Selling your business assets or shares: a seller's comparison

Quick answer. Selling the business assets (fonds de commerce) transfers only the clientele, lease and equipment, leaving liabilities in the company; selling the shares transfers the whole company, debts included. Registration duties range from 0.1% on shares (CGI art. 726) to 5% on a business (CGI art. 719). The choice is made early, never at signing.

When an owner wants to exit, the first real question is not the price but the route: do they sell the business assets (fonds de commerce) or the company's shares? These are two distinct legal operations, with different taxation, risk transfer and natural buyer. The right choice is prepared from the outset, not on the day of the deed.

At Hayot Expertise, a firm registered with the Ile-de-France Order of Chartered Accountants, we see this issue in every transfer file. This article compares both routes from the seller's standpoint, on the criteria that genuinely drive the decision.

The distinction shapes everything that follows.

• Selling the business assets (fonds de commerce) means selling operating items: clientele, trade name, lease rights, equipment, stock and contracts attached to the business. The company (or sole trader) is the seller; the legal entity itself stays in place.
• Selling the shares (quotas or shares) means selling the legal envelope: the buyer acquires the company with its assets and its liabilities. The shareholders, as individuals, receive the price.

This difference in object explains most of the gaps below: who pays the tax, who bears the debts, and how much the transfer costs. To frame the value of each option, it is best to start by estimating the value of the business assets before reasoning on the share price.

Registration duties are payable by the buyer, but they weigh on the price negotiation: a buyer paying 5% will push harder on price than one paying 0.1%. The seller therefore has every interest in knowing them.

The minimum duty is EUR 25. For quotas, the allowance is pro-rated: EUR 23,000 x (quotas sold / total quotas). Example from official guidance: for 200 quotas out of 500 sold at EUR 60,000, the allowance is EUR 9,200, the base EUR 50,800, and the 3% duty applies to that amount.

Our reading. The gap is striking. Selling the shares of an SAS costs the buyer 0.1% in duties. Selling an equivalent business can cost 5%. For a buyer, acquiring an SAS via its shares is almost always cheaper in duties than buying the business. This structural mechanism steers the acquisition market towards share sales for joint-stock companies. The tax regime of a share sale is worth working out in advance.

This is where the two routes diverge most, and what matters directly to the seller.

Share sale: a single layer of taxation#

When an individual sells their shares, they realise a capital gain on securities. It is subject to the flat tax (PFU) of 31.4% in 2026 (12.8% income tax + 18.6% social levies), with an option for the progressive scale. Depending on the reference taxable income, the exceptional contribution on high incomes (CEHR, CGI art. 223 sexies) may apply.

Relief regimes exist, notably the fixed allowance for a retiring director (CGI art. 150-0 D ter), to be checked case by case according to the situation and the date of sale.

Asset sale: a risk of double taxation#

When the company sells its business assets, the professional capital gain is taxed at corporate income tax. Then, for the director to recover the proceeds, the cash must be extracted: dividend distribution (PFU) or liquidation. Hence a potential double layer: corporate tax on the gain, then taxation of the distribution.

Reliefs can soften this, in particular CGI art. 238 quindecies (full exemption up to EUR 500,000 of value, tapering up to EUR 1,000,000), and art. 151 septies depending on turnover. Their application depends on precise conditions to study file by file.

The underestimated risk. Many sellers focus on the sale price without simulating what they keep net. Selling the business via the company then extracting the cash can cost far more than selling the shares directly, at the same market price. The net-to-seller simulation must come before setting the strategy, not after signing.

Tax concerns the seller; liabilities concern the buyer, and both negotiate together.

• Share sale: the buyer takes over the company with all its liabilities: debts, ongoing disputes, latent tax or social liabilities. This is why they almost always require a representations and warranties agreement (GAP), binding the seller for several years after the sale.
• Asset sale: the buyer only buys the items of the business. The liabilities remain in principle with the seller. But the law provides a temporary tax solidarity of the buyer for certain taxes of the seller, hence a price escrow for several months and a creditors' objection procedure.

What the tax authority looks at. On an asset sale, the solidarity period and the price escrow exist precisely to secure recovery of the seller's taxes. The seller therefore does not immediately receive the full price: this cash-flow lag must be anticipated in the personal financing plan.

A final, operational criterion often tips the balance.

• In a share sale, the company does not change: commercial contracts, the lease and employment contracts continue automatically, without renegotiation.
• In an asset sale, employment contracts transfer by operation of law (Labour Code art. L1224-1), but commercial contracts and certain authorisations do not always follow: they must be taken over or renegotiated.

For a business whose value rests on a portfolio of contracts or a strategic lease, the share sale preserves continuity. We examine this systematically in our business transfer files.

Arbitrage. There is no universal answer. A share sale is generally gentler for the seller and cheaper in duties for the buyer of an SAS; an asset sale shields the buyer from liabilities and may suit a sole trader. The right choice depends on the legal form, the latent gain, the buyer's appetite for the liabilities and the value attached to contracts.

1. Map the legal form and the ownership structure (shares held directly or via a holding company).
2. Value the business and the shares separately, with our business and share valuation team.
3. Simulate the net to the seller in each scenario, including the buyer's registration duties.
4. Identify the applicable reliefs (150-0 D ter, 238 quindecies) for your situation.
5. Anticipate the GAP and the price escrow in the cash-flow timeline.
6. Set the strategy at least 12 to 18 months before signing to secure the options.

A mid-sized company owner recently asked us to sell their operating company, which also held its commercial premises. As property represented a large share of the assets, the company risked being classified as a real-estate-dominant company, whose shares bear registration duties of 5% with no allowance (CGI art. 726, I-2), instead of 0.1%. The solution was to study a prior separation of the property. This reflex must come early: it cannot be improvised at signing. To go further on the purely tax angle, see our analysis of the purely tax arbitrage between assets and shares.

• Selling the business = transferring the clientele and operations; selling the shares = transferring the whole company, liabilities included.
• Registration duties: 0.1% on shares, 3% on SARL quotas (after a pro-rated allowance), 0/3/5% on a business, 5% on a real-estate-dominant company.
• On the seller's side, a share sale has a single tax layer (PFU 31.4%); an asset sale via an IS company exposes to potential double taxation.
• In a share sale, the buyer takes on the liabilities and requires a representations and warranties agreement; in an asset sale, liabilities stay with the seller but the price is held in escrow.
• A share sale preserves continuity of contracts; an asset sale transfers only employment contracts by operation of law (art. L1224-1).
• The strategy is set 12 to 18 months before, after simulating the net to the seller. This article informs; a decision requires reviewing your situation, your documents and the law in force.