Selling your sole proprietorship to a third party: the steps of the procedure, in order

Selling a sole proprietorship to a third party involves eight steps (a breakdown of this page), from defining the assets being transferred to the declaration of cessation. For sales concluded after July 27, 2026, employees must be informed one month before the sales contract is finalized, compared to two months previously. The information sheet states "as of July 27, 2026" and the news item "sales concluded after July 27, 2026": for a sale concluded on or after this date, please verify with the source.

This page follows the Service-Public Entreprendre fact sheet verified on 22/07/2026 and the news item of 23/07/2026. It does not concern micro-entrepreneurs. It does not address price valuation, non-resident sellers, or details of capital gains tax exemptions (a dedicated page exists).

The eight steps at a glance

Step 1: What you give up

The universal transfer of business assets (TUPP) is the default regime. This document describes the transfer of all assets, rights, obligations, and securities necessary for the business activity. It specifically covers the goodwill (customer base, brand name, lease rights, among other things). A debt can only be transferred with the creditor's written consent. Social security contributions and other debts are not included. A partial transfer, with the sale of individual assets, remains possible. The universal transfer is not valid if one of the parties has been declared personally bankrupt.

Step 2: Inform employees (sales concluded after July 27, 2026)

The news item on Service-Public Entreprendre links this change to Law No. 2026-403 of May 26, 2026 (Article 22). The text of the law has not been reviewed for this page. The two official pages describe the same changes to the deadline and the ceiling, but not in the same terms on two points, indicated below the table:

Two points to verify with the source. The fact sheet describes the sanction as damages, while the news article refers to it as a fine. For companies with 50 or more employees without a works council (CSE), the fact sheet stipulates direct notification of employees; the news article states that the procedure is limited to companies with fewer than 50 employees. This page does not provide a definitive answer.

In the absence of a collective agreement, the CSE has one month to issue its opinion.

The content. You announce your intention to sell and the possibility for employees to submit a takeover bid. All offers are communicated to the seller without delay; they do not take precedence over other offers.

The shape. Any method that provides a definite date of receipt is acceptable. The document mentions information meetings, posting notices, email, hand delivery, and service by a bailiff.

Special cases.

• If each employee has indicated their decision not to submit an offer, the sale can take place before the end of the one-month period.
• The information must be renewed if the sale is concluded more than two years after the first notification.
• The obligation does not apply if the company is subject to conciliation or collective proceedings, nor if employees have already been informed under the ESS within the 12 months preceding the sale.
• Employees who are informed are required to maintain confidentiality, under penalty of disciplinary action which may include dismissal.

Step 3: The municipality's right of pre-emption

If the property is located within a protected area for local commerce and crafts, you must submit a preliminary declaration to the town hall. The mayor has two months to exercise the right of pre-emption in favor of the municipality.

Step 4: The deed of transfer

A written agreement is mandatory. It must include the intangible and tangible assets transferred, the identity of the parties, the date and nature of the agreement, the price and its payment terms, the conditions of the commercial lease, and the agreement of the spouse if the transferor is married under the community property regime.

Since July 21, 2019, the origin of the business, any collateral, and the results of the last three fiscal years are no longer mandatory, but the information sheet deems it useful for a transparent transfer. For a commercial building of at least 1,000 m², an assessment of compliance with the energy consumption reduction obligation must be attached to the deed.

Step 5: Registration and the fee to be paid

The private agreement is registered immediately, while the notarial deed is registered within one month of signing. The filing includes two copies of the agreement, three copies of the business transfer declaration form, and three copies of a declaration of the condition of the equipment and goods being transferred, along with payment of the required fees.

Registration fees are calculated in tiers based on the price:

The registration fee cannot be less than €25. It is payable in cash up to €300, by check, or by bank transfer. In principle, the buyer bears the cost; the deed may stipulate that it be paid by the seller or shared. Sales of new goods are exempt from registration fees. According to the information sheet, if the sole proprietorship is treated as a single-member limited liability company (EURL) for corporate tax purposes, the transfer is treated as a transfer of company shares: 3% of the price, or 5% for companies whose assets consist primarily of real estate.

