Transfer of shares in a limited liability company (SARL): formalities and approval, step by step

Selling shares in a limited liability company (SARL) to a third party follows a specific procedure: approval of the shareholders, notification of employees if the transfer exceeds 50% of the share capital, a written agreement, registration within one month, and then post-sale formalities. Registration fees are 3% of the price, after a deduction of €23,000 prorated to the share of capital sold. Since July 27, 2026, employees must be informed no later than one month before the signing.

This page follows the official government website's information sheet on the transfer of shares in a SARL or EURL (verified on 22/07/2026) and, for beneficial owners, information sheet F36703 (verified on 03/06/2026). It does not address the majority required to amend the articles of association, the relevant sections of the income tax return, or the case of a non-resident transferor or transferee.

The steps in order

Approval: who can buy freely

The rule depends on the buyer.

The articles of association may stipulate a higher majority or an approval clause. They should be read before taking any action.

The approval process

The proposed sale is notified to the company. It has three months from the date of notification to respond. If it does not respond within this period, approval is deemed granted. A judge may extend this period only once, but the extension may not exceed six months.

In case of refusal

Within three months of the refusal, the shares must be acquired by the partners, an approved third party, or the company with the transferor's agreement. The price is set by mutual agreement, or failing that, by an expert. If the transferor has held their shares for less than two years, the partners are not obligated to repurchase them, unless otherwise stipulated in the articles of association.

The spouse

In the case of marriage under the legal community property regime or a civil partnership (PACS) under the joint ownership regime, the spouse's agreement to the transfer is required. Without this agreement, the transfer can be annulled within two years of the transfer.

Informing employees: what changes since 27/07/2026

The obligation applies to transfers involving more than 50% of the share capital. Since July 27, 2026, the information must be provided no later than one month before signing, compared to two months before that date.

• Who is informed?. In a limited liability company (SARL) or a single-member limited liability company (EURL) with fewer than 50 employees, the employees themselves are informed. For companies with 50 or more employees, if the company has a works council (CSE), only the CSE is informed and consulted; it has one month to issue its opinion, unless a collective agreement stipulates otherwise. For companies with 50 or more employees and no CSE, the employees are informed directly.
• When the obligation does not apply. This applies particularly if the transfer is made to the spouse, an ascendant, or a descendant of the seller, if the company is in conciliation proceedings, or if the information has already been provided under the social and solidarity economy scheme within the 12 months preceding the sale. The information sheet lists others: please read it in its entirety.
• The sale must follow. It must take place within a maximum period of 2 years after the expiry of the information period.
• Sanction. The judge may award damages of up to 0.5 % of the sale amount.

The price and its evaluation

The price must be determined or determinable. A price that is clearly fictitious or derisory may render the transfer void or reclassify it as a disguised gift. The guide lists three valuation methods: asset-based, comparative, and profitability-based. In case of disagreement, an expert is appointed by the parties or by the president of the commercial court.

The deed of transfer

The transfer must be recorded in writing, with as many copies as there are parties. The signature may be handwritten or electronic. A scanned signature is valid, but it may be challenged in court. The document may also include a clause listing assets and liabilities, either partially or completely.

Registration and rights

The deed must be registered within one month of its date, at the land registry and registration service.

The document itself provides an example: 1,000 shares, of which 500 were sold for €100,000. The allowance is €11,500 and the transfer tax is €2,655.

A tax allowance of €500,000 in certain cases

The sale of shares may qualify for a €500,000 allowance on their value. The buyer must be an employee (with a full-time permanent contract for at least two years, or an apprentice whose contract is in effect at the time of the sale) or a family member of the seller, and the business must continue operating for five years following the sale. The information sheet lists other conditions, particularly regarding the company's activity and the length of time the seller has held the shares. This scheme is separate from the €500,000 allowance for retiring business owners, which is discussed on another page.

After the sale

• Statutes. The transfer does not change the amount of share capital. The articles of association are updated according to the decision-making rules of a limited liability company (SARL). In a single-member limited liability company (EURL), the sole shareholder makes the decision alone. For a standard limited liability company (SARL), the required majority depends on your specific situation and is verified before the shareholders' meeting.
• Legal notice. Required only if the operation involves another modification subject to publicity; it is then published within one month of the decision.
• Formalities counter. Application submitted within the month. The partners are not listed on the registration extract.
• Beneficial owners. According to fact sheet F36703, an amended declaration is required whenever a change affects the beneficial owners, for example, the arrival of a new beneficiary (the list is not exhaustive). A beneficial owner is a natural person who holds, directly or indirectly, more than 25% of the voting rights or capital. The declaration must be made within 30 days of the change. The legal representative is liable to a fine of €200,000; the company may be fined up to €1,000,000. The same fact sheet F36703 specifies that the 6-month prison sentence is no longer applicable as of May 28, 2026.

From the seller's perspective: the capital gain

For an individual, the information sheet indicates that capital gains are generally subject to a flat tax of 31.4%, comprising 12.8% income tax and 18.6% social security contributions. An option to be taxed according to the progressive tax scale is available, and the capital gain must be declared the year following the sale. A comparison between the flat tax and the progressive tax scale is covered on another page.

Numerical example (fictitious profile)

Situation. Marc is a partner in a limited liability company (SARL) with 1,000 shares. He owns 600 of these shares and is selling them for €240,000 to a third party. He had acquired them for €60,000. Assumptions: the company has fewer than 50 employees, its assets are not primarily real estate-related, and no tax allowance or special regime applies to the capital gain. Marc notifies the company of his plan on September 1, 2026, and intends to sign the agreement on December 18, 2026.

Issue. Marc is selling 60 % of the capital to a third party: approval is required, as is informing the employees, since the sale exceeds 50 %. He wants the timetable and the cost.

Strategy. He draws up the schedule based on the deadlines in the form, then calculates the fees and the flat-rate levy.

Result.

If the company were primarily real estate-based, the rate would increase to 5 %: the calculation would then need to be redone using the official source. If approval were refused on December 1, 2026, the buyback would have to take place before March 1, 2027.

This profile is fictitious. The shares, prices, dates, and absence of a discount are assumptions. The calculation ignores the costs of drafting the deed and Marc's personal tax situation. These figures illustrate the calculation and do not reflect your specific circumstances.

What changes depending on your situation

• The buyer's identity : partner, relative or third party, with or without an approval clause in the articles of association. An employee or a family member may qualify for the €500,000 allowance, subject to conditions.
• The share of capital sold : beyond 50 %, employee information is added.
• The matrimonial property regime or the civil partnership : legal community or PACS under the joint ownership regime, the agreement of the spouse is required.
• The nature of society : real estate in the asset changes the rate of duties.
• Your tax situation as a transferor, resident or not, which this page does not address.

The rule depends on your situation. No results are guaranteed.