Gift of shares in a SARL or EURL: procedure

A gift of shares in a limited liability company (SARL) or a single-member limited liability company (EURL) must be made by notarial deed, otherwise it is void. A manual gift is not permitted. Beforehand, two points must be verified: the approval clause in the articles of association, if the beneficiary is a third party to the company, and the authorization of your spouse if you are married under the statutory community property regime, which is typically given in the deed. After the deed is executed, the gift must be made enforceable against the company, the articles of association are amended, and the file is submitted to the business registration office within one month.

This page describes the procedure. It does not address the valuation of shares, notary fees, the situation of a non-resident donor or donee, quorum and majority rules for SARL shareholders' meetings, or the majority required for approval. It also does not detail the tax reduction related to the donor's age, which is covered on another page, nor the complete terms of the Dutreil agreement.

The steps, in order

The form: notarized deed, not a manual gift

According to the official information sheet on the donation of shares in a SARL or EURL (verified on 09/09/2026), "a donation of company shares must be made by notarial deed" and "it therefore cannot be made by means of a manual gift." The deed must be drawn up in authentic form, "under penalty of nullity" (Civil Code, Article 931).

The rules governing shares in a simplified joint-stock company (SAS) are different: the information sheet on gifting shares indicates that a gift of shares "can be valid even without any written document confirming it." Do not apply this rule to shares in a limited liability company (SARL) or a single-member limited liability company (EURL).

The deed specifically mentions the number and designation of the shares given, if they are numbered.

Simple donation or shared donation

A gift can take the form of a simple gift or a gift-partition. A gift-partition can only be made to presumptive heirs or the children of those heirs. It cannot involve jointly owned property. If the beneficiary is not a presumptive heir, "only a simple gift is possible." Details regarding gift-partitions are provided on a dedicated page.

The approval: who must be consulted

The proposed donation is notified to the company and to each shareholder individually, either by formal notice or by registered letter with acknowledgment of receipt. The company has three months from the date of notification to respond. If no response is received, the donation is considered accepted. This three-month period may be extended once by court order, but this extension may not exceed six months.

In the event of a refusal, the guidelines stipulate that the partners must repurchase the shares within three months of the refusal. The repurchase can be carried out by one or more partners or by an approved third party. The company can only repurchase the shares with the donor's consent. This obligation does not apply if the donor has held their shares for less than two years, unless otherwise stipulated in the articles of association. Therefore, your company's articles of association are the first document you should consult.

Spouse's permission

If the donor is married under the statutory community property regime, or in a civil partnership under the joint ownership regime, the gift can be revoked within two years of the date of the gift if the spouse or partner does not agree. According to the official information sheet, this authorization is, in practice, given directly in the deed of gift.

Asset clause or liability clause

The donation may be accompanied by one of the two clauses that the document calls "asset guarantee clause" and "liability guarantee clause".

• The asset clause "must relate to an asset of the company".
• The liability clause only covers debts, which must predate the transfer and not appear in the accounts accessible to the donee.

The guide recommends including the reference date, the beneficiary, the duration, the calculation of compensation, the minimum amount, the maximum amount and the implementation procedures.

Gift taxes

The taxes are generally payable by the recipient. The donor has the option of paying them. The notary handles the tax registration of the gift and pays the taxes on behalf of their clients.

For direct descendants, the allowance is €100,000 per parent and per child for gifts from the same donor to the same recipient over a 15-year period (impots.gouv.fr, page updated on 28/11/2025). Beyond this limit, the allowance for direct descendants ranges from 5% (%) up to €8,072 to 45% (%) above €1,805,677. Allowances for other types of kinship are listed on the same page and on the page dedicated to allowances.

