French accounting support for selling or transferring a business: valuation, due-diligence readiness, Dutreil planning, contribution-to-holding and sale-structure decisions.
Before any transfer, have the asset-versus-share arbitration and the real capital gains tax quantified. The Dutreil, 150-0 D ter, 150-0 B ter, 238 quindecies and 151 septies regimes reduce or defer tax under strict timing conditions. The Dutreil and contribution-then-sale parameters changed on 21 February 2026: a structure dated to the latest version of the texts is essential. Valuation opinions from 800 EUR before VAT; full support quoted case by case.
| Topic | Generalist firm | Hayot Expertise (specialist) |
|---|---|---|
| 2026 Dutreil parameters | Risk of old durations (4 years) | 8-year total commitment from 21/02/2026 |
| Non-business assets | Gross share value | Line-by-line analysis, non-business share excluded |
| Asset / share arbitration | Summary advice | Quantified note on duties and net proceeds |
| Contribution-then-sale | Outdated 60 % / 2-year quota | 70 % within 3 years since 2026 |
| Retirement 2-year window | Limited follow-up | Dated reverse schedule of conditions |
| Employee notification | Outdated 2-month notice | 1 month since 27/07/2026 (law 2026-403) |
| Buyout holding coordination | Not integrated | Aligned with holding taxation |
Selling or taking over a business is not routine accounting work: it 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.
The market is anything but marginal: 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.
| Player | Role in the transfer | When |
|---|---|---|
| Accountant | Diagnostic, valuation, asset-vs-share arbitration, capital gains tax, data room, coordination | From 3 years before the sale to post-closing |
| Lawyer | Drafting: letter of intent, sale agreement, representations and warranties, shareholder pacts | From letter of intent to closing |
| Notary | Gifts, family settlements (donation-partage), Dutreil planning, real estate | Family transfers and property |
| Banker and broker | Buyer financing, acquisition debt, guarantees | Financial structuring of the takeover |
| CCI, CMA, C.R.A | Matching sellers and buyers, listing platforms | Finding the counterparty |
Our reading: the point is not to choose between these players but to bring them in, in the right order. The tax computation must come before the letter of intent, not after: once price and structure are locked in the letter of intent, most optimisation levers close.
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.
One legal milestone is often missed: prior employee notification. For sales concluded from 27 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.
Two complementary but different assignments must be distinguished. 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. Valuation prices the business; the transfer structures the handover. 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.
| Criterion | Asset sale (fonds de commerce) | Share sale |
|---|---|---|
| What is transferred | Operating assets only | Company with assets and liabilities |
| Registration duties | 0% up to 23,000 EUR, 3% from 23,000 to 200,000 EUR, 5% above | SARL shares: 3% after a prorated 23,000 EUR allowance. SAS/SA shares: 0.1% |
| Liabilities and warranties | Stay with the seller | Transferred, hence representations and warranties |
| Seller's preferential regimes | 238 quindecies, 151 septies | Dutreil, 500,000 EUR retirement allowance, contribution-then-sale |
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, not after.
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):
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 (unallocated property, excess cash) 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. Here again, the old parameters must no longer be used as a reference.
For sole proprietorships and certain business transfers, two regimes coexist, both subject to the activity having been carried on for at least 5 years.
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 dedicated schemes that remain underused.
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, not yesterday's schemes.
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 dedicated holding taxation page.
When the takeover involves contributions in kind to the holding's capital, a contribution auditor (commissaire aux apports) may be required: our firm, registered with the auditors' professional body, performs this regulated assignment (see our contribution auditor page).
Fee transparency is part of the method. 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.
| Assignment | Fees |
|---|---|
| Written valuation opinion (documented range) | From 800 EUR before VAT |
| Written structuring study (Dutreil, contribution-then-sale, assets versus shares) | From 900 EUR before VAT |
| Full pre-transfer diagnostic | From 1,400 EUR before VAT |
| Contribution audit (regulated assignment) | From 1,500 EUR before VAT |
| Full support for the sale or the takeover | Quoted case by case |
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 registered with the Paris regional company of auditors, 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:
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.
75 % of share value exempt, duties on 25 %
Total commitment 8 years since 21/02/2026
Fixed allowance on the gain (Tax Code 150-0 D ter)
500,000 EUR, extended to 31/12/2031
Reinvestment quota of sale proceeds
70 % within 3 years since 21/02/2026
Based on the value of transferred items
Full up to 500,000, tapered to 1,000,000 EUR
Flat tax = 12.8 % income tax + 18.6 % social levies (2026 financing law)
31.4 % or option for the IR scale
Sale of SAS / SA shares
0.1 % (SARL units: 3 % after allowance)
Business transfers combine valuation, legal structuring, seller tax planning, document readiness and financial negotiation. The level of preparation has a direct effect on price, timetable and post-sale risk.
Remove non-recurring expenses, document margins and clarify sustainable profitability before discussing price.
Prepare the key contracts, cash/debt logic and working-capital profile so due diligence contains fewer grey zones.
Study holding-company options, contribution-to-holding, Dutreil, retirement relief and real-estate separation well before launch.
Organize financial, legal, tax, payroll and commercial documentation in a coherent structure that supports the transaction.
Wherever you are in France, we deploy a 100% digital interface to deliver fast, highly-structured accounting and financial steering.
