How French SAS Shares Actually Transfer: Transfer Forms, Registers and the Inscription

Two ways to sell a French business — two very different tax bills

A French business can change hands by two structurally different routes: selling the shares of the company that owns it (a cession d'actions, where the company continues under a new owner), or selling the business itself as a going concern (a cession de fonds de commerce, where the company sells its goodwill, lease, equipment and clientele and keeps the price). French registration duty treats the two routes very differently. SAS shares pay 0.1 % of the price, uncapped. A fonds de commerce pays a progressive scale reaching 5 % above €200,000. On a €5 million deal, that is €5,000 against €245,310 — a differential that shapes French deal architecture from the first term sheet.

This guide covers the two regimes and their exact mechanics, the structuring decision between them — including the buyer-side arguments that still favour a fonds deal — the seller's capital-gains layer that sits on top of the duty, the comparison across corporate forms (why SARL sellers transform into SAS first), and the cross-border overlays. The procedural side of a share sale — ordre de mouvement, inscription, registers — has its own guide in our seller's series; this one is about the money the structure decides.

Share sale vs fonds de commerce: what each route actually transfers

The share route transfers the company — same legal person, same contracts, same licences, same history, same liabilities, new owner. Nothing at the operational level needs novating: customer contracts, the lease, permits and bank lines continue because their counterparty has not changed (subject only to change-of-control clauses inside them). Employees keep the same employer. The buyer inherits everything, including what the diligence did not find — which is why share deals live on representations, warranties and indemnities.

The fonds route transfers a defined asset bundle — goodwill and clientele, the leasehold right, equipment, brand — out of the company. The company survives, keeps the price, and keeps its own debts and history; the buyer takes a clean perimeter. The clean perimeter has costs: contracts other than the lease and employment must be novated one by one, licences often need reissuing, and the fonds regime brings its own machinery — publication of the sale, a creditors' opposition window, and a price typically held in escrow until the opposition and tax-liability periods clear. One transfer is common to both routes: employees follow the business automatically (C. trav. Art. L 1224-1 in a fonds sale; no change of employer at all in a share sale) — neither structure sheds the workforce.

The modern equilibrium: for an SAS-owned business of any size, the share sale is the default — 0.1 % duty, procedural lightness, operational continuity — with the buyer's liability concern handled contractually through indemnities, escrows and warranty-and-indemnity insurance rather than structurally through a fonds deal. The fonds route survives where its features are the point: a buyer who wants only part of the activity, a seller-company that must survive the sale, or a distressed context where history must stay behind.

The 0.1 % on SAS shares: base, filing, exemptions — and the 5 % override

Cessions of shares of a French-seated SAS bear registration duty at 0.1 %, whether or not a deed records the sale (CGI Art. 726). The base is the price expressed plus any charges that increase it — or the parties' estimate where the real value exceeds price plus charges — with no cap and no allowance. Deferred instalments are part of the price; contingent price supplements follow the price they complete, with the duty position on earn-outs deserving specific structuring advice rather than an assumption. Filing runs within one month: registration of the deed where there is one, a declaration 2759 (or the online service at impots.gouv.fr) where there is not. The duty is at the acquirer's charge — recite it in the deed or the transfer documents — with seller and buyer jointly liable toward the tax authority for duties and penalties.

The exemptions are a short, specific list: company buy-backs destined for employee-savings-plan members or made in the course of a capital increase (with a carve-out for L 225-209-2 buy-backs); acquisitions of shares in companies under sauvegarde or redressement judiciaire; acquisitions within a tax-consolidated group (CGI Art. 223 A); acquisitions between companies of the same group within the meaning of C. com. Art. L 233-3; operations placed under the merger and demerger regimes (CGI Arts. 210 A and 210 B); and operations subject to the financial-transactions tax.

And the override: where the company is a non-listed société à prépondérance immobilière — its assets are, or were at any point in the year before the cession, principally French real estate or interests in other non-listed real-estate-rich entities — the rate is 5 % on the price plus charges, whatever the corporate form, with the administration able to reassess on real market value. Fixtures qualifying as immeubles par destination stay out of the test (Cass. com. 2 December 2020, n° 18-25559), but an operating company whose premises dominate its balance sheet can be caught. Every deal priced at 0.1 % should verify the asset test before signing.

Which route fits your deal?

Pick your situation — the check shows the structuring logic and the tax consequence.

The fonds-de-commerce regime: the scale and the machinery around it

The duty on a cession de fonds de commerce runs on a progressive scale: nothing on the slice up to €23,000 (with a €25 minimum duty collected), 3 % on the slice from €23,000 to €200,000, and 5 % above €200,000. The base covers the price of the fonds elements — goodwill, clientele, leasehold right, equipment — with new merchandise generally following the VAT regime rather than the duty, which is why a careful contract itemises the components. The worked numbers show the curve: a €100,000 fonds pays €2,310; €1 million pays €45,310; €5 million pays €245,310; €10 million pays €495,310. The share-sale equivalents: €100, €1,000, €5,000, €10,000.

