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.
Transferring or buying a company is not a routine accounting task: it is a one-off operation, triggered by an event (retirement, sale to a third party, gift to children, buyout by employees), that concentrates most of the wealth built over a business owner's career. Capital gains tax, the choice between an asset sale and a share sale, the Dutreil pact or the contribution-then-sale scheme often play out over a few weeks, and a timing or structuring mistake is costly and rarely reversible. Our firm acts as your French CPA for business transfers to secure the structure, quantify the seller's real tax, and coordinate lawyer, notary and banker.
A French CPA for business transfers organises and secures the handover of your company: arbitration between a going-concern asset sale and a share sale, capital gains and tax computation, and use of relief regimes (Dutreil pact, the 500,000 EUR allowance for a retiring director, contribution-then-sale, and the 238 quindecies and 151 septies exemptions). The goal: reduce tax risk and protect the net sale proceeds.
Two complementary but separate missions must be distinguished. Valuation determines the company's worth through the asset-based, comparable or cash-flow methods: it is carried out upstream, independently of any deal, and belongs to our growth strategy and valuation page. The transfer organises and optimises the tax treatment of moving that value once the deal is decided. Valuation prices the value; the transfer structures the handover. On this page the angle is legal and fiscal: relief regimes, registration duties, buyout structuring.
This is the first decision, and it shapes everything else. Selling the going-concern means transferring the operating assets (goodwill, trade name, lease rights, equipment) while leaving the company and its liabilities with the seller. Selling the shares means transferring the company itself, with its assets and liabilities.
Our view: the buyer often prefers the asset deal (avoiding liabilities and tax history), while the seller often prefers the share deal (capital gains taxation, access to the Dutreil pact and the allowances). The cost gap shows first in the registration duties paid by the buyer.
| Criterion | Going-concern asset sale | Share sale |
|---|---|---|
| Asset 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 units: 3 % after a prorated 23,000 EUR allowance. SAS/SA shares: 0.1 % |
| Liabilities and warranty | Stay with the seller | Transferred, hence assets and liabilities warranty |
| Seller relief regimes | 238 quindecies, 151 septies | Dutreil, 500,000 EUR retirement allowance, contribution-then-sale |
The minimum duty on an asset sale is 25 EUR. The legal form (SARL versus SAS) therefore strongly affects the buyer's acquisition cost: this must be handled before the price is even set.
For an individual director selling the shares of their company, the share capital gain is in principle subject to the flat tax of 30 % (12.8 % income tax and 17.2 % social levies), with an option for the progressive income tax scale. The relief regimes, which reduce or defer tax, apply on this basis.
The underestimated risk: most allowances only reduce the income tax portion of the gain. The 17.2 % social levies remain due on the full amount, even when income tax is brought to zero. The net proceeds actually received must therefore be quantified before negotiating the price, not after.
The Dutreil pact (Tax Code article 787 B) allows, on a transfer by gift or inheritance, a 75 % exemption on the value of the shares: gift and inheritance duties are computed on only 25 % of the value. It is the central tool of family transfers.
The mechanism rests on two holding commitments. The collective commitment lasts at least 2 years and covers at least 17 % of financial rights and 34 % of voting rights for an unlisted company (10 % and 20 % if listed). An individual commitment is added.
Key watch points for 2026 (Finance Act for 2026, law of 19 February 2026 published in the Official Journal on 20 February 2026):
Our view: these two changes mean never reusing the old durations and never reasoning on the company's gross value. A balance sheet loaded with patrimonial assets (a non-operating building, excess cash) must be analysed line by line before the gift, because the non-business share becomes taxable again.
The director of an SME who sells their shares to retire can benefit from a fixed allowance of 500,000 EUR on the gain (Tax Code article 150-0 D ter). The scheme was extended by the Finance Act for 2025: it applies to sales completed no later than 31 December 2031.
Main conditions: an SME subject to corporate income tax, an activity carried on for at least 5 years, ceasing functions and actually retiring within the 2 years before or after the sale. The allowance only reduces income tax (or the flat-tax base); the 17.2 % social levies remain due on the full gain.
In practice, the 2-year timeline is the most common trap. Drawing pension rights and ceasing functions must dovetail with the sale within the legal window: we build a dated reverse schedule from the start of the engagement.
Contribution-then-sale (Tax Code article 150-0 B ter) means contributing your shares to a controlled holding company before selling them: the contribution gain is placed under a tax deferral. If the holding sells the contributed shares soon after, the deferral is only maintained if a portion of the proceeds is reinvested in an economic activity.
Watch point for 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 (against 60 % and 2 years previously). The reinvested assets must then be held for 5 years. Here again, the old parameters must no longer serve as a reference.
For sole proprietorships and certain business transfers, two regimes coexist, both requiring the activity to have been carried on for at least 5 years.
Arbitration: these two regimes do not combine freely and do not target the same base (transferred value versus revenue). The right choice depends on the structure of the activity and the amount of the gain. We simulate both before signing.
On the buyer side, the acquisition often runs through a buyout holding that borrows to acquire the target (LBO structure) and repays the debt with dividend upstreaming, usually via the parent-subsidiary regime or tax consolidation. Structuring this holding, sizing the acquisition debt and the tax treatment of interest belong to our dedicated holding taxation page.
Where the buyout involves contributions in kind to the holding's capital, a contributions auditor may be required: we coordinate this step through our contributions auditor engagement.
Our transfer support is a per-deal mission, heavily advisory. In concrete terms:
This page informs and gives benchmarks; it does not replace an analysis of your situation, your documents and the law applicable on the day of the deal. Since the Dutreil and contribution-then-sale parameters changed on 21 February 2026, every structure must be checked against the latest version of the texts.
Updated on 23 June 2026, reviewed by a chartered accountant registered with the Ordre des experts-comptables of Île-de-France. To frame your transfer, let us discuss your situation and your timeline.
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 + 17.2 % social levies
30 % 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 usually result in a 20-40% discount versus the optimal price.
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, a 4-year individual holding commitment, 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). The sale proceeds must be reinvested at 60% into an economic activity within 2 years. 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.
Chartered Accountant, registered with the Institute of Chartered Accountants.
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.