In summary…
No, there's no income tax on the capital gain, but social security contributions apply: a self-employed architect selling their agency €180,000 (of which €160,000 of clientele created by him) realizes €160,000 of capital gains. Without exemption, it costs €20,480 tax at 12.8 % (article 39 quindecies of the General Tax Code, abbreviated CGI) and €29,760 of social security contributions at 18.6 %, i.e. €50,240 There remains €129,760. If he has been practicing since 5 years at the very least, cease all functions within the transferred agency and exercise their retirement rights within 24 months before or after the sale (Article 151 septies A of the French General Tax Code), the tax falls at €0 and there remains €150,240. Social security contributions remain due. The rate of 18.6 % is the one used here: the same official document also mentions 17.2 % in its section on retirement.
1. The agency is being sold, and the price represents a professional capital gain in the form of non-commercial profits (BNC).
The National Council of the Order of Architects (CNOA) has published a guide to the transfer and acquisition of architectural practices. It indicates that the French Supreme Court (Cour de cassation) case law permits the sale of professional practices, subject to ethical rules, and that the client's freedom of choice remains a fundamental principle. Transferable assets include clientele, staff, equipment, premises, intellectual property, references, contracts, know-how, and network. The guide cites multiples of gross operating profit, adjusted value, and discounted cash flows as factors for determining value; the final price is determined through negotiation.
In terms of taxes, the self-employed architect falls under the non-commercial benefits (BNC): The Official Bulletin of Public Finances (BOFiP) lists architects among the liberal professions in this category (BOI-BNC-CHAMP-10-10-10, § 30). The gain realized from the sale of clientele or equipment is a professional capital gain, which follows the rules for business capital gains (BOI-BNC-BASE-30-30-10).
- The clientele is not depreciable. Held for 2 years or more, it generates a capital gain. long term, removed from the income tax scale and taxed at the single rate of 12.8%, plus social security contributions. For a client base created by the architect, the original value is zero: the entire price is capital gain. For a client base acquired through purchase, the purchase price is deducted.
- Equipment, furniture and computer systems are amortized. The capital gain is to short term up to the amount of depreciation deducted, and the surplus is long-term. The short-term portion is added to profit and follows the income tax scale; in the event of cessation of activity, it is taxed immediately, without spreading.
- The walls, if the architect owns the premises: real estate capital gains are excluded from the retirement-related exemption and follow a different regime.
2. Two possible exemptions, two rationales
| Pension exemption (Article 151 septies A) | Exemption based on price (238 quindecies) | |
|---|---|---|
| Retirement required? | Yes: a pension that begins within 24 months before or after the sale. The period is measured from the start of the pension, not from the date of the application. | No |
| Duration of activity | A minimum of 5 years, calculated from the effective start of business activity, including the creation or acquisition of clientele. | minimum 5 years |
| Exemption | Short- and long-term capital gains are exempt from income tax, regardless of the price. | Total under €500,000, partial up to €1,000,000, zero above that |
| What is being given away | All elements related to the business: a partial transfer is generally refused, and the leasehold right alone does not entitle the holder to the scheme | The company or a complete branch of activity. The transfer of the clientele alone is excluded; in a sole proprietorship, the condition is deemed fulfilled if a third party continues the activity in the same way. |
| Link with the buyer | No more than 50% of the purchaser's voting rights or profits, at the time of sale and during the following 3 years | No more than 50 % of the rights or direction of the purchaser, at the time of sale and during the 3 years following; written option on plain paper |
| Social charges | Remaining amounts due | Not specified by the BOFiP consulted: to be verified before sale |
Regarding the retirement rule, the seller must cease all functions within the company being sold. The BOFiP (Official Bulletin of Public Finances) allows for an activity self-employed with the transferred company, such as a consulting firm, subject to the rules governing combining employment and retirement benefits: a salaried or management position results in the loss of the exemption. The company must also be a small or medium-sized enterprise (fewer than 250 employees and less than €50 million in revenue or €43 million in total assets), thresholds that a sole proprietorship generally meets.
