Transfer of SAS shares: formalities and clauses to check before signing

A written agreement is not mandatory for the transfer of shares in a simplified joint-stock company (SAS) or a single-member simplified joint-stock company (SASU), but the articles of association govern many aspects. A transfer made in violation of the approval clause or the pre-emption clause is void. If the sale involves more than 50% of the share capital, employees must be informed at least one month before signing, for transfers concluded on or after July 27, 2026. The registration fee is 0.1% of the transfer price.

This page follows the official information sheet on the transfer of shares in SAS or SASU companies (verified on 22/07/2026). It does not cover: income tax return forms, non-resident transferors, details of capital gains tax (dedicated page), nor all the conditions for informing employees: check these before signing.

SAS or SARL: three differences to know

Step 1: Inform employees before signing

The disclosure obligation applies to transfers involving more than 50% of the share capital. Since July 27, 2026, the rule is as follows:

• the information must be provided no later than 1 month before the signing of the transfer, compared to 2 months for transfers concluded before that date; ;
• In a company with 50 or more employees and a works council (CSE), only the works council is informed and consulted. In the absence of a collective agreement, it has one month to issue its opinion; ;
• Offers from employees are not given priority over other acquisition offers; ;
• the sale must take place no later than 2 years after the expiry of the information period.

According to the information sheet, it does not apply in several cases: transfer to the benefit of the spouse, an ascendant or a descendant, company in conciliation, safeguard, accelerated safeguard, reorganization or liquidation proceedings, information already provided under the social and solidarity economy within 12 months.

In the event of a lack of information, the judge may award damages of up to 0.5 % of the sale amount, compared to 2 % before July 27, 2026.

Step 2: Read the articles of association.

Review the articles of association before seeking a buyer. The document lists three clauses.

In the event of a refusal of approval, the consequences are those provided for in the articles of association. The repurchase price is set by mutual agreement between the parties; in the event of disagreement on the value, the transferor and the transferee may jointly appoint an expert.

Step 3: Set the price

Three valuation methods are cited: asset-based, comparative, and profitability-based. The price must be determined or determinable; a price supplement dependent on future factors is possible. A price that is clearly fictitious or derisory may render the sale void.

The agreement may include an asset and liability clause, which covers debts and risks incurred prior to the transfer and the value of the assets. This clause may be partial or comprehensive. The information sheet cites, as an example, a term of between 3 and 5 years.

Step 4: Sign and make the assignment enforceable

Drafting a deed is not mandatory. However, this guide recommends it to secure the terms of the transfer. The deed should specify, in particular, the parties involved, the shares, the sale price, and the payment terms.

The signature may be handwritten or electronic; a scanned signature may be contested. The transfer becomes enforceable against the company upon its recording in the shareholders' accounts.

Step 5: Register and pay the fees

The tax is 0.1 % of the sale price, with a minimum of €25. The rate is 5 % for a company whose assets consist primarily of real estate. The tax is generally payable by the buyer, unless otherwise agreed.

The information sheet also mentions a €500,000 allowance on the value of the shares, subject to certain conditions, notably for a sale to an employee on a permanent full-time contract for at least two years, an apprentice, or a family member (spouse or civil partner, direct ascendants or descendants, siblings). The buyer must, in particular, continue the business activity for five years following the sale. The seller must generally have held the shares for more than two years (no waiting period if they acquired them free of charge), and the company must be engaged in a commercial, industrial, craft, agricultural, or professional activity. Do not confuse this with the fixed €500,000 allowance for a retiring business owner, which applies to the seller's capital gain.

Step 6: Articles of association, Kbis extract and beneficial owners

• Statutes. They must be amended if the article concerning the distribution of capital mentions the identity of the shareholders or the number of shares held by each. In a simplified joint-stock company (SAS), the decision is made at a general meeting according to the articles of association, with a minimum simple majority. In a single-member simplified joint-stock company (SASU), the sole shareholder decides alone. The transfer of shares does not change the amount of share capital.
• Legal notice and Kbis extract. The transfer itself does not need to be included in the legal notice, which is only required for a statutory amendment subject to publication, within one month of the decision. The partners are not listed on the company registration extract.
• Beneficial owners. The declaration must be updated when an individual acquires or loses control of the company, for example, when their shareholding exceeds 25% of the capital or voting rights. The amendment request must be made within 30 days of the change. The regulations stipulate a fine of €200,000 for the legal representative (or the person responsible for the formalities), and a fine of up to €1,000,000 for the company. The six-month prison sentence has been abolished since May 28, 2026.

The seller's capital gain, in brief

For an individual, capital gains are generally subject to a flat tax of €31.40 (%): €12.80 (%) income tax and €18.60 (%) social security contributions. If the progressive tax scale is chosen, the social security contributions of €18.60 (%) remain due. With the progressive tax scale option, a tax allowance may apply to shares acquired before January 1, 2018; social security contributions are then calculated on the entire capital gain. A retiring SME manager may, under certain conditions, benefit from a fixed allowance of €500,000 for sales completed up to December 31, 2031. The conditions are detailed in the official information sheet and on the dedicated webpage; the example below does not take them into account.

Capital gains are declared on the income tax return for the year following the sale. A capital loss is not subject to tax; any excess can be carried forward to offset capital gains in the following 10 years.

Numerical example (fictitious profile)

Situation. Marc, the fictitious president of a 14-employee service company, sells 100 of his shares to an unrelated buyer. Sale price: €1,800,000. Cost price: €300,000. He informs his employees on November 10, 2026, and plans to sign the agreement on December 15, 2026.

Issue. In what order and by what dates should actions be taken? What are the costs of the duties, and the capital gains tax under the flat-rate tax?

Strategy. He rereads the statutes, informs the employees, signs, registers the deed, then updates the register and the beneficial owners.

Result.

For comparison, the same transfer of 100 % of SARL shares would incur a duty of 3 % on the price reduced by €23,000, i.e. €53,310.

This profile is fictitious. The dates are hypothetical, and the calculation of one-month deadlines is accurate. The calculation does not take into account any allowances or the option for the progressive tax scale. The total of €471,000 corresponds solely to the flat-rate withholding tax described above: it does not necessarily represent all the taxes due, which should be verified with the tax authorities based on your specific situation. The figures illustrate the mechanism and do not predict your individual circumstances.

What changes depending on your situation

• The share of capital transferred : beyond 50 %, employee information applies.
• The content of your statutes : approval, pre-emption, inalienability.
• The buyer : an employee or a close relative may be eligible for a tax reduction.
• The nature of society : the rate of 5 % targets real estate predominance.
• The type of transferor : natural person or company.

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