Samuel Hayot is a French chartered accountant and statutory auditor registered with the Paris professional bodies.
The firm is based in Paris 8 and operates with a delivery model designed for businesses located across France.
Pennylane, Dext, Silae and an automation-first setup built for visibility and speed.
Visible phone number, simple contact path, fast engagement letter and tighter qualification of the mandate.
30 complimentary minutes with Samuel Hayot to challenge your reporting and surface your priority levers.
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A well-prepared transfer typically requires 18 to 36 months. This period lets you clean up the accounts, optimise taxation, restructure contracts, document processes, prepare a complete data room, and maximise valuation. Rushed sales are often negotiated at a marked discount versus what full preparation would have allowed.
Valuation combines several methods: EBITDA multiple (4 to 10 depending on sector), revenue multiple, patrimonial method (revalued net assets), DCF (discounted future cash flows), and market comparables. A specialist chartered accountant produces an independent valuation report cross-referencing these approaches to support the price negotiation with potential buyers.
The Dutreil pact provides a 75% exemption on transfer duties for a family business transmission, subject to a 2-year collective holding commitment, an individual holding commitment extended from 4 to 6 years for transfers made on or after 21 February 2026 (2026 finance law), and the holding of a management function. Tax savings can reach several hundred thousand euros on large structures. It applies both to gifts and to successions.
Apport-cession lets the executive contribute their shares to a holding company set up beforehand, then sell the business. The capital gain is then deferred for tax purposes (report d'imposition). If the holding sells the contributed shares within three years of the contribution, it must reinvest a share of the proceeds in an eligible economic activity: at least 70% within three years, with the reinvested assets held for five years, for disposals carried out on or after 21 February 2026 (Law no. 2026-103 of 19 February 2026), against 60% within two years previously. This mechanism defers taxation and facilitates wealth reallocation.
The capital gain is subject to the PFU flat tax of 31.4% (12.8% income tax + 18.6% social levies since LFSS 2026). The pre-2018 holding-period allowance remains applicable on option for shares acquired before 2018: 50-85% depending on duration. Retirement-departure schemes, the €500,000 fixed allowance, or the Dutreil pact can be added.
Share sale (cession de titres) transfers the entire company with its history, contracts, and liabilities. Goodwill sale (cession de fonds) transfers only intangible and tangible elements, without liabilities or past history. Share sale is often preferred by the seller, goodwill sale by the buyer for legal-security reasons.
A structured data room gathers legal documents (articles, minutes, contracts), financial (balance sheets, situations, forecasts), tax (returns, audits), social (employment contracts, BDESE), commercial (top clients, suppliers), and operational (ERP, intellectual property). It must be exhaustive, organised, and accessible via a secure virtual data room platform.
The chartered accountant pilots the valuation, prepares the data room, optimises taxation, supports financial negotiations, coordinates lawyers and bankers, secures asset and liability guarantees, and advises on post-sale reinvestment. Early intervention (24 to 36 months before the sale) maximises the net price retained by the seller.
At Hayot Expertise, unit assignments have a displayed price: written valuation opinion from €800 before VAT, written structuring study (Dutreil, contribution-then-sale, assets versus shares) from €900, full pre-transfer diagnostic from €1,400, contribution audit from €1,500. Full support for a sale or takeover depends on the size and complexity of the deal and is quoted in writing after a free first call.
The asset and liability warranty protects the buyer of shares against liabilities born before the sale and revealed afterwards (tax reassessment, employment dispute, doubtful receivable). Its cap, duration and threshold are negotiated in the sale agreement; the accounting quantification of risks identified in due diligence underpins that negotiation. On the seller side, a well-calibrated warranty avoids locking an excessive share of the price in escrow.
With vendor financing, the seller grants the buyer a deferred payment on part of the price. Under conditions (small company with fewer than 50 employees and under €10M of revenue or balance sheet total, sale of a sole proprietorship or of a majority stake), article 1681 F of the French tax code lets the seller spread the payment of the tax on the capital gain until 31 December of the fifth year after the sale. The tax is still assessed in full in the year of the sale: only its payment is spread.
Yes. For a sale to an employee on a permanent full-time contract for at least 2 years (or an apprentice) who carries on the business for 5 years, article 732 ter of the tax code grants a €500,000 allowance on the registration duty base. For a gift to employees, article 790 A provides the same €500,000 allowance. A workers' cooperative (SCOP) takeover is another route (employees holding at least 51% of capital and 65% of voting rights). Note: the tax credit for employee buyouts through a holding company (article 220 nonies) has been extinct since the end of 2022, even though many websites still present it as active.
Yes, in companies without an extended-powers works council (in practice, fewer than 50 employees): for sales concluded from 27 July 2026, law no. 2026-403 of 26 May 2026 requires informing each employee 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. For sales concluded before that date, the former two-month notice applied.
They transfer automatically to the buyer (article L. 1224-1 of the French Labour Code), whether the sale covers the business assets or the shares. The buyer takes over current contracts with their seniority and terms; the sale is not in itself a ground for dismissal. The payroll taken over is therefore an integral part of the file analysis, from due diligence onwards.
Chartered Accountant, registered with the Institute of Chartered Accountants. Certified Pennylane trainer.
Regulated French accounting and audit firm based in Paris 8, built to support companies across France with a digital and decision-oriented approach.
Official and operational sources cited for this page.