Transmission of company: to draw up and sign the final transfer agreement
Verified 14 November 2023 - Directorate for Legal and Administrative Information (Prime Minister)
The act of assignment constitutes the final act of the transmission process which definitively commits you with the buyer. This document shall be subject to conditions of signature and publication.
What applies to you ?
You're selling a business
The drawing up of an act of assignment shall be obligatory. The deed of transfer of the goodwill shall state the following:
- Intangible and tangible assets of the transferred fund : customer, brand, trade name, right to lease, patent, equipment, tools, stock, etc
- Identity of the parties : full name, date and place of birth, address of domicile
- Date and nature of the act : authentic instrument or private act
- Sale price and payment terms
- Origin of the transferred goodwill : identity of your predecessor, the date on which you yourself acquired the fund and at what price to recognize a potential capital gain
- Turnover and operating income : over the last 3 financial years prior to the transfer of the fund
- Statement of pledges encumbered on the fund : these are pledges which have been granted to creditors of the fund for the 10 years preceding the date of the sale. If the fund is not pledged, the instrument must also state that fact.
- Commercial lease terms : date and duration of the lease, amount of rent, conditions for renewal, identity and address of the lessor
- Your husband's agreement : if you are married under the community regime
The disclosure of all such information shall enable the assignment to be concluded in full transparency between the parties.
Please note
Since 21 July 2019, the entry of the information on the origin of the goodwill, the pledges, the results of the last 3 financial years no longer required.
Omission of any of this information shall no longer entail the nullity of assignment contracts concluded from that date.
Buildings or parts of buildings for tertiary use d'at least 1 000 m² must reach energy reduction targets by 2030, 2040 and 2050.
In the event of a transfer, the assessment of compliance with this obligation must be annexed to the deed of assignment for information purposes, based on the latest annual digital attestation generated by OPERAT.
The transmission of the company can be observed in two ways:
- Either by authentic instrument : the written form shall be drawn up in the presence of a notary in the performance of his duties as public authority.
- Either by private signature : the written form is drawn up between the parties without the intervention of a public officer.
Thus, the intervention of a notary is not mandatory for the signature of the deed of assignment.
However, the legal implications of the operation make the assistance of a professional legal adviser indispensable. It can be a notary or a specialized lawyer.
The deed of assignment must be signed by the two parties, that is, by the buyer and by you.
You must sign several documents in addition to the deed of assignment itself:
- Inventory Disposal Agreement : Goods and raw materials are not included in the valuation of the goodwill.
The sale of the stock is subject to an act in its own right because it is subject to the payment of VAT and is not subject to the payment of registration fees. - Deed of Receipt of Sale Price : the transfer price is temporarily blocked (between 3 and 5 months) and recorded in the hands of a called intermediary legal receiver.
It could be a lawyer or a notary.
This will help protect you from opposition from creditors if any.
After the signature of the bill of sale, you must several formalities.
1. Reporting to the registration tax office
The deed of assignment must be filed with the tax office of the registration without waiting if it is a privately signed document or, in a 1-month period after the sale is signed, if the authentic instrument.
You must deposit at the registration department, on-site or by post, the following:
- Deed of transfer of the goodwill : in 2 copies
- Trade Transfer Declaration Form : in 3 copies
- Form for declaring the condition of equipment and goods transferred : in 3 copies
- Payment of registration fees : cash up to €300, by check or by bank transfer.
Declaration of transfer of goodwill or goodwill
Declaration of transfer of goodwill or goodwill: condition of equipment and new goods transferred
Who shall I contact
Registration fees are calculated on the transfer price as follows:
- 0% up to €23,000
- 3% between €23,001 to €200,000
- 5% beyond €200,000
The minimum registration fee is €25. If the sale of goodwill includes sales of new goods, these are exempt from registration fees.
The cost of registration is borne by the purchaser, but there is nothing to prevent you from bearing some or all of these costs.
Please note
Individual business When the treated as an EURL (option for business tax), its transfer is treated as a transfer of shares. In this case, a rate of 3% is applied to the sale price (or 5% for businesses with a preponderance of real estate).
2. Publishing legal announcements in a media
The deed of assignment must be published in a legal listing support in a 15-day period after the sale is signed. If it is an act of assignment under private signature, that publication must be preceded by its registration with the tax department responsible for registration. L'authentic instrument The transfer may be published before registration.
The advertisement must include the following information:
- Elements concerning the registration of the document (office, date, volume, number)
- Date of transfer
- Surnames, forenames and domicile of the transferor (you) and of the transferee (the transferee)
- Nature and seat of the fund
- Selling price and breakdown between tangible and intangible items
- Time limit for possible opposition by creditors
3. Publication in the Odacc
The purchaser must register the legal advertisement at commercial court registry, within 3 days after it is published in a legal advertisement medium.
The Commercial Court will transmit for publication in the Official Gazette civil and commercial advertisements (bodacc).
You sell shares (SARL, SNC, SCS, SCI)
The drawing up of an act of assignment shall be obligatory.
In order to be valid, the act of transfer of shares must contain the following information:
- Identity of the parties : full name, date and place of birth, address of domicile
- Name of the business
- Date and nature of the act : authentic instrument or private act
- Number of shares sold and unit selling price
- Total sale price and method of payment
- Decision to approve members : this is the prior authorization of the partners
- Spouse's agreement : if you are married under the community regime
The transmission of the company can be observed in two ways:
- By authentic instrument : the written form shall be drawn up in the presence of a notary in the performance of his duties as public authority.
