Business Transfer Accountant for Sale, Succession or Handover

Selling or taking over a business is a one-off operation, triggered by a life event (retirement, sale to a third party, gift to children, employee buyout), and it concentrates most of the wealth an owner has built over a lifetime. Capital gains tax, the choice between an asset sale and a share sale, the Dutreil pact or the contribution-then-sale scheme are often decided within a few weeks, and a sequencing or structuring mistake is expensive and rarely reversible. Our firm, based in Paris 8e and working remotely with business owners across France, acts as the transfer-side accountant: we secure the structure, compute the seller's real tax bill and coordinate the lawyer, the notary and the bank.

According to the Bpifrance Le Lab study published in November 2025 with CCI France, CMA France and the C.R.A, 40% of French companies with at least one employee plan to transfer their business within five years, a potential of about 370,000 companies to be transferred by 2030; at the current pace of transactions, only 130,000 of them actually would be. Preparation makes the difference, and the gap in net proceeds between a prepared transfer and an improvised one is often measured in tens of thousands of euros.

A business transfer accountant organises and secures the handover of your company: arbitration between selling the business assets (fonds de commerce) and selling the shares, computation of the capital gain and the tax due, and use of the preferential regimes (Dutreil pact, 500,000 EUR allowance for a retiring director, contribution-then-sale, 238 quindecies and 151 septies exemptions). The goal: reduce tax risk and protect the net proceeds. At Hayot Expertise, a written valuation opinion starts at 800 EUR before VAT and a written structuring study at 900 EUR; full transaction support is quoted case by case after a free first call.

A transfer involves several professionals, and confusing their roles is a classic source of delay and extra cost. The accountant is the only player present from the first diagnostic to the post-sale stage: preparing the accounts for buyer scrutiny, quantifying value and tax, arbitrating the structure and coordinating the tax calendar.

Our reading: these players must be involved in the right order. The tax computation must come before the letter of intent: once price and structure are locked in the letter of intent, most of the room for optimisation closes.

A well-run transfer follows a retro-planning that starts long before the business is put up for sale. The timings below reflect what we observe on SME transactions.

1. 3 to 5 years before: make the company transferable. Clean up the accounts, isolate non-recurring items, separate real estate from operations if needed, reduce dependence on the owner, document the contracts.
2. 18 to 24 months before: quantify and structure. Valuation, simulation of the seller's tax, choice of preferential regime, creation of a holding company where relevant (a contribution-then-sale must precede any commitment to sell).
3. 12 months before: find the counterparty. Sale mandate, information memorandum, buyer search or organisation of the family or employee transfer.
4. 4 to 6 months before: negotiate and audit. Letter of intent, buyer due diligence, sale agreement, representations and warranties, conditions precedent.
5. Closing and beyond. Final deed, escrow where applicable, capital gains filings, reinvestment or wealth structuring of the proceeds.

One legal milestone is often missed: prior employee notification. For sales concluded from 26 July 2026 (law no. 2026-403 of 26 May 2026 on economic simplification), companies without an extended-powers works council (in practice, fewer than 50 employees) must inform their employees at the latest one month before the sale of the business or of a majority stake, so they can submit an offer; failure exposes the seller to a civil fine of up to 0.5% of the sale price. Many pages online still quote the former two-month notice: it only applies to sales concluded before that date. This milestone belongs in the retro-planning, not in the closing week.

Valuation determines what the company is worth using asset-based, market-comparable or cash-flow methods: it is carried out upstream, independently of any transaction, and belongs to our business valuation page. The transfer assignment organises and tax-optimises the handover of that value once the operation is decided. On this page, the angle is legal and tax-driven: exemption regimes, registration duties, structuring the takeover.

This is the first decision, and it conditions everything else. Selling the fonds de commerce means selling the operating assets (clientele, trade name, lease rights, equipment) while the company and its liabilities stay with the seller. Selling the shares means selling the company itself, assets and liabilities included.

Our reading: the buyer often prefers the assets (avoiding liabilities and tax history), while the seller often prefers the shares (capital gains taxation on securities, access to the Dutreil pact and allowances). The cost gap shows first in the registration duties paid by the buyer.

The minimum duty on an asset sale is 25 EUR, and share transfers in companies whose assets are mainly real estate are taxed at 5%. The legal form (SARL versus SAS) therefore changes the buyer's acquisition cost significantly: this point is dealt with before the price is even set. In both cases, current employment contracts transfer automatically to the buyer (Labour Code, article L. 1224-1): the payroll taken over is part of the equation, not of the negotiation.