For the rule related to price, the exempt portion between €500,000 and €1,000,000 is equal to (€1,000,000 − price) ÷ €500,000.
| Price of the items transmitted | €500,000 | €600,000 | €750,000 | €900,000 | €1,000,000 |
|---|---|---|---|---|---|
| Portion of the capital gain exempt | 100% | 80% | 50% | 20% | 0% |
3. Calculation based on an agency sold for €180,000
Typical case
Situation. A 67-year-old freelance architect, who has been working alone in Lyon for 31 years as a sole proprietor, is selling his agency. €180,000 to a fellow member of the Order (price used as a calculation assumption). He built his clientele: the €160,000 clientele represents pure capital gain. The equipment, furniture, and IT equipment are sold for €20,000, at their net book value, therefore without capital gain: the total capital gain is €160,000, which we assume is entirely long-term. The sale is signed on June 30, 2027.
Issue. Without exemption, income tax is €160,000 × 12.8 % = €20,480 and social security contributions of €160,000 × 18.6 % = €29,760, that is €50,240 (27.9% of the price). The draft agreement stipulates that he will remain an employee of the acquired agency for 18 months and retain 20% of the acquiring company's assets. Employment, like any management position, is incompatible with Article 151 septies A; the 20% remains below the 50% threshold, but it must be monitored for 3 years.
Strategy. It replaces salaried employment with a non-salaried consulting role, permitted by the French tax authorities (BOFiP) subject to the rules governing combining work and retirement benefits. The entire agency (clientele, equipment, lease, and staff) is sold, not just the client base, and a tripartite addendum with each project owner is planned for ongoing projects, as recommended by the CNOA guide. Regarding the timeline, the CIPAV (Interprofessional Pension and Old-Age Insurance Fund) starts the pension on the first day of the month following the application: an application submitted on September 12, 2027, will result in a pension starting on October 1, 2027, 93 days after the sale. The deadline is June 30, 2029.
Result. Income tax: €0, either €20,480 saved. €29,760 in social security contributions still need to be set aside (or €27,520 at 17.2% %). The net amount is €150,240 (or €152,480), compared to €129,760 without exemption. Transfer costs and any business debts are not deducted.
| Sale price: €180,000 | Income tax | Social charges | What remains for the architect |
|---|---|---|---|
| No exemption applicable | €20,480 | €29,760 | €129,760 |
| Retirement within 24 months, entire agency, no further functions (151 septies A) | €0 | €29,760 (18.6 %) or €27,520 (17.2 %) | €150,240 or €152,480 |
| No retirement, entire agency taken over as is, price under €500,000 (238 quindecies) | €0 | Not confirmed | Between €150,240 and €180,000 |
Retirement therefore changes the outcome when the agency is not sold in its entirety or when the price exceeds €500,000. Let's consider the same agency that was sold. €650,000 Without retirement, full and identical carryover: the capital gain of €630,000 is exempt at 70% of % (€441,000), leaving €189,000 taxed at 12.8% of %, i.e. €24,192 of tax instead of €80,640. With retirement within 24 months, this €24,192 also disappears.
These calculations assume a fully long-term capital gain and that the equipment is sold at its net book value. Equipment sold for more than its book value generates a short-term capital gain, taxed according to the income tax scale and exempt under Article 151 septies A, like the rest. A sale concluded without respecting the conditions cannot be rectified: these conditions must be verified before signing.
4. What is specific to an architecture firm
- Current project management contracts. In the sale of a professional practice, contracts do not automatically transfer to the buyer. The CNOA guide recommends, in the absence of a transfer clause, a tripartite amendment between the seller, the buyer, and the client. Employment contracts, however, are transferred pursuant to Article L. 1224-1 of the French Labor Code. Public contracts issued to specific individuals may not be transferable.
- Registration of the buyer. The buyer must be registered with the Order of Architects or meet the conditions for holding capital; registration is done with the regional council of the Order, which maintains the register.
- Insurance. The architect takes out professional liability insurance and a ten-year structural warranty, which covers damage appearing within 10 years of the completion of the work. The CNOA guide indicates that the seller may be required to take out insurance covering disputes arising after the sale: the insurance contract should be reviewed before signing.
- Registration fees are the responsibility of the buyer. The cumulative rate is 0 % up to €23,000, 3 % from €23,000 to €200,000, and 5 % above that (BOI-ENR-DMTOM-10-20-20). On a value of €180,000, they reach a maximum of €4,710 (€2,520 between €23,000 and €107,000, then €2,190 between €107,000 and €180,000) if the entire price is taxed.
5. Five pitfalls to avoid before signing
- Missing the retirement deadline. The pension must begin within 24 months before or after the sale. With a sale on June 30, 2027, an application submitted on June 15, 2029, would grant a pension starting on July 1, 2029, one day after the June 30, 2029 deadline; therefore, the application must be submitted no later than May 2029. A three-year exception applied to departures from 2019 to 2021 that preceded the sale; this exception no longer applies.