The Dutreil Pact: Key Points

The Dutreil agreement (article 787 B of the French General Tax Code) grants an exemption of 75% of the value of the transferred securities. It requires:

• a collective commitment to retain for a minimum period of 2 years, in effect on the date of transfer; ;
• an individual commitment to retain the assets for 6 years for each donee, for transfers from 21/02/2026 onwards (the duration was 4 years previously); ;
• the exercise of a main activity or a management function for 3 years; ;
• for a non-listed company, a commitment covering at least 17 % of financial rights and 34 % of voting rights.

The deed of gift must be accompanied by the registered commitment agreement, a certificate from the company, and the individual commitment from the donee. The BOFiP (Official Bulletin of Public Finances) indicates that failure to comply with these obligations may result in the revocation of the exemption. The complete conditions, including the company's business activity, are detailed on their own page.

After the act: statutes, counter, beneficial owners

Statutes. Donating a company requires amending the articles of association. In a limited liability company (SARL), the decision is made at an extraordinary general meeting; the quorum and majority rules are verified with the official source before the meeting is convened. In a single-member limited liability company (EURL), the sole shareholder decides alone.

Legal notice. It is only required for certain amendments. The donation itself does not need to be included. When it is required, it is published within one month of the decision to amend the articles of association.

Enforceability against society. It can result from a notification, from the manager's acceptance in the authentic instrument, or from the deposit of an original of the deed of gift at the registered office, against a certificate issued by the manager.

Formalities counter. The declaration of the amended articles of association must be made "within one month". It is a prerequisite for their enforceability against third parties.

Beneficial owners. An amendment to the declaration is required when a shareholder exceeds the 25% threshold of share capital or voting rights. The request must be made within 30 days of the change. The information sheet on beneficial owners (verified on 03/06/2026) indicates a fine of €200,000 and specifies that the 6-month prison sentence is no longer applicable as of 28/05/2026. The information sheet on gifts mentions sanctions that can include the company's expulsion.

Numerical example (fictitious profile)

Situation. Mr. Delmas, 58 years old, married under the statutory community property regime, owns 80 shares of a limited liability company (SARL). In 2026, after February 21, 2026, he will gift all of his shares to his daughter, who is not a shareholder. The shares are estimated to be worth €800,000. The company's bylaws stipulate approval even for descendants. He has made no prior gifts to his daughter.

Issue. In what order should I act, and what is the cost in terms of gift tax?

Strategy. Notify the company and each partner of the proposed agreement, await their response (3 months from the date of notification; silence constitutes approval, this period can be extended once by court order), include the spouse's authorization in the agreement, sign the agreement at the notary's office, then amend the articles of association and file the amendments with the tax office within one month. Compare the rights with and without a Dutreil agreement.

Assumptions of the calculation. The collective conservation commitment is already underway on the day of the donation, all other conditions of the pact are met and no fraction of the value is excluded from the exemption.

Result.

The difference is €134,767.60. The order used (exemption, allowance, scale) follows the example in BOFiP BOI-ENR-DMTG-20-30-20-50; it should be verified in your file.

These taxes are calculated before any reduction related to the donor's age. The official information sheet stipulates that, when the donor is under 70 years old, an additional reduction of 50% of the taxes is available, subject to conditions that should be verified with the official source. As Mr. Delmas is 58 years old, the taxes shown in the table do not take this into account. Notary fees and prior donations are also not included. This profile is fictitious. The figures illustrate the calculation and do not reflect your specific situation.

What changes depending on your situation

• The link with the beneficiary Partner, third party, spouse, ascendant, descendant, civil partner or cohabiting partner do not follow the same approval rule.
• Your statutes : they can extend the approval to beneficiaries who are exempt by default.
• Your matrimonial property regime : the spouse's authorization depends on the legal community or the joint ownership of a civil partnership.
• The nature of society : SARL (assembly) or EURL (single shareholder).
• The conditions of the Dutreil pact and the date of transmission.
• Your age : the reduction of rights linked to the donor's age depends on conditions to be verified.
• Past donations to the same beneficiary over 15 years.

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