Steps 6 and 7: publish, then let the opposition run its course

You must publish a notice in the Bodacc (Official Bulletin of Civil and Commercial Announcements) or in a legal notice publication within one month of the transfer. Creditors then have one month from the date of publication to object to the transfer. According to the information sheet, the objection does not prevent the universal transfer of assets, which takes place once the objection period has expired.

The document therefore establishes that the public notice period begins from the date of the transfer, and places the transfer at the expiration of an objection period which itself begins from the date of publication. The interaction between these two periods should be verified with the source; this page does not resolve it.

Step 8: Cessation, result and VAT

The date of publication of the transfer in a legal notice publication serves as the starting point for three deadlines:

• the declaration of cessation of activity at the business formalities counter: 45 days; ;
• the income statement (no. 2031 for BIC, no. 2035 for BNC, no. 2065 for corporation tax): 60 days; ;
• the declaration and payment of VAT for transactions not yet declared: 60 days under the simplified actual regime, 30 days under the normal actual regime.

The cessation of business triggers the immediate taxation of profits earned since the end of the last completed fiscal year, and the payment of VAT on transactions not yet declared. According to the information sheet, the sale is exempt from VAT if it covers all the assets of the business and the buyer is themselves liable for VAT.

Added value: what the fact sheet says

Capital gains are classified as short-term or long-term depending on the nature of the assets sold and their holding period (the reference period in the information sheet is two years). Short-term capital gains are added to taxable income; taxation can be spread over three years in equal installments. Long-term capital gains are subject to income tax of 12.8%, plus social security contributions, the rate of which should be verified with the tax authorities on the date of the sale. A company subject to corporation tax is taxed at 25%.

Exemptions exist depending on the sale price, retirement, or annual revenue, subject to conditions, including five years of business activity. Details can be found on the page dedicated to capital gains exemptions.

Numerical example (fictitious profile)

Situation. Marc, 58, runs a local business as a sole proprietorship (8 employees, standard VAT regime). He is selling his business for €350,000 to a buyer.

Profile assumptions.

• Private agreement signed, therefore sale concluded, on 15/03/2027; publication in a legal notices medium on 22/03/2027 (supposed date).
• The price of €350,000 was allocated entirely to the fund: no part was allocated to new goods, which were exempt from registration fees.
• Business subject to income tax, without assimilation to a limited liability company subject to corporation tax (which would give 3 % of the price according to the sheet).
• No CSE (8 employees, direct information to employees), fund outside safeguard scope, sale of the entire fund.
• Deadlines are calculated in calendar days, without any possible postponement.

Issue. What deadlines must be met, and how much does registration cost?

Strategy. Establish the timeline starting from the signing and publication dates, then calculate the fee tranche by tranche. No transfer date is specified: the document places it at the expiry of the objection period (see step 7).

Result.

May 6, 2027 is Ascension Thursday, a public holiday. The information sheet does not mention any rules for postponing the date; therefore, this date should not be considered definitive and should be verified with the source.

The registration fee amounts to €12,810 €5,310 on the portion between €23,000 and €200,000 (€177,000 at 3 %) and €7,500 above €200,000 (€150,000 at 5 %), representing 3.66 % of the price. In the event of failure to inform employees, the penalty is capped at 0.5 % of the sale amount, i.e., €1,750 here, compared to the €7,000 cap of 2 % applicable before July 27, 2026 (the document refers to damages, the current situation is about a fine).

Marc is a fictional profile; price, staffing levels, and dates are hypothetical. The figures illustrate the procedure.

What changes depending on your situation

• Your workforce size and the presence of a Works Council : who is informed (to be verified with the source for 50 employees and more without a CSE).
• Your business model : income tax, or assimilation to a single-member limited liability company (EURL) for corporate tax purposes.
• The scope of the sale : transfer of all assets or partial transfer.
• The location of the fund : backup perimeter or not.
• Your VAT regime : simplified real or normal real.
• The capital gain : nature of the assets, holding period, applicable exemptions.

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