Selling a restaurant in France in 2026: valuation, tax and steps (business goodwill)

Selling a restaurant is not a goodwill sale like any other. The leasehold, the alcohol licence, the kitchen equipment, the cellar, staff under the HCR collective agreement and the location create specifics that the general regime ignores. This guide focuses on those HCR features; for the general mechanics (deed, escrow, formalities), see our general business-goodwill sale guide.

A restaurant's goodwill brings together:

• intangible elements: clientele and footfall, the name and sign, the leasehold (often the most valuable asset in Paris), and the alcohol licence — the licence IV has real asset value and is transferable;
• tangible elements: kitchen equipment, fittings, furniture, terrace.

Stock (food, cellar) is valued separately, usually with VAT. If you own the walls, their sale is a separate property deal to weigh up (sell, or keep the walls and lease to the buyer).

No method alone is enough. They are combined to build a defensible range:

1. Percentage of revenue: for a restaurant, the common order of magnitude is around 30 to 60% of annual gross revenue (incl. VAT), adjusted for location, equipment condition and profitability (indicative figures, to compare with professional scales).
2. Restated EBITDA multiple: often 1.5 to 5 times EBITDA, after normalising the owner's pay (an underpaid owner artificially inflates EBITDA).
3. Comparable method: recent transactions on similar venues (location, format, average ticket).

Our business valuation guide details these scales. The key point: a profitable restaurant that depends on the chef's presence or a fragile location is valued cautiously.

The regime depends on your structure.

Sole trader or income-tax company. Article 238 quindecies fully exempts the sale gain if the value of the transferred elements is below €500,000, and partially between €500,000 and €1,000,000. Article 151 septies provides relief based on revenue, and article 151 septies B an allowance on the property portion. These can combine under conditions.

Corporate-tax company. Two very different routes:

• sell the goodwill: the company books a gain taxed at corporate tax, then distributing the proceeds to the owner bears dividend taxation;
• sell the shares: the owner's gain falls under the flat tax at 31.4%. For an owner retiring, the €500,000 fixed allowance of article 150-0 D ter (extended to 31 December 2031) may apply under conditions.

The goodwill vs shares choice is prepared months, even years ahead. This is where a restaurant-specialist accountant and a tax adviser change the net outcome.

On the goodwill sale, the buyer pays registration duties (article 719 of the CGI) on a banded scale: 0% up to €23,000, 3% from €23,000 to €200,000, 5% above €200,000. They form part of the acquisition financing plan (see our article on taking over a restaurant goodwill).

In catering, staff follow the goodwill. Article L1224-1 of the Labour Code automatically transfers existing employment contracts to the buyer, with seniority and acquired rights. The buyer therefore takes over payroll under the HCR collective agreement (IDCC 1979), the benefits (meal benefit, steps) and any social liabilities.

In companies with fewer than 250 employees, the prior information of employees (Hamon law) requires informing them of the sale project at least 2 months ahead, so they can make an offer. Failing that, the seller's civil liability may be engaged (damages capped at 2% of the sale price).

The leasehold transfers under the commercial-lease clauses (landlord approval, joint-guarantee clause) — see our dedicated article on the commercial lease, key money and leasehold. The alcohol licence undergoes a transfer (declaration to the town hall / prefecture). The buyer, in turn, must hold the operating permit.

On general formalities — sale deed with mandatory particulars (L141-1), registration, publication (legal-notices journal and BODACC), escrow of the price during the creditors' objection and tax-solidarity period — the procedure is common to any goodwill sale: it is detailed in our general guide.

A sale is prepared 12 to 24 months ahead: normalise the owner's pay, clean the balance sheet, secure compliance (NF525 till, HCR payroll, VAT), document profitability by channel, and decide goodwill vs shares. A clear information pack, reliable figures and flawless compliance reassure the buyer and support the price.

Considering selling your venue? Let's prepare the sale together — valuation, tax structuring and presentation of the numbers.