For an individual director selling company shares, the capital gain is in principle subject to the 31.4% flat tax (12.8% income tax and 18.6% social levies since the 2026 social security financing law), with an option for the progressive income tax scale. The preferential regimes then apply on that basis, reducing or deferring the tax.

The underestimated risk: most allowances only reduce the income tax portion of the gain. The 18.6% social levies remain due on the full gain, even when income tax is brought down to zero. Net proceeds must be computed before negotiating the price.

The Dutreil pact (French tax code, article 787 B) grants, on a transfer by gift or inheritance, a 75% exemption on the value of the shares: gift and inheritance tax is computed on only 25% of the value. It is the central tool of family business transfers.

The mechanism rests on two holding commitments. The collective commitment runs for at least 2 years and must cover at least 17% of financial rights and 34% of voting rights for an unlisted company (10% and 20% if listed). An individual commitment follows.

Points to watch in 2026 (law no. 2026-103 of 19 February 2026, the 2026 finance law, published in the Journal officiel on 20 February 2026):

• The individual holding commitment increases from 4 to 6 years, bringing the total minimum holding period to 8 years (2 years collective plus 6 years individual) for transfers made on or after 21 February 2026.
• The 75% exemption no longer applies to the fraction of the share value representing assets not exclusively used in the business activity: passenger cars, yachts, aircraft, dwellings and residences, works of art, jewellery and precious metals in particular.

Our reading: these two changes mean the old durations must never be reused, and the gross company value must never be taken at face value. A balance sheet loaded with non-operating assets (residential property not used in the business, passenger car) must be analysed line by line before the gift, because the non-business fraction becomes taxable again.

The pact combines with the other family transfer tools: the 100,000 EUR allowance per parent and per child (renewable every 15 years), the donation-partage which freezes values at the date of the gift and prevents inheritance disputes, and the 50% duty reduction of article 790 of the tax code when the Dutreil gift of shares is made in full ownership by a donor under 70. Stacked correctly, these mechanisms allow a family SME to be transferred at a very low effective tax cost; sequenced badly, each one can be lost.

An SME director selling shares to retire can claim a fixed 500,000 EUR allowance on the capital gain (tax code article 150-0 D ter). The scheme was extended by the 2025 finance law: it applies to sales completed by 31 December 2031.

Main conditions: the company is an SME subject to corporate income tax, the activity has been carried on for at least 5 years, and the director ceases their functions and actually retires within 2 years before or after the sale. The allowance only reduces income tax (or the flat-tax base); the 18.6% social levies remain due on the entire gain.

Sole traders have an equivalent regime: article 151 septies A of the tax code exempts from income tax the professional capital gain made on the sale of a sole proprietorship (or of all the units held in a partnership) upon retirement, under similar conditions; here too, social levies remain due.

In practice, the 2-year window is the most frequent trap. Pension liquidation and cessation of duties must dovetail with the sale within the legal window: we build a dated retro-planning from the start of the assignment.

The contribution-then-sale scheme (tax code article 150-0 B ter) consists of contributing your shares to a holding company you control before selling them: the contribution gain is placed in tax deferral. If the holding sells the contributed shares shortly afterwards, the deferral only survives if part of the proceeds is reinvested in an economic activity.

Point to watch in 2026: for sales of contributed shares made on or after 21 February 2026, the reinvestment quota rises to at least 70% of the sale proceeds, within 3 years (versus 60% and 2 years previously). The reinvested assets must then be held for 5 years.

For sole proprietorships and certain business transfers, two regimes coexist, both subject to the activity having been carried on for at least 5 years.

• Tax code article 238 quindecies, based on the value transferred: full exemption if the value of the assets transferred is 500,000 EUR or less; tapering exemption between 500,000 and 1,000,000 EUR; no exemption above 1,000,000 EUR.
• Tax code article 151 septies, based on revenue: full exemption if annual revenue is 250,000 EUR or less (goods and accommodation) or 90,000 EUR (services and non-commercial profits); tapering exemption up to 350,000 EUR (goods) or 126,000 EUR (services).

Arbitration: the two regimes do not stack freely and do not target the same base (value transferred versus revenue). The right choice depends on the structure of the activity and the size of the gain. We simulate both before signing.

An internal takeover is often the smoothest transfer: the buyer knows the company, the clients and the teams. It benefits from specific schemes that remain underused.

