5% to 8% in 2026).
3. Subtract this return from restated EBITDA: this is the annual excess profit.
4. Capitalise the excess profit over a reinvestment period (generally 3 to 7 years, depending on durability).
5. Add this excess value to the tangible assets to obtain the goodwill value.

Particularly suited to intangible-heavy businesses (service firms, agencies, e-commerce) and to situations where a simple EBITDA multiple does not sufficiently capture goodwill quality.

Restaurants and licensed premises#

The value of the Class IV or entertainment licence is added as a separate item. Exit from the licence's geographic area (article L. 3332-11 of the French Public Health Code) changes its valuation. Leasehold weight is decisive in tourist zones.

Hair and beauty salons#

Customer base is highly volatile and strongly tied to the departing stylist. A post-sale handover period of 3 to 6 months is virtually mandatory. A strengthened non-compete clause (5-10 km radius, 2-year duration) adds value. Our observation: 60% of clients without a CRM loyalty programme disappear within 18 months.

E-commerce and DNVBs#

Valuation ignores the % of turnover scale and relies on an EBITDA multiple (3x to 5x), separate inventory valuation, and intangible-asset quality (CRM base, social audience, supplier contracts). Working capital (sometimes negative) must be analysed specifically.

B2B SaaS#

2026 market standard: ARR (annual recurring revenue) multiple between 2x and 6x depending on YoY growth, NRR (net revenue retention), gross margin and customer-base quality. % of turnover scales are meaningless.

Pharmacy#

The market remains structurally bullish despite shrinking margins on reimbursed drugs. EBITDA multiples of 6x to 9x reflect the scarcity of authorisation transfers (implicit numerus clausus through geographic coverage rules).

Sale tariffs are set by article 719 of the French General Tax Code, supplemented by additional departmental tax (article 1595 CGI) and municipal tax (article 1584 CGI). The consolidated scale for sales registered in 2026 is as follows:

Duty is in principle borne by the buyer, unless the deed states otherwise. Favourable regimes apply in France Ruralités Revitalisation zones (former ZRR), and a €500,000 allowance is granted for sales to a salaried employee or close family member (article 732 ter CGI), subject to holding and operation continuation conditions.

For the seller, the capital gain is taxed under the professional capital gains regime. Several exemptions may apply: article 151 septies CGI (turnover-based), article 238 quindecies (sale of a complete branch of activity fully exempt up to €500,000, sliding-scale up to €1M), article 151 septies A (retirement). We detail these mechanisms in our guide on tax exemptions for sale capital gains.

A raw coefficient is never enough. Several factors modulate the final value upward or downward.

Structural discounts#

• Lease close to expiry without renewal commitment: 20% to 40% discount.
• Premises in energy class F or G: 10% to 25% customary discount, a degraded energy rating weighing on rental value (the tertiary decree itself only applies to premises of at least 1,000 sq m).
• Clientele ultra-dependent on the departing manager: 10% to 20% discount, mitigated by post-sale handover.
• Recent collective proceedings against the seller or landlord: 15% to 30% discount.
• Obsolete equipment requiring upgrade capex: discount equal to the capex amount.

Defensible premiums#

• Tier-1 metropolitan location (premium pedestrian zone, footfall > 5,000/day): 10% to 25% premium.
• Recently renewed lease with capped rent: 5% to 15% premium.
• Exploitable CRM base of over 3,000 qualified contacts: 5% to 10% premium.
• Engaged social audience over 10,000 followers: 5% to 15% premium.
• Transferable recurring commercial contracts (subscriptions, long B2B client leases): premium at the multiple of additional ARR.

The scale gives an order of magnitude, never a price. To move from the sector range to a value that stands up before a buyer, a bank or the tax authority, the full approach takes four steps:

Having that value established by a third party changes its standing: our goodwill valuation engagement produces either a value opinion (a reasoned range) or a fully reasoned report usable with a buyer, a bank or the tax authorities.

1. Position the goodwill within its scale range (average turnover of the last three financial years), then justify the high or low end by actual profitability.
2. Cross-check with the restated EBITDA multiple: normative manager pay reinstated, rent aligned with the market, exceptional items neutralised. If the two approaches diverge by more than 20%, profitability wins.
3. Confront with comparables: recent sales of equivalent goodwills published in the BODACC, in the same catchment area.
4. Adjust with premiums and discounts: lease, location, dependence on the seller, compliance of the premises.

This is exactly how a professional goodwill appraisal proceeds: the scale is only a starting point that the profitability analysis confirms or corrects.

At Hayot Expertise, we observe that the main valuation trap remains the confusion between tax value, market value and use value. The DGFiP scale was never designed as a market value: it is an administrative benchmark intended to prevent manifest undervaluation when registration duties are levied, in line with article L. 17 of the French Tax Procedures Book. Using it as a sale price confuses the tool with the goal.

Our hybrid method, applied in small-cap M&A: restated EBITDA multiple (3x to 5x) less net debt plus specific assets (inventory, positive working capital, transferable licences). For digital or hybrid goodwills, we add an ARR multiple for the recurring share of revenue. This approach aligns price with the buyer's actual ability to service a 7-year loan at around 3.5% (approx. 3.2% to 3.9% depending on the profile) with a reasonable debt-service ratio (60% maximum of post-acquisition EBITDA).

The second frequent mistake is presenting the buyer with an unrestated EBITDA. A seller paying themselves €30,000 per year for a role worth €60,000 on the labour market mechanically doubles the headline EBITDA. Intellectually honest restatement is the condition for a transaction that holds over time.

Lastly, the valuation report must be documented, dated and signed: this is precisely the purpose of our business valuation engagement. It serves as a brief vis-à-vis the buyer's bank, but also as protection vis-à-vis the tax authority in case of an insufficiency-of-price audit.

Hayot Expertise advice. Never sign a sale deed without cross-referencing at least two methods (scale + EBITDA multiple) and without documenting a transparent restatement. Plan 6 to 12 months between the decision to sell and signing to prepare the valuation file, secure the lease and anticipate exit taxation. An independent valuation report costs €3,000 to €8,000 and prevents six-figure disputes.

• Three mandatory cross-referenced methods in 2026: % of turnover scale, restated EBITDA multiple (3x to 5x for most SMEs), sector comparables.
• Sector ranges only apply to profitable goodwills with a secured commercial lease.
• Consolidated registration duties (article 719 CGI + additional taxes): 0% up to €23,000, 3% between €23,001 and €200,000, 5% above.
• The DGFiP scale is not a market value: it is an anti-minoration benchmark within the meaning of article L. 17 of the French Tax Procedures Book.
• E-commerce, SaaS and digital activities require a hybrid EBITDA + ARR method, not a turnover percentage.
• Prepare the file 6 to 18 months before the sale to secure the lease, the DPE and exit taxation.

Official sources#

• French General Tax Code, article 719 et seq. (sale of goodwill)
• impots.gouv.fr : Sale of goodwill (professional area)
• Service-public.fr : Registration duties on goodwill transfer
• BOFiP : BOI-ENR-DMTOM-10-20-20 : Tariff and liquidation
• BOFiP : BOI-ENR-DMTG-10-40-10-40 : Valuation of intangible movable assets
• Bpifrance Création : Comparison valuation method
• Bpifrance Création : Profitability valuation method
• French Tax Procedures Book, article L. 17 (price insufficiency)