Fb: Purchase of a company by its employees or by members of the seller's family

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732 bis732 ter

Article 732 ter

French General Tax CodeIn force
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Updated 7 Nov 2023

I. - For the purposes of calculating registration duties in the event of a transfer of full ownership of a craft business, a business, an agricultural business or the customer base of a sole proprietorship or shares in a company, an allowance of €300,000 is applied to the value of the business or customer base or to the fraction of the value of the securities representing the business or customer base, if the following conditions are met:

1° The business or company carries on an industrial, commercial, craft, agricultural or liberal activity, with the exception of the management of its own movable or immovable assets;

2° The sale is granted:

a) Either to the holder of an employment contract of indefinite duration for at least two years and who carries out his duties on a full-time basis, or of an apprenticeship contract in force on the day of the sale, entered into with the business whose business or customer base is being sold or with the company whose shares or stocks are being sold;

b) Or to the assignor's spouse, partner bound by a civil solidarity pact as defined in article 515-1 of the Civil Code, direct ascendants or descendants or brothers and sisters;

3° Where the sale relates to business or customers or shares acquired for valuable consideration, these have been held for more than two years by the vendor;

4° The purchasers continue, as their sole professional activity and effectively and continuously, for five years following the date of the sale, the operation of the business or customers transferred or the activity of the company whose shares are transferred and one of them ensures, for the same period, the effective management of the business. In the event that the company is the subject of a judgement opening judicial liquidation proceedings under Title IV of Book VI of the Commercial Code within five years of the date of the transfer, the scheme provided for in the first paragraph shall not lapse.

II. - I may only be applied once between the same transferor and the same purchaser.

Mariela Petrova

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Common Questions

Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

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15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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