Selling a Business in France: When Do You Need a Notaire?

23 mai
7 min de lecture

Selling a business in France with a notaire depends on what you are actually selling. A fonds de commerce (business goodwill and operating assets), company shares, commercial premises, a commercial lease right and an individual business do not follow the same legal route.

Foreign owners often assume that a French notaire is needed only for real estate. In practice, a notaire can also be valuable when a business sale involves escrow of the price, creditor opposition deadlines, commercial premises, a family transfer, company shares, or French documents that need to be clearly explained in English.

This guide explains when a notaire is required, when notarial involvement is optional but useful, and which formalities matter most. If you need help with a French business sale, FrenchNotaires can match you with a bilingual notaire, free of charge, usually within about 48 hours.

First question: what are you selling?

The legal route changes according to the asset. A fonds de commerce sale is not a share sale. A share sale is not a real-estate sale. A lease transfer is not the same as selling the walls.

What is sold?	French term	Why it matters
Goodwill and operating assets	Fonds de commerce	Specific registration, publication, creditor opposition and escrow rules apply.
Company shares	Cession de parts sociales or cession d'actions	The buyer takes the company with its assets, liabilities, contracts and history.
Commercial premises	Murs commerciaux	Real-estate transfer normally requires a notarial deed.
Commercial lease right	Droit au bail	The lease clauses and landlord approval may control the transfer.
Individual business assets and liabilities	Entreprise individuelle	The transfer may include business assets, debts and security interests.

Selling a fonds de commerce

A fonds de commerce usually includes goodwill, clientele, trade name, lease rights, equipment and other operating elements. It does not automatically include the company itself or the premises.

Entreprendre Service Public explains that a sale of a fonds de commerce to a third party is subject to formalities designed to protect the seller, buyer and creditors. The deed can be an authentic deed or a private deed, but it must be registered and published.

The deed should identify the parties, the nature and location of the business, the sale price, the split between tangible and intangible elements, and the creditor opposition period. For foreign sellers, a notaire can coordinate signatures, escrow, notices and explanations in English.

Selling business premises

If the sale includes French real estate, such as a shop, office, hotel building, warehouse or workshop, a notaire is required for the property transfer. The final deed is an acte authentique.

You may sell the business only, the walls only, both together, or shares in a company that owns the property and operates the business. Each route has different tax, lease and buyer-risk consequences.

If the premises are rented under a bail commercial, the buyer must understand the tenant's renewal rights, rent, permitted activity, charges and possible rights of preference.

Selling company shares

A share sale transfers the company itself. The buyer acquires the company with its contracts, debts, employees, tax history, bank accounts and litigation unless the deed and guarantees allocate risk differently.

Entreprendre Service Public states that a transfer of company shares above 1,500 euros must generally be evidenced in writing, either by authentic deed before a notaire or by private deed. It also explains that a garantie d'actif-passif is often used to protect the buyer if hidden liabilities appear or if assets were overstated.

A notarial deed is not always mandatory for a share sale, but it may be helpful when the company owns French real estate, the seller or buyer is abroad, the statutes require approval, or the parties want stronger evidential security.

Commercial lease and droit au bail

A droit au bail is the right to occupy premises under an existing lease. It may be transferred with a business or separately, depending on the lease and the transaction.

The lease may require landlord approval, a written deed, or specific notices. The buyer should check rent, indexation, charges, permitted activity, renewal rights and arrears before agreeing the price.

If the lease is central to the business, ask the notaire or lawyer to review it before signing a promise or definitive deed.

When the notaire is required or useful

A notaire is required when French real estate is sold. The notaire is also central for some family transfers, inheritance settlements, authentic powers of attorney and deeds where authentic form is chosen.

Even where private deed is possible, a notaire can help by drafting or reviewing the deed, checking property title, coordinating registration and publication, holding the price in escrow, monitoring creditor opposition deadlines, and explaining the legal effect to English-speaking parties.

Need a bilingual notaire for a business sale?

FrenchNotaires can connect you with a notaire who can explain the deed, escrow, premises and cross-border formalities in English. Find a Bilingual Notaire.

Escrow, BODACC and creditors

A French fonds de commerce sale has a creditor-protection process. The price is often not released immediately to the seller.

