Sale gains: French tax exemptions in 2026

Updated March 2026 - When an entrepreneur sells their business, their goodwill or their shares, the question of capital gains tax becomes central. Yet many business owners discover too late that several tax exemption régimes exist, each with its own conditions. The common mistake is to talk about "the capital gains exemption" as if there were only one. In reality, you first need to characterise the exact nature of the transaction, then check whether any of the applicable mechanisms can be triggered.

Among the most commonly applicable régimes are:

• Article 151 septies of the French Tax Code (CGI) — linked to the level of turnover;
• Article 151 septies A of the CGI — designed for owners retiring from the business;
• Article 238 quindecies of the CGI — covering business transfers below certain value thresholds.

Each régime responds to a différent logic: turnover levels, retirement, business transfer, and so on. They are not interchangeable and the conditions for each must be assessed independently.

A sale can involve:

• a goodwill (fonds de commerce);
• a complete branch of activity;
• shares or securities;
• a sole trader business.

The applicable tax régime is not the same depending on what is being sold, the operating structure and the seller's personal situation — including their age, rémunération history and future plans.

• what exactly is being sold — goodwill, shares or a branch of activity?
• what is the tax régime of the business or activity?
• is the seller retiring from the business, and does that retirement qualify under the relevant conditions?
• are there parallel operations that could affect the eligibility conditions?

These questions connect directly to our content on business transfer 2026, post-sale strategy and asset and liability warranties.

Hayot Expertise tip: the exemption must be prepared before the signature. A transaction that is not structured in advance can lose a favourable régime that would have been accessible a few months earlier. Once the deed is signed, it is generally too late.

• confusing a share sale with a goodwill sale — they have différent tax treatments;
• discovering the retirement conditions too late to meet them;
• overlooking the specific thresholds or eligibility conditions of a given régime;
• proceeding without a timetable or a tax simulation.

We can qualify the transaction, identify the available exemptions and model their tax impact before the sale.

Discover our strategy and transaction support

The right exemption régime should be chosen well before the sale closes. That may sound obvious, but many owners only start thinking about tax when the offer is already on the table. In reality, the tax impact of a sale depends first on the nature of the asset sold, the seller's situation and the timeline of the project. Careful preparation often keeps more options open or, at the very least, avoids closing a door by accident.

Three régimes, three différent logics#

The most common régimes do not serve the same purpose:

The right approach is to start from the actual transaction and then test the régimes one by one. A share sale is not treated the same way as an asset or business sale, and a sole proprietorship is not read like a company taxed at corporate income tax. The first qualification is therefore decisive.

Gather the evidence early#

A favourable régime is not secured by reading the law alone. You also need concrete evidence: business history, turnover figures, retirement timeline, legal éléments of the deal, draft documents and, where relevant, the conditions linked to retirement or transfer. The earlier the file is prepared, the easier it becomes to see whether the régime is still available after the last round of decisions.

This approach fits a well-prepared transfer, such as the one covered in our 2026 business transfer guide and our article on life after the sale. Discussions about warranties and indemnities should also happen in the same window.

What should be modelled before signing#

Before any signature, it is worth comparing several scenarios:

• immediate sale or delayed sale
• share sale or asset sale
• retirement before or after the transaction
• a stand-alone deal or a transaction embedded in a wider transfer

The purpose of that modelling is not just to measure tax. It also helps preserve the economic logic of the deal. A tax exemption that looks attractive on paper can become less useful if it makes the timeline, governance or buyer relationship more complicated.

What the file should make clear#

The file should answer a few simple questions without hesitation: what is being sold, who is selling, when, under which status and for what purpose? If those answers are fuzzy, the tax régime is harder to defend.

<details> <summary>Do capital gains exemptions apply automatically?</summary>

No. They depend on specific conditions linked to the régime, the type of transaction and, in some cases, the seller's personal situation. They should therefore be checked before the deal is signed.

</details> <details> <summary>Do share sales and business sales follow the same logic?</summary>

No. The legal and tax qualification is différent, so the available régimes are not necessarily the same. That point should be dealt with from the start.

</details> <details> <summary>Should tax modelling wait until the last minute?</summary>

It is better not to. Modelling is more useful when there is still time to adjust the date, structure or scope of the transaction.

</details>

Preparation often makes the difference#

For this kind of transaction, the quality of the file matters almost as much as the exemption régime itself. A clear timeline, up-to-date documents and a consistent reading of the conditions help avoid last-minute uncertainty. The sale then becomes a structuring project, not just a tax-rate question.

In 2026, French tax exemptions on business sale gains remain powerful tools, but they require a precise reading of the applicable texts and genuine advance preparation. The right question is not simply "can I be exempt?" but rather "which régime fits my specific situation, and how do I make sure the conditions are met before the deal is signed?".

<details> <summary>Planning to sell a business activity or company?</summary>

We can verify the exemption régime in advance and structure the transaction to preserve it.

</details>

(Official sources: BOFiP on Article 151 septies exemption, BOFiP on Article 151 septies A for retirement, BOFiP on Article 238 quindecies for business transfers)