• Sale to employees: article 732 ter of the tax code grants a 500,000 EUR allowance on the registration duty base when the buyer is an employee on a permanent full-time contract for at least 2 years (or an apprentice), who carries on the business for 5 years with effective management.
• Gift to employees: article 790 A provides the same 500,000 EUR allowance for a transfer free of charge, under comparable conditions.
• SCOP: a takeover through a workers' cooperative requires employee members to hold at least 51% of the capital and 65% of the voting rights; the SCOP d'amorçage allows up to 7 years to reach that majority with a transitional outside investor.

Beware of a widespread documentation trap: the tax credit for employee buyouts through a holding company (article 220 nonies) has been extinct since 31 December 2022 and is still presented as active on many websites. We price every internal takeover scenario with the rules in force.

The buyer has three workstreams, and the accountant contributes to each.

Audit. Acquisition due diligence screens the target's accounts: revenue quality, EBITDA restatement, normative working capital, latent liabilities (tax, social, environmental). It is the foundation of the price and the warranties.

Protect. Representations and warranties protect the buyer against liabilities born before the sale and revealed after it; their cap, duration and threshold are negotiated with accounting support. Upstream, the letter of intent frames the negotiation: its drafting engages the parties' liability if talks are broken off wrongfully (Civil Code, article 1112).

Finance. The classic structure combines personal contribution, bank debt carried by a buyout holding and, increasingly, vendor financing in which the seller spreads part of the price. A seller granting vendor financing can, under conditions (small company with fewer than 50 employees and under 10 million EUR of revenue or balance sheet total, majority sale), spread the payment of the tax on their gain until 31 December of the fifth year after the sale (tax code article 1681 F): the tax is still assessed in the year of the sale, only its payment is spread. An earn-out clause indexing part of the price on future results can complete the package; its taxation is dealt with at the sale agreement stage.

On the buyer side, the acquisition often goes through a buyout holding that borrows to acquire the target (LBO structure) and repays the debt with upstreamed dividends, usually under the parent-subsidiary regime or tax consolidation. Structuring the holding, sizing the acquisition debt and handling the tax treatment of interest belong to our holding taxation page.

When the takeover involves contributions in kind to the holding's capital, a contribution auditor (commissaire aux apports) may be required: Samuel Hayot, a statutory auditor registered on the list drawn up by the H2A, performs this regulated assignment (see our contribution auditor page). If the firm already keeps your accounts, the file is referred to an independent statutory-auditor colleague.

Unit assignments have a displayed price; full transaction support, which depends on the size and complexity of the deal, is quoted in writing after a free first call.

Deliverables are detailed on our studies and opinions and contribution audit pages.

Hayot Expertise is a Paris accounting firm (58 rue de Monceau, Paris 8e) registered with the Ordre des experts-comptables d'Île-de-France; its founder, Samuel Hayot, is also a statutory auditor (commissaire aux comptes) registered on the list drawn up by the Haute autorité de l'audit (H2A) and a member of the Compagnie régionale des commissaires aux comptes de Paris, which allows the regulated assignments linked to transfers (contribution audit, transformation audit) to be conducted in-house. Our recent work in this field includes valuation reports and written opinions delivered to selling directors, a contribution audit and the structuring of an owner buy-out (OBO). The firm works fully digitally: transfer files are handled in Paris and across France alike.

Our transfer support is a per-transaction assignment with a strong advisory component. Concretely:

• a quantified arbitration note, assets versus shares, with the impact on registration duties and the seller's net proceeds;
• the capital gain computation and the simulation of the applicable regimes (Dutreil, 150-0 D ter, 150-0 B ter, 238 quindecies, 151 septies);
• a dated retro-planning of the statutory windows (2-year retirement window, Dutreil commitments, contribution-then-sale reinvestment, employee notification);
• coordination with the drafting lawyer, the notary and the bank, and articulation with the buyout holding structuring;
• depending on the sector (real estate, property dealers), the link with our real estate taxation expertise.

This page informs and gives reference points; it does not replace an analysis of your situation, your documents and the law applicable on the day of the transaction. As the Dutreil and contribution-then-sale parameters changed on 21 February 2026, every structure must be checked against the latest version of the law.

Updated on 10 August 2026, reviewed by a chartered accountant registered with the Ordre des experts-comptables d'Île-de-France. To frame your transfer, let's talk about your situation and your calendar.