- Remain an employee or manager of the acquired agency. Only self-employed consulting work is permitted. It falls under the rules for combining employment and retirement benefits of the Cipav pension fund, for which the application form includes a specific declaration.
- Keep more than 50 % from the acquirer. The threshold relates to voting rights and rights to profits, examined separately, at sale and during the 3 years that follow.
- To cede only part of the agency. The BOFiP (French Official Tax Bulletin) generally rejects Article 151 septies A when some of the assets used in the business are retained, and the lease alone does not qualify for the tax regime. For Article 238 quindecies, the transfer of clientele alone is excluded.
- Forget about social security contributions. The retirement exemption eliminates income tax, but not social security contributions (French Council of State, October 12, 2018, No. 401292). The rate must be confirmed by the chartered accountant before signing: the service-public.gouv.fr website displays 18.6% in its general sections and 17.2% in the box on retirement, and the CNOA guide uses 17.2%.
6. What if the architect practices in a company?
In an architecture firm subject to corporation tax, the partner does not sell a client base but rather... company shares. For a retiring executive, Article 150-0 D ter of the French General Tax Code (CGI) provides for a fixed allowance of €500,000 This applies to capital gains only, for income tax purposes. According to the tax authorities, the company must be a small or medium-sized enterprise that has been continuously operating for the 5 years preceding the sale; the manager must sell all their shares, have held them for at least one year, have managed the company with at least 25% of voting rights or profits for 5 years, and cease all management or employee functions within the company within 2 years before or after the sale. Form 2074-DIR is used to request this.
| Company shares (hypothesis) | Gain | Abatement | Taxable base | Income tax at 12.8 % | Social security contributions at 18.6 % |
|---|---|---|---|---|---|
| Gain of €160,000 | €160,000 | €160,000 | €0 | €0 (€20,480 saved) | €29,760 |
Social security contributions remain due on the gain before any allowance. The tax authorities indicate that the scheme has been extended until December 31, 2031 by Article 70 of the 2025 Finance Law; the instructions for the 2074-DIR tax return for 2025 income still give, for sales, the period from January 1, 2018 to December 31, 2024: the sale date should be verified before signing.
7. What to do with the capital after the sale?
In this typical scenario, the net capital is €150,240 before transfer fees, and the CIPAV pension only replaces part of the earned income. The investment addresses three needs: supplemental income, inheritance planning, and liquidity. Common solutions include: shares in real estate investment companies (SCPIs), life insurance and furnished rental property under the non-professional furnished rental scheme (LMNP). As a calculation hypothesis, a distribution of 4 % per year on 150,240 € would represent 6,010 € gross per year, and not a promise of return.
A payment on an individual retirement savings plan This is deducted from taxable profit according to the tax brackets, up to a limit equal to the higher of 10 % of the previous year's profit (capped at up to 8 times the Social Security ceiling) and 10 % of the previous year's Social Security ceiling. For a payment in 2027, this results in a minimum of €4,806 and a maximum of €38,448 (10 % of €48,060, then 8 times that amount). Any unused portion can be carried forward to the following 5 years (BOFiP of August 10, 2026). The long-term capital gain of 12.8 % is not subject to the tax brackets: this payment does not reduce the tax on it, but rather affects current profit. Details are available on our page PER deduction limit, and the other levers are brought together on our tax optimization page.
Frequently asked questions
Can an architect sell their client base?
Yes. The guide to transferring and taking over a practice published by the National Council of the Order of Architects indicates that the case law of the Court of Cassation allows the sale of a professional practice, subject to ethical rules, with the client's freedom of choice remaining a fundamental principle. The sale price is then taxed as a business capital gain, unless an exemption applies.
What is the time frame between the sale of the agency and retirement?
For Article 151 septies A, the pension must begin within 24 months before or after the sale, and the architect must have practiced for at least 5 years. It is the pension start date that matters, not the application date. At CIPAV, according to their application file, the pension takes effect on the first day of the month following the application.
Can we continue to advise the agency after the sale?
Self-employment within the acquired company, for example as a consultant, is permitted under the French tax authorities (BOFiP), subject to the rules governing combining employment and retirement benefits. However, holding a salaried or management position within the acquired agency disqualifies it from this exemption.