- By private document : the written form is drawn up between the parties without the intervention of a public officer.
Thus, the intervention of a notary is not mandatory for the signature of the deed of assignment.
However, the legal implications of the operation make the assistance of a professional legal adviser indispensable.
It can be a notary or a specialized lawyer.
The deed of assignment must be signed by the buyer and by you.
You must sign several documents in addition to the deed of assignment itself:
- Asset-liability guarantee : it guarantees the accuracy of all the information provided to the buyer (company activity, company accounts, customers and suppliers, salary costs, possible shareholdings in other businesses, ongoing disputes, etc.).
- Copy of amended statutes
- Guarantees for the bank
- Minutes of meetings amending the statutes
1. Reporting to the registration tax office
The transferee must file the document of assignment to the tax office of the registration of one of the parties. The transferee shall have a period of 1 month from the date of the deed of assignment to carry out this procedure.
The acquisition of shares shall give rise to payment by the purchaser a registration fee.
However, the deed of assignment may provide that the payment of the duties is to be borne by the seller or shared between the two parties.
This duty shall be fixed at 3% and calculated on the transfer price less one abatement equal to €23,000 reduced to percentage of the number of shares transferred in social capital.
The rate is 5% for businesses with a predominance of real estate, i.e. businesses where more than half of the assets are made up of buildings not used for his professional purposes.
Registration fee cannot be less than €25.
Example :
You own 50 shares of a SARL whose capital is divided into 400 shares.
You sell your shares to the buyer for a value of €50,000.
The amount of registration fees payable by the purchaser shall be calculated as follows: Transfer price - (23,000 x Number of shares sold ÷ Total shares in the business) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 400) = 47,125 × 3% = €1,414 registration fees.
Who shall I contact
2. Publishing legal announcements in a media
The transferee shall publish the assignment in a legal listing support in the 15 days which follow the date of the transfer.
The advertisement must include the following information:
- Elements concerning the registration of the document (office, date, volume, number)
- Date of transfer
- Surnames, forenames and domicile of the transferor (you) and of the transferee (the transferee)
- Nature and location of the business
3. Publication in the Odacc
The purchaser must register the legal advertisement at the Commercial Court Registry within a period of 3 days after it is published in a legal advertisement medium.
The Commercial Court will transmit for publication in the Official Gazette civil and commercial advertisements (Bodacc.fr).
You transfer shares (SAS, SA, SCA)
Unlike the sale of the business or of shares, the drafting of an act of sale of shares is not mandatory.
However, it is recommended to draw up an act containing the following particulars:
- Identity of the parties : surname and forenames, date and place of birth, home address
- Name of the business
- Date and nature of the act : authentic instrument or private act
- Number of shares sold and unit selling price
- Total sale price and method of payment
- Decision to approve members : this is the prior authorization of shareholders (or shareholders in SAs) if an authorization clause so requires in the articles of association
- Time limit for transfer of shares
- Spouse's agreement : if you are married under the community regime
The transmission of the company can be observed in two ways:
- By authentic instrument : the written form shall be drawn up in the presence of a notary in the performance of his duties as public authority.
- By private document : the written form is drawn up between the parties without the intervention of a public officer.
Thus, the intervention of a notary is not mandatory for the signature of the deed of assignment.
However, the legal implications of the operation make the assistance of a professional legal adviser indispensable. It can be a notary or a specialized lawyer.
The deed of assignment must be signed by the buyer and by you.
You must sign several documents in addition to the deed of assignment itself:
- Asset-liability guarantee : it guarantees the accuracy of all the information provided to the buyer (company activity, company accounts, customers and suppliers, salary costs, possible shareholdings in other businesses, ongoing disputes, etc.)
- Order of movement of securities : it attests to the transfer of ownership of the shares
- Copy of amended statutes
- Guarantees for the bank
- Minutes of meetings amending the statutes
1. Reporting to the registration tax office
The transferee must file the document of assignment to the tax office of the registration of one of the parties. The transferee shall have a period of 1 month from the date of the deed of assignment to carry out this procedure.
The acquisition of shares shall give rise to payment by the purchaser a registration fee. However, the deed of assignment may provide that the payment of the duties shall be borne by the seller or shared between the two parties.
The registration fee shall be 0.1% of the transfer price. The amount collected by the tax department may not be less than €25.
The rate changes to 5% for businesses with a predominance of real estate, i.e. businesses where more than half of the assets are made up of buildings not used for his professional purposes.
Who shall I contact
2. Publishing legal announcements in a media
The transferee shall publish the assignment in a legal listing support in the 15 days which follow the date of the transfer.
The advertisement must include the following information:
- Elements concerning the registration of the document (office, date, volume, number)
- Date of transfer
- Surnames, forenames and domicile of the transferor (you) and of the transferee (the transferee)
- Nature and location of the business
At the time of publication, the purchaser shall obtain a certificate of publication.
3. Publication in the Odacc
The purchaser must register the legal advertisement at the Commercial Court Registry within a period of 3 days after it is published in a legal advertisement medium.
The Commercial Court will transmit for publication in the Official Gazette civil and commercial advertisements (bodacc).
Who can help me?
The public service accompanying companies
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Reporting to the registration tax office
Registration fees in case of transfer of goodwill