The duty is the visible cost; the machinery is the hidden one. A fonds sale is published — in a legal-announcements medium and at the BODACC — and the seller's creditors can lodge oppositions within ten days of the BODACC publication, freezing the price in the hands of the escrow holder until claims are resolved. The buyer also faces a period of statutory solidarity for certain taxes of the seller's business, which is why the price in a fonds deal is customarily held in escrow for months rather than paid over at closing. Add the novation of contracts, the reissuance of licences and the L 1224-1 employee transfer, and the fonds route's true cost is duty plus delay plus execution risk — the comparison with a share sale is never the duty line alone.

Compute it: the duty on your deal, route by route

Enter the price and pick the structure — the calculator computes the French registration duty and the gap against the SAS share route.

The second layer: the seller's capital-gains position

The registration duty is the buyer's cost; the seller's tax is the capital gain, and the two layers can pull the structuring in opposite directions — the right answer optimises their sum, never one line alone.

Individual French-resident sellers of SAS shares fall under the flat tax (prélèvement forfaitaire unique) at 31.4 % — 12.8 % income tax plus 18.6 % social levies — with an option for the progressive scale where it does better, notably through the holding-period abatements preserved for shares acquired before 2018 and the specific relief for retiring managers. Corporate sellers holding participation shares for at least two years use the long-term participation regime: the gain is largely exempt from corporate income tax, only a service-charge fraction adding back to taxable profit — the mechanism that makes holding-company exits tax-efficient and that a pre-sale apport-cession under CGI Art. 150-0 B ter tries to reach by interposing a holding before the sale, at the price of reinvestment conditions and structuring discipline. Non-resident sellers are generally outside French capital-gains tax under the standard treaties, with two recurring exceptions — substantial participations and real-estate-rich companies — that demand case-by-case treaty analysis.

The fonds route doubles the layer. Where the company sells its fonds, the gain lands in the company: corporate income tax first, then a second tax when the proceeds reach the shareholders as dividends or liquidation surplus. That double passage is often the decisive argument against the fonds route for a seller who wants the money personally — and occasionally the argument for it, where the company will redeploy the proceeds itself. Every serious structuring memo runs both routes to the seller's pocket, duty and gain combined.

The rates across French forms — and the SARL transformation move

The registration-duty map by instrument: SAS and SA shares at 0.1 %, uncapped. SARL parts sociales (like SNC and société civile parts) at 3 %, after an allowance of €23,000 prorated per part transferred — about €30,000 of duty on a €1 million full-company sale, against €1,000 for the same business in SAS form. Real-estate-rich companies at 5 % whatever the instrument — the SPI test overrides both the 0.1 % and the 3 % regimes. The duty line is one of the reasons — with governance freedom and investor practice — that the SAS dominates French deal-making.

Hence the classic pre-sale move: transforming the SARL into an SAS before selling. The transformation requires the unanimous consent of the shareholders and the statutory conversion procedure, and it changes the instrument from parts at 3 % to shares at 0.1 %. Two disciplines protect it. Timing: transform well ahead of the contemplated sale — a conversion executed against an imminent, identified deal invites the tax authority to test the sequence as abuse. Substance: the transformation should carry its own commercial rationale — governance flexibility, investor readiness, alignment with a group's other vehicles — so the tax outcome is a consequence, not the only explanation. Handled that way, the move is standard French practice; handled at closing week, it is the audit's first question.

Cross-border deals: the 0.1 % stays, the layers multiply

The French duty does not care about nationality: a foreign buyer of French SAS shares pays the same 0.1 % (or 5 % SPI), on the same one-month filing, with a foreign tax credit available against the French duty where the deed is executed abroad and taxed there. What changes cross-border is everything around the duty. The buyer's side: home-jurisdiction stamp or acquisition taxes, the choice between a French acquisition vehicle and direct foreign holding — a choice that drives post-acquisition withholding on dividends, parent-subsidiary directive eligibility and the tax on the next exit. The seller's side: the treaty grid on the gain (with the substantial-participation and real-estate exceptions), the holding-structure planning that should predate the deal by years rather than weeks, and the home-country treatment of the French proceeds. The regulatory side: foreign-investment screening for protected sectors and merger control where thresholds are met — gates on the timetable, not on the tax.

One practical rule survives every configuration: compute the full stack — French duty, French gain where applicable, home-country tax, withholding on the money's route home — before choosing the structure. A route that saves duty can cost double its saving in the seller's own tax; the cheap-looking direct sale can be the expensive one after the proceeds travel.

Frequently asked questions about the transfer tax on French SAS shares

This article is for general information only and states French law as published in the sources available at the date shown above. It does not constitute legal or tax advice. Rates, thresholds and regimes change with finance laws; the right structure depends on the deal, the parties and the cross-border position. Always seek qualified legal and tax advice before structuring or executing a French business sale.