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

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. On the HCR side, the deal is best prepared with a restaurant accounting specialist who can restate EBITDA, secure multi-rate VAT and value the licence.

Selling a fonds de commerce runs through four phases: valuation (sector scale crossed with restated EBITDA), negotiation (LOI, due diligence, warranties), deed and formalities (Hamon-law employee information, registration, BODACC publication), then price escrow (funds blocked for 3 to 5 months in practice, covering the creditors' 10-day opposition period, article L. 141-14 of the Commercial Code, and the buyer's tax solidarity, article 1684 CGI). Allow 6 to 9 months in total; the seller's tax can be wiped out by the 238 quindecies or 151 septies regimes if the file is prepared in advance.

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: not among the excluded items, they are transferred automatically to the buyer (article L. 1224-1 of the 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: seller a business subject to income tax (IR), a partner in a partnership or, subject to conditions, a company subject to corporate tax (IS); ≥ 5 years activity; on a sale, the seller must neither manage the buying business nor hold more than 50% of its voting or profit rights.

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 the capital gain, for sales carried out from 1 January 2018 to 31 December 2031.

The trap that breaks every quick calculation. The fixed abatement applies to income tax only. The French tax administration is explicit: social contributions remain due on the net gain before the abatement. So you do not apply 31.4 % to the balance after abatement: you apply 12.8 % to the balance after abatement, and 18.6 % to the whole gain.

Example: shares sold €800k, cost €100k, so a gain of €700k.

Without the abatement, the same gain would bear 700,000 x 31.4 % = €219,800. The real saving is therefore €64,000, that is 500,000 x 12.8 %, not the six-figure saving often quoted. The exceptional contribution on high incomes may be added on top.

3.4 Outside exemption regimes

• Individual business / partnership: a short-term gain is included in the profit taxed at the progressive income tax scale; a long-term gain is taxed at 12.8 % (Article 39 quindecies CGI), plus 18.6 % social contributions
• IS company: 31.4 % flat tax on the share-sale gain (12.8 % income tax + 18.6 % social contributions), or the progressive rate on election

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 : no later than 1 month before the sale in companies with fewer than 50 employees; above that, the works council is informed and consulted (Act no. 2026-403, sales concluded since 26 July 2026).
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. Note that the statutory list of mandatory disclosures (article L. 141-1 of the Commercial Code) was repealed by law no. 2019-744 of 19 July 2019 for deeds signed from 21 July 2019: turnover, results and lease details are still set out in practice, now under the general pre-contractual information duty of article 1112-1 of the Civil Code rather than on pain of nullity.
5. Registration & publicity : registration within 30 days, legal notice within 15 days of signing (after registration for a private deed), BODACC by registry.
6. Price escrow : in practice 3 to 5 months (10 days for creditor opposition after BODACC publication, art. L. 141-14 of the Commercial Code + 90 days of tax solidarity, reduced to 30 days subject to conditions, 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 the Hamon Act employee information: no longer nullity of the sale since the law of 6 August 2015, but a civil fine capped at 0.5 % of the sale amount (article L. 141-23 of the Commercial Code), plus a slower transaction
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 3 to 5 months in practice
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.

The escrow stage is the part of a French fonds de commerce sale that foreign founders most often misread, because it directly affects when the seller actually receives the money. The sale price is not paid straight into the seller's account at signing. It is held in escrow by the notary or a contractual escrow agent for three to five months in practice, and understanding why is essential to planning your cash flow.

The escrow covers two distinct waiting periods that run for different legal reasons. The first exists to clear creditor oppositions: once the sale has been published, creditors of the seller have 10 days (article L. 141-14 of the Commercial Code) to object and stake a claim on the proceeds so that they are not left empty-handed by a seller who sells the business and walks away. This 10-day period runs from the last publication, so any delay in registration or the legal notice pushes the whole timetable back. The second covers the tax solidarity rule under article 1684 CGI, which makes the buyer jointly liable for certain taxes owed by the seller for 90 days from the filing of the seller's profit tax return, reduced to 30 days subject to conditions. Holding the funds protects the buyer from inheriting a tax bill that should have been the seller's.

Only after these periods have run, and once oppositions and any tax disputes have been cleared, does the notary release the balance to the seller. The practical consequence is blunt: a seller should expect the cash to be locked for three to five months in practice and should never sign commitments, such as a property purchase or a new venture, that assume immediate access to the proceeds. Treating the escrow as a formality is one of the most common and most costly planning errors we see.

For larger deals, the single decision that changes the net outcome the most is whether to sell the fonds de commerce itself or the shares of the company that owns it. The two routes are taxed on completely different bases, and the gap can run into tens of thousands of euros.

On the buyer's side, registration duties on a fonds sale follow article 719 CGI and reach up to 5% on the portion above 200,000 euros. A share sale is far lighter: 0.1% on SAS shares, and 3% beyond 23,000 euros on SARL shares, which is frequently five to ten times cheaper. On the seller's side, the available exemptions differ too, because the retiring-director abatement under article 150-0 D ter applies to a share sale of an IS-taxed company, not to a fonds sale.

For operations above 500,000 euros, a share sale backed by a solid asset and liability warranty is therefore often the more efficient structure. The catch is that this route only exists if the activity has already been organised inside an IS-taxed company well before the sale. This is precisely why we recommend a pre-sale audit twelve to twenty-four months ahead: the optimal legal form is decided long before a buyer is even at the table.

On a fonds de commerce sale the asset and liability warranty is not legally required, unlike on a share sale where it is effectively standard practice, but it remains strongly advisable. It is the buyer's main protection against unpleasant surprises that surface after completion.

A typical warranty runs for three years, with a cap set at 30% to 50% of the price and a deductible of 1% to 3%. It covers the existence and validity of the transferred items, such as clientele and key contracts, the accuracy of the financial information provided, the absence of hidden litigation, and regulatory compliance. For the seller, negotiating the duration, cap and deductible is as important as negotiating the headline price, because a poorly framed warranty can claw back a meaningful share of the proceeds after the deal is signed.

See also: Business valuation | Due diligence | Dutreil pact