Are social security contributions due on an exempt capital gain?
Yes, regarding the retirement-related exemption: the tax authorities specify that these taxes remain due. On a capital gain of €160,000, they amount to €29,760 at 18.6% of the % tax rate or €27,520 at 17.2% of the % tax rate, two rates cited in the official information sheet on business capital gains. As for the exemption based on the sale price, the BOFiP (Official Bulletin of Public Finances) consulted does not address this point: it is checked before the sale.
How much does the architect receive after the sale?
In the typical case (agency sold for €180,000, €160,000 capital gain, before selling costs), the remaining amount is €129,760 without exemption and €150,240 with the retirement-related exemption, social security contributions at 18.6%; €152,480 at 17.2%. These are calculation assumptions, not a result to be used as is.
Our position
We do not intervene in the sale agreement, the amendments to the project management contracts, or the legal or accounting classification of the transaction: that is the responsibility of your lawyer and accountant. Our role begins before the sale, to coordinate the timeline between the sale, the end of your employment, and the start of your retirement, and continues afterward, to invest the capital with an income objective. We receive commissions on contracts taken out through our firm.
Book an exchange with Balmont Conseil
Alexis Sagnier, financial and real estate investment advisor, insurance broker, AMF certified. ORIAS 13003497. Updated on 28/10/2026.
Official sources consulted
- French Public Finances Directorate General, "I am selling my sole proprietorship to retire: is the capital gain taxable?" (updated 27/10/2026): impots.gouv.fr
- Directorate General of Public Finances, "As the head of a company subject to corporation tax, I am selling my shares to retire": impots.gouv.fr
- General Directorate of Public Finances, instructions for declaration 2074-DIR, 2025 income: impots.gouv.fr
- Service-public.gouv.fr Entreprendre, "Taxation of professional capital gains" (12.8 %, social security contributions of 18.6 % and mention of 17.2 % in the retirement box), verified on February 6, 2026: entreprendre.service-public.gouv.fr
- Service-public.gouv.fr, "Social security contributions on income from assets and investments" (18.6 % in 2026), verified on June 30, 2026: service-public.gouv.fr
- Service-public.gouv.fr Entreprendre, "Architect: conditions of access and practice" (Cipav, registration with the Order, insurance): entreprendre.service-public.gouv.fr
- BOFiP, BOI-BNC-CHAMP-10-10-10 (liberal professions taxed under BNC, including architects, § 30), version of 12/09/2012: bofip.impots.gouv.fr
- BOFiP, BOI-BNC-BASE-30-30-10 (short term and long term, 2-year duration, depreciation, rate of 12.8 %), version of 04/07/2018: bofip.impots.gouv.fr
- BOFiP, BOI-BIC-PVMV-40-20-20-10 (article 151 septies A: liberal activity, duration of 5 years), version of 11/05/2022: bofip.impots.gouv.fr
- BOFiP, BOI-BIC-PVMV-40-20-20-20 (article 151 septies A: transfer of all assets, lease rights, thresholds for small or medium-sized enterprises), version of 23/07/2025: bofip.impots.gouv.fr
- BOFiP, BOI-BIC-PVMV-40-20-20-30 (article 151 septies A: cessation of duties, self-employed activity, threshold of 50 %, retirement date), version of 23/07/2025: bofip.impots.gouv.fr
- BOFiP, BOI-BIC-PVMV-40-20-50 (article 238 quindecies: thresholds, coefficient, exclusion of customers only, absence of link, option), version of 23/07/2025: bofip.impots.gouv.fr
- BOFiP, BOI-ENR-DMTOM-10-20-20 (registration fees on transfers of business assets and customer bases), version of 19/06/2024: bofip.impots.gouv.fr
- BOFiP, BOI-IR-BASE-20-50-20, limits on the deduction of retirement savings contributions (version of 10/08/2026): bofip.impots.gouv.fr
- National Council of the Order of Architects, "Guide to the transfer and takeover of an architectural firm" (September 2025): architects.org
- Cipav retirement application file (pension takes effect on the 1st day of the month following the application; combining work and retirement), December 2024 edition: lacicav.fr
- Council of State, October 12, 2018, No. 401292 (social security contributions due on a capital gain exempt under Article 151 septies A).
- General tax code, articles 39 quindecies, 93 quater, 150-0 D ter, 151 septies A and 238 quindecies; labor code, article L. 1224-1.
