How much do you net after selling your business?

Quick answer. The net amount after a sale is calculated by subtracting the acquisition cost of the shares from the sale price, then the tax on the capital gain. By default, this gain is subject to the flat tax (PFU) of 31.4% in 2026, i.e. 12.8% income tax plus 18.6% social levies. The CEHR surtax and advisory fees may also apply.

You have signed a letter of intent for 1,000,000 €, and you are already counting on that amount. This is the most common mistake we see in sale files: confusing the headline price with the net price after tax. Between signing and the money actually available in your account, the gap often runs into hundreds of thousands of euros. This article sets out, step by step, how to move from the sale price to the amount you truly keep.

The "net" is not a single figure: it depends on your acquisition cost, your tax regime and your personal situation. The logic, however, is always the same.

1. Determine the sale price of the shares, net of costs directly linked to the sale.
2. Subtract the acquisition cost of the shares (or their contribution value if you received them in exchange for a contribution).
3. Obtain the taxable capital gain, which serves as the base for tax.
4. Apply the PFU of 31.4% (or, by global election, the progressive income tax scale).
5. Add the CEHR where applicable, and deduct advisory, audit and mandate fees.

The table below summarises the move from price to net in the most common case, the PFU with no specific allowance.

Before running this calculation, you first need to know the value of your shares. That is the purpose of a prior valuation exercise, which we detail in our article on the three methods to value a business before a sale and in the sector valuation multiple benchmarks.

By default, the capital gain on a share sale falls under the PFU, or single flat-rate levy, often called the flat tax. Its overall rate is 31.4% in 2026. It breaks down into 12.8% income tax and 18.6% social levies, the latter having been raised from 17.2% to 18.6% on 1 January 2026.

You may waive the PFU and elect, globally for all your capital income of the year, for the progressive income tax scale. This election is worthwhile only in specific configurations, for instance when your marginal rate is low or when older holding-period allowances still apply. It is a trade-off to be calculated case by case, never assumed.

Our reading. In the large majority of recent sale files, the PFU remains the simplest and often the most favourable regime. The election for the scale deserves a precise calculation, but it tends to be penalising as soon as the capital gain is substantial, because it exposes the entire gain to the marginal income tax rate.

A director of an SME who sells their shares on the occasion of retirement may benefit from a fixed allowance of 500,000 € provided by article 150-0 D ter of the French General Tax Code. This scheme has been extended until 31 December 2031, under strict conditions: ceasing to hold office and retiring within two years, SME qualification, holding period, among others.

Be careful about one point that many sellers discover too late. The 500,000 € allowance reduces income tax only, that is the 12.8% portion. The 18.6% social levies remain calculated on the full capital gain, with no allowance whatsoever. This is, mechanically, the main source of the gap between the expected net and the actual net.

The underestimated risk. We supported a director who was convinced, after a quick read, that the allowance "erased" 500,000 € of tax. He had reasoned as if the 31.4% of the PFU disappeared on that fraction. In reality, only the 12.8% income tax was neutralised on the 500,000 €; the 18.6% social levies still applied to the entire capital gain. The gap between his estimate and the actual net far exceeded 90,000 € on that single line.

To go further on exemption regimes and their conditions, see our dedicated article on tax exemptions on capital gains from a sale.

Take an illustrative example. A director sells the shares of their company for 1,000,000 €. They had acquired them for 100,000 €. The taxable capital gain therefore amounts to 900,000 €.

The figures below are provided to illustrate the rates and do not take the CEHR or fees into account, both covered further down.

The retirement allowance saves 64,000 € here, exactly the 12.8% applied to the 500,000 € exempt from income tax. You can clearly verify that the social levies do not move: 167,400 € in both columns. This is the point that surprises sellers most often.

To understand the most frequent tax pitfalls in this type of transaction, our article on the director's tax mistakes in a sale lists the main traps to avoid.

Beyond the tax on the capital gain, several items eat into the amount actually kept:

• The CEHR, the exceptional contribution on high incomes under article 223 sexies of the General Tax Code, of 3% then 4% on high reference taxable income, above 250,000 € for a single person and 500,000 € for a couple. A large sale almost systematically triggers this contribution.
• The CDHR, the differential contribution on high incomes introduced by the 2025 Finance Act, which guarantees a minimum taxation of around 20% of reference taxable income for very high incomes. This recent and temporary scheme can neutralise certain arrangements.
• Advisory fees, acquisition audit and sale mandate fees, which are taken out of the sale proceeds.
• The vendor loan, where part of the price is paid on a deferred basis: the capital gain is in principle taxed in the year of the sale, even if the price is collected later.

This last point is a classic source of cash-flow friction. We analyse it in our article on the tax deferral of the vendor loan. Likewise, where the price depends on future performance, earn-out mechanisms call for particular vigilance: see our analysis of the structure and pitfalls of the earn-out.

Several situations significantly change the calculation and warrant a dedicated study.

Shares received through a contribution to a holding company follow a deferral or roll-over mechanism that changes the base for calculating the capital gain: the contribution value then replaces the historical acquisition cost. We address this subject from a wealth-planning angle as part of our holding company taxation services.

A partial sale, the splitting of ownership rights, or the presence of several sellers within the same tax household change the calculation of the reference taxable income and therefore the triggering of the CEHR and the CDHR.

Finally, timing matters: selling at the end of one year or at the start of the next can change the exposure to the CEHR depending on the household's other income.

In practice, we recommend calculating the actual net even before signing the letter of intent, as part of a growth strategy and valuation analysis and of a corporate and director taxation review. Understanding the role of the chartered accountant in a sale transaction allows you to anticipate these items rather than absorb them.