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: a licence IV has real asset value and transfers with the goodwill, provided the licensed premises have not ceased to operate for more than five years (article L3333-1 of the Public Health Code), beyond which the licence lapses and can no longer be transferred;
• tangible elements: kitchen equipment, fittings, furniture, terrace.

Stock (food, cellar) is valued separately from the goodwill. Where the buyer is VAT-registered and continues the business, the sale is a transfer of a going concern: the VAT relief of article 257 bis of the CGI covers the whole operation, stock included, and no VAT is charged. 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 where the value of the transferred assets is €500,000 or less, and partially between €500,000 and €1,000,000, provided the business has been carried on for at least five years and the seller neither effectively manages the buying business nor holds more than 50% of its voting rights; real property is excluded from the regime. Article 151 septies grants relief based on turnover: a restaurant falls in the on-premises consumption band, so relief is full up to €250,000 of receipts and tapered from €250,000 to €350,000, subject to five years of activity, receipts being measured as the net-of-tax average of the two preceding calendar years. Article 151 septies B gives a 10% allowance per year of ownership beyond the fifth on the property share. Beware the anti-stacking rule: electing article 238 quindecies is exclusive of article 151 septies, so you must choose; article 151 septies B and the retirement relief of article 151 septies A do combine with either, in that order.

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 2031) may apply under conditions: an SME, the seller having continuously held a management role and at least 25% of the voting rights or of the rights to profits for the five years preceding the sale, and having ceased his duties and claimed his pension within two years of the sale. The allowance applies to income tax only: the 18.6% social levies remain due on the whole gain.

The goodwill vs shares choice is prepared months, even years ahead. It is a trade-off to work through in advance, on the figures of the specific case, with an accountant and a tax adviser.

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. These duties form part of the acquisition financing plan. Where the goodwill is located in a France ruralités revitalisation zone, the 2% State duty on the €23,000 to €107,000 band is reduced to 0%, subject to an undertaking to continue the business for at least five years (article 722 bis of the CGI) (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 that are not required to set up a works council (CSE) exercising the powers of the second paragraph of article L. 2312-1 of the Labour Code, employees must be informed of the sale project at the latest one month before it (article L141-23 of the Commercial Code, as amended by Act no. 2026-403 of 26 May 2026), so they can make an offer. Failing that, the seller's liability may be sought and, in those proceedings, the court may impose, at the public prosecutor's request, a civil fine capped at 0.5% of the sale price. Above that headcount threshold, the works council is informed and consulted instead (article L141-28). The duty does not apply to a sale to a spouse, ascendant or descendant, or in insolvency proceedings (article L141-27).

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 (the mandatory particulars of former article L141-1 were repealed by the Act of 19 July 2019), 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.