Transfer of securities: taxation, steps and vigilance

Updated April 6, 2026 - The transfer of securities remains one of the most common methods of selling a company. It allows shares or partnership interests to be transferred directly — not just the operating assets. In 2026, the real question is not simply "at what price should I sell?" but "how do I sell cleanly, with what level of risk, and with what net tax outcome?"

The short answer is straightforward: a share transfer must be prepared before signing, not after.

In a share transfer, the seller conveys:

• shares (actions) in a joint-stock company;
• or partnership interests (parts sociales) in an LLC or similar;
• together with everything the company already holds: assets, liabilities, contracts, history, potential disputes, and latent risks.

This distinction is essential. When you sell the business fund, you are primarily selling the operating tool. When you transfer the securities, you also hand over the complete legal shell. That is operationally simpler in some ways, but it demands far greater vigilance on the liability side.

For further context, see Business for Sale Due to Retirement, Tax Exemptions on Capital Gains and Choosing the Right Transfer Method.

As a default rule, capital gains on the sale of securities are subject to the flat-rate withholding tax (PFU) of 30%. The seller can also, in certain circumstances, opt for the progressive income tax scale if that is more advantageous.

Depending on the situation, other régimes may apply or combine:

• abatement or preferential treatment based on the date the securities were acquired;
• specific rules for executives retiring from the business;
• différent treatment depending on whether shares or partnership interests are being transferred;
• registration formalities that vary according to the deed.

The key point is that tax does not apply to the gross price. It applies to the net amount after tax, costs, guarantees, and any price adjustments. In the files we review, the unpleasant surprise most often comes from the gap between the "stated price" and the "amount actually kept."

A serious share transfer rarely happens in a single signature session.

1. Prepare the Letter of Intent or Protocol#

Before the deed, the scope, valuation, timeline, and conditions précédent must be defined. This is often where the quality of the transaction is determined.

2. Conduct an Acquisition Audit#

The buyer wants to understand the accounts, contracts, disputes, debts, commercial concentration risks, and employment situation. The cleaner the file, the faster the negotiation.

3. Draft the Transfer Deed#

The deed must cover the securities being transferred, the price, guarantees, any price adjustment or earn-out clauses, and payment terms.

4. Register and Declare#

Registration formalities must not be treated lightly. For transfers of shares not evidenced by a deed, the déclaration must be filed within 1 month using the form 2759 via the professional online portal. For partnership interests, the specific régime and the relevant registration service must be verified.

5. Complete Corporate Formalities#

A share transfer is not only a tax event. It also affects governance, existing shareholders' agreements, any approval rights (agrément), and the composition of the share capital.

In practice, transferring shares (actions) and transferring partnership interests (parts sociales) do not follow the same process. Shares are generally easier to transfer, while partnership interests more often involve approval clauses and more tightly regulated procedures. This difference affects the speed of the transaction and also the negotiation with other shareholders or partners.

If the company already has a shareholders' agreement in place, it must be reviewed before price discussions begin. These clauses often contain pre-emption rights, information obligations, or exit conditions that can slow the deal significantly.

The best negotiation is not the one that promises the highest price on paper. It is the one that secures the payment, the timeline, and each party's liability. When an earn-out is included, it must be linked to measurable criteria. When a guarantee is requested, its cap, duration, and scope must be verified.

In the transactions we accompany, a good deal typically rests on three clear lines: a transparent base price, reasonable guarantees, and a realistic payment schedule. This allows the sale to close without turning the signing into a source of future disputes.

A share transfer does not depend solely on valuation. It depends on the level of legal security you leave behind.

Liability guarantees (garanties de passif) or balance sheet guarantees allow the parties to address risks that were not visible at the time of signing. They are not stylistic details. They serve to rebalance the deal if a historical liability surfaces after the sale.

In practice, we always examine three things:

• the reliability of the référence accounts;
• known or disputed risks;
• whether the guarantee clauses are genuinely negotiable.

• confusing the transfer price with the net amount after tax;
• selling the securities without first clearing identified liability issues;
• underestimating the importance of carefully drafted guarantees;
• forgetting the déclaration and registration requirements;
• signing too quickly because the buyer appears "urgent."

Hayot Expertise Advice: in a share transfer, taxation cannot be corrected at the end of the file. It must be worked into the price, the guarantees, and the timeline from the very beginning.

A SME owner selling to an external buyer as they approach retirement does not face the same issues as a startup founder selling part of their shareholding after a fundraising round.

In the first case, the central question is often the net value and the security of the guarantees. In the second, the focus is more on residual governance, dilution, and the rights attached to the shares retained.

A further fréquent scenario involves a gradual transfer to an employee or family member. Structuring the deal in tranches can be sensible, but it requires a very clear timeline and clauses to prevent misunderstandings.

1. verify the exact nature of the securities being transferred;
2. calculate the seller's net tax outcome;
3. list all known liabilities;
4. define the guarantees and their cap;
5. plan for the registration, déclaration, and governance formalities;
6. review shareholders' agreements and any approval clauses.

These checks alone frequently prevent weeks of renegotiation.

We help you review the transfer method, estimate the net tax outcome, and coordinate the legal and accounting documentation before signing.

Quick link: Secure your share transfer

In 2026, the transfer of securities remains a powerful tool for selling a company. But it demands a careful reading of net value, the risks assumed by the buyer, and the real tax effects. A good transfer is not just a transfer at the right price — it is a clean, transparent, and defensible transfer.

(Official sources: Service-Public.fr — capital gains on securities, Entreprendre.Service-Public.fr — transfer of shares to a third party, form 2759-SD)