Selling a French business (fonds de commerce) in 2026: valuation, tax & procedure

This guide is written for expats and foreign founders by a French CPA, an English-speaking accountant in Paris, with practical focus on accounting in France, French corporate tax, business setup in France and French payroll.

Selling a French fonds de commerce is likely the most important transaction in an independent founder's life: it converts years of operation into capital. But it is also a complex operation, framed by 30 articles of the Commercial Code, subject to 5 different tax regimes and strict obligations (Hamon Act, registration duties, escrow, publicity). Poor preparation can cost 20% to 40% of the sale price.

This guide, by Samuel HAYOT, English-speaking French CPA in Paris 8th, gives you the valuation methods, legal timeline, optimised taxation and pitfalls to avoid to succeed your 2026 sale.

2026 typical case: a Parisian restaurant owner, 58, retreated EBITDA €180k, sells the business at €720k. Good preparation + 238 quindecies eligibility → full capital gains exemption, ~€140k in tax savings vs. an improvised sale.

Included in the sale#

Intangible (often 70-90% of value): clientele, lease right, trade name, signage, licences (alcohol, taxi…), patents, trademarks, administrative authorisations, phone lines, websites, key supplier contracts.

Tangible: operating equipment, furniture, tools, fixtures.

Excluded by default#

• Inventory: separate sale at fair value
• Trade receivables and payables: stay with seller
• Employment contracts: automatically transferred to buyer (article L1224-1 Labour Code)
• Real estate: separate or via SCI shares
• Tax/social debts: stay with seller
• Pending litigation: stays with seller

2.1 Turnover-based#

2.2 EBITDA-based (most robust)#

Apply a multiple to retreated EBITDA — normalising founder salary, isolating exceptional charges, restating SCI rents, neutralising non-economic perks.

2.3 Comparables#

Recent sales of similar businesses (Bpifrance database, notaries, brokers, BODACC).

See our complete valuation guide.

3.1 Article 238 quindecies CGI — SME exemption#

Conditions: individual business or partner of fiscally transparent company, ≥ 5 years activity, sale to a third party.

Exemption: full if value ≤ €500k, sliding to zero at €1M.

3.2 Article 151 septies CGI — turnover threshold exemption#

Conditions: ≥ 5 years activity, turnover excl. VAT < €250k (sales) or < €90k (services).

Exemption: full below thresholds, sliding to €350k/€126k.

3.3 Article 150-0 D ter — retiring director abatement (share sale)#

Conditions: sale of shares of an IS-taxed company, director retiring within 2 years, ≥ 1 year holding, ≥ 25% stake, SME size.

Benefit: fixed €500,000 abatement on capital gain, then 30% flat tax on the remainder.

Example: shares sold €800k, cost €100k → gain €700k. After €500k abatement → €200k taxable at 30% = €60k tax (vs €210k without abatement). Saving: €150k.

3.4 Outside exemption regimes#

• Individual business / partnership: gain at IR rate + 17.2% social charges
• IS company: 30% flat tax on share-sale gain (or progressive rate + duration abatement)

Article 719 CGI:

Example: €500k fonds = €20,310 in duties.

Strategy: for transactions > €500k, share sale (with strong asset & liability warranty) is often more tax-efficient than fonds sale (0.1% on SAS shares vs. up to 5% on fonds).

1. Hamon Act employee information — at least 2 months before sale, for companies < 250 employees.
2. Municipality pre-emption right — verify with town hall before signing.
3. Sale agreement (compromis) with usual suspensive conditions (financing, lease, authorisations).
4. Final deed — under private signature registered or notarial deed, with mandatory disclosures (turnover, results, lease).
5. Registration & publicity — registration within 30 days, legal notice within 15 days post-registration, BODACC by registry.
6. Price escrow — minimum 5 months (3 months for creditor opposition + 2 months for tax solidarity, art. 1684 CGI).
7. Escrow release — balance paid to seller after opposition purge.

Strongly recommended on a fonds sale (mandatory in practice on a share sale). Typical: 3-year duration, 30-50% price cap, 1-3% deductible. Covers existence/validity of assets, financial accuracy, hidden litigation, regulatory compliance.

See our due diligence guide.

1. Selling without 3-year accounts cleanup → 20-40% discount
2. Forgetting Hamon Act → civil fine + transaction slowdown
3. Wrong arbitrage between fonds vs share sale → €50-150k tax differential
4. No asset & liability warranty → post-sale litigation
5. Underestimating escrow — cash locked 5-9 months
6. Skipping retreatments in valuation
7. No CPA + lawyer support → litigation and tax risk

Well-prepared sales differ by tens or hundreds of thousands from improvised ones. A sale-skilled CPA provides:

• Pre-sale audit 12-24 months ahead to optimise displayed profitability
• Argued valuation with 3 methods
• Optimal arbitrage between fonds and share sale
• Tax optimisation (exemptions 238 quindecies / 151 septies / 150-0 D ter)
• Seller-side due diligence support
• Notary / lawyer / banker coordination
• Post-sale GAP follow-up for 3-5 years

Hayot Expertise offers a free pre-sale audit: costed modelling, optimised tax, tailored timeline. Book.

• Commercial code — articles L141-1 to L141-22
• BOFiP — Capital gains (238 quindecies)
• BOFiP — Registration duties (article 719 CGI)
• service-public.fr — Sell a fonds de commerce
• Legifrance — Hamon Act
• CGI — article 150-0 D ter
• Bpifrance — Sale & transfer

Considering a sale within 12-24 months? Request a free pre-sale audit — we identify the levers to maximise your net price after taxes.

See also: Business valuation | Due diligence | Dutreil pact