The sale of a business (fonds de commerce) is a transaction governed by precise legal rules; failure to comply with them may render the sale void or give rise to the parties’ liability. Understanding the successive steps helps you anticipate time limits and constraints, and organise the transaction on a legally sound footing.
The preliminary sale agreement
The sale of a business is often preceded by a unilateral promise to sell or a bilateral preliminary sale agreement (compromis). This pre-contract sets the essential terms of the sale (price, scope of the business, any conditions precedent) and binds the parties. It may provide for a period during which the buyer carries out due diligence (review of contracts, the lease and the accounts) before confirming its intention to acquire.
Informing employees and the municipality’s pre-emption right
Before the sale, the seller must first inform its employees. In businesses that are not required to set up a social and economic committee (comité social et économique, CSE), employees are informed no later than one month before the sale, so that they can submit an offer (Article L. 141-23 of the French Commercial Code (Code de commerce) (in French)). In a liability action, the court may, at the request of the public prosecutor, impose a civil fine capped at 0.5% of the sale price. In businesses subject to that requirement, the social and economic committee is informed and consulted (Article L. 141-28 of the Commercial Code (in French)). These rules, introduced by Law No. 2026-403 of 26 May 2026, apply to sales concluded at least two months after its promulgation. Finally, within a local retail and crafts protection zone (périmètre de sauvegarde du commerce et de l’artisanat de proximité), the municipality holds a pre-emption right: the sale must be declared to it in advance, failing which it is void (Article L. 214-1 of the French Town Planning Code (Code de l’urbanisme) (in French)).
The deed of sale and the information to be provided
Since Law No. 2019-744 of 19 July 2019, the deed of sale no longer has to contain the mandatory statements of the former Article L. 141-1 of the Commercial Code. On the day of the sale, however, the seller and the buyer initial a document showing the business’s monthly turnover (Article L. 141-2 of the Commercial Code (in French)). The accounting books for the last three financial years are made available to the buyer for three years. In practice, the deed often sets out the price, the statement of registered charges, the key figures and the features of the lease.
The specific sanctions attached to omitting those former statements disappeared with them. The seller nevertheless remains bound, notwithstanding any clause to the contrary, by the warranty against the inaccuracy of its statements (Article L. 141-3 of the Commercial Code (in French)); the buyer must bring the action within one year of taking possession (Article L. 141-4). Checking that the deed is complete therefore remains an essential step.
Publication and the creditors’ objection period
After the deed of sale is signed, the sale is published within fifteen days, in a medium authorised to carry legal notices in the département and in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official bulletin of civil and commercial notices) (Article L. 141-12 of the Commercial Code (in French)). The seller’s creditors may object to payment of the price within ten days of the last publication (Article L. 141-14 (in French)). During this period, the price cannot be paid freely to the seller: early payment does not discharge the buyer as against the creditors (Article L. 141-17 (in French)). Once the objection period has expired and, where applicable, the objecting creditors have been paid, the balance of the price may be released.
Registration and tax formalities
The sale of a business is subject to registration duties, the amount of which depends on the sale price. The deed must be registered within the statutory time limit. These formalities are borne by the buyer unless otherwise agreed.
The commercial lease
The leasehold right is usually part of the business sold. Lease clauses that prohibit the tenant from assigning its lease to the buyer of its business are deemed unwritten (Article L. 145-16 of the Commercial Code (in French)). The lease may, however, impose formalities, such as the landlord’s consent or its participation in the deed. You should check the lease before committing and follow the formalities it lays down.
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