Entreprendre Service Public explains that after BODACC publication, creditors have 10 days to oppose payment of the sale price to the seller. If opposition is made, the price remains unavailable and is held temporarily by a legal escrow (séquestre juridique), often the buyer's notaire or lawyer.

Official guidance also states that the escrow handles distribution of the price to creditors within the applicable timeframe, and that escrow fees are generally borne by the buyer unless the deed provides otherwise. Sellers should therefore plan cash flow: signature day is not always payment day.

Guarantees and due diligence

Business sales require due diligence on accounts, leases, employees, tax, social security, licences, suppliers, customers and litigation. In a share sale, the buyer usually asks for a garantie d'actif-passif.

This guarantee should specify what liabilities are covered, the start date, the duration, caps, thresholds and how claims are notified. It may be backed by a price holdback or bank guarantee.

A notaire does not replace the accountant or business lawyer for all commercial due diligence, but can coordinate the deed, property issues, authentic documents and key formalities.

Foreign sellers

Foreign sellers should prepare early. The buyer, bank and notaire may need identity documents, proof of address, marital-status documents, company extracts, signing powers, apostilles, legalisations or certified translations.

Also check French and foreign tax treatment of the sale, VAT, capital gains, employee matters, licences, bank transfer controls and exchange-rate timing. If the business includes regulated activity, hotel activity, alcohol licences, food service or health premises, specialist advice should be added.

Checklist before selling

Identify whether you are selling a fonds de commerce, shares, premises, lease rights or a combination.
Collect accounts, tax returns, employee documents, leases, licences and supplier contracts.
Check whether real estate is included and therefore requires a notarial deed.
Review the commercial lease and any landlord approval requirement.
Plan the escrow period and creditor opposition deadline if selling a fonds de commerce.
Agree who pays registration, publication, escrow and professional costs.
Negotiate guarantees, including any garantie d'actif-passif.
Check French and foreign tax consequences before signing.
Prepare foreign documents, powers of attorney and translations early.
Confirm post-sale filings through the guichet unique where needed.

Frequently Asked Questions

Do I always need a notaire to sell a business in France?

No. A notaire is not always mandatory for a simple share sale or business asset sale. A notaire is required if French real estate is sold, and is often useful for a fonds de commerce sale, escrow, creditor formalities or cross-border documents.

What is a fonds de commerce?

A fonds de commerce is the operating business asset, usually including goodwill, clientele, trade name, lease rights, equipment and other business elements. It is different from the company and different from the premises.

Why is the sale price held in escrow?

In a fonds de commerce sale, creditors can oppose payment of the price after BODACC publication. The price may therefore be held temporarily by an escrow, often a notaire or lawyer, until creditor and tax formalities are cleared.

How long do creditors have to oppose a fonds de commerce sale?

Official guidance states that creditors have 10 days from BODACC publication to oppose payment of the sale price. If opposition is made, the price remains unavailable while claims are handled.

Is selling company shares the same as selling business assets?

No. In a share sale, the buyer acquires the company with its assets and liabilities. In an asset or fonds de commerce sale, the buyer acquires selected business elements. The risks and guarantees differ.

What is a garantie d'actif-passif?

It is a warranty of assets and liabilities used mainly in share sales. The seller guarantees the accuracy of information supplied to the buyer and may indemnify the buyer if hidden liabilities or overstated assets are discovered.

Can a foreign seller sign by power of attorney?

Often yes, depending on the deed and the notaire's requirements. The power of attorney may need specific wording, notarisation, apostille or legalisation, and certified translation.

Does the notaire handle business tax advice?

The notaire handles the deed and legal formalities within their role, but business tax, VAT, employment and accounting issues may require a French accountant or lawyer alongside the notaire.

Speak to a notaire before selling your French business

Before signing a letter of intent or sale agreement, clarify whether you are selling business assets, shares, premises or lease rights. FrenchNotaires can match you with a bilingual notaire within 48 hours. For a business sale involving Paris premises, you can also start from Notaire Paris.

Related guides

Sources

This guide is for general information only and does not constitute legal or tax advice. For your specific case, speak to a French notaire; FrenchNotaires can match you with a bilingual notaire within 48 hours.