Registration Duties on Share and Partnership-Share Transfers 2026

Quick Answer. Transferring shares (SAS, SA) carries a 0.1% registration duty. Transferring partnership shares (SARL, SNC, civil companies) carries 3%, after an allowance equal to €23,000 prorated to the number of shares transferred. Shares of real-estate-heavy companies are taxed at 5%. The duty is in principle borne by the buyer and paid when the deed is registered.

Every transfer of company shares triggers a registration duty under Article 726 of the French Tax Code. Its amount varies greatly with the type of shares: the same sale price does not cost the same duty depending on whether you transfer shares (actions) or partnership shares (parts sociales). This parameter, often overlooked when choosing the legal form, can amount to several thousand euros on resale. At Hayot Expertise, we cost these duties upfront, for both seller and buyer, and factor them into the price negotiation.

Article 726 sets three rates, by category of transferred shares:

1. 0.1% for transfers of shares (actions) and founder or beneficiary shares of joint-stock companies (listed or not), without real estate preponderance.
2. 3% for transfers of partnership shares in companies whose capital is not divided into shares, after an allowance.
3. 5% for transfers of holdings in real-estate-heavy legal entities.

The "share" / "partnership share" distinction depends on the company's form: SAS and SA issue shares; SARL, SNC and civil companies issue partnership shares.

For shares, the duty is 0.1% of the sale price, with no allowance and no cap. It is the most favourable regime: transferring a block of shares worth €500,000 generates a duty of only €500.

This reduced rate partly explains the appeal of the SAS for projects intended for resale: on exit, registration duties are marginal.

For partnership shares (SARL, SNC, non-real-estate civil companies), the duty is 3%, but it applies after an allowance. This allowance equals:

€23,000 × (number of shares transferred / total number of shares in the company).

In other words, you deduct from the value of the transferred shares the fraction of €23,000 corresponding to the proportion of shares sold. The allowance is only full (€23,000) when 100% of the shares are transferred.

When the company sold is real-estate-heavy — that is, its shares are unlisted and its assets are principally composed of real estate or real property rights located in France (or of holdings in such companies) — the duty rises to 5%, with no allowance. An SCI or operating company holding mostly real estate therefore falls under this rate.

SARL example detail: for 100 shares transferred out of 200, the allowance is €23,000 × 100/200 = €11,500. The taxable base is €300,000 − €11,500 = €288,500, so a duty of 3% × €288,500 = €8,655.

The registration duty is in principle borne by the buyer, even though its split can be negotiated between the parties. It must be paid when the transfer deed is registered, in principle within the month following signature. For a share transfer, a written deed is not always mandatory, but registration remains necessary to make the operation enforceable and to pay the duty.

• Transfer of 100% of a SARL's shares: the €23,000 allowance applies in full, slightly reducing the base.
• Holding companies and participating interests: the transfer of a holding's shares follows Article 726 depending on whether the holding is a joint-stock company or not, and on any real estate preponderance.
• Share transfer vs goodwill sale: choosing to transfer the shares or the goodwill completely changes the duties; see our asset-versus-share-deal trade-off.

1. Anticipate the resale cost from incorporation. The choice between SAS and SARL determines the rate that will apply later: 0.1% on shares versus 3% on partnership shares.
2. Check real estate preponderance. A company whose assets shift mainly toward real estate moves to the 5% rate — a point to verify before the sale.
3. Do not confuse registration duties with capital gains tax. Duties hit the buyer; the seller's gain falls under the flat tax or the scale, and any professional capital-gains exemptions.
4. Meet the registration deadline. Late registration exposes you to default interest.

Recently, two partners wished to sell their services company. Set up as a SARL, the share transfer would have carried 3% duty. Reviewing the file upfront, we noted that converting to an SAS, already considered for other reasons, would have brought the duty down to 0.1% on resale — a gap of several thousand euros on the negotiated price. The legal form is therefore not neutral: it is also chosen with the exit in mind.

Our conviction: registration duties are a quiet but real cost of a transfer. Integrating them early — when choosing the legal form, then in the price negotiation — avoids unpleasant surprises. It is a simple calculation, but one that changes the balance of a deal.

Hayot Expertise Guidance. Before signing, have the registration duties of your transfer precisely costed according to the type of shares, and check any real estate preponderance of the company. This costing should feature in the price negotiation. We support the drafting of the transfer deed and the tax optimisation of the sale; for a review of your file, reach out to us.