Gift of shares in a SAS or SASU: the steps of the procedure

Donating shares in a SAS or SASU involves four steps: reviewing the articles of association, choosing the gift method, paying the transfer taxes, and then updating the company's records. The recipient is generally responsible for these taxes. One crucial point to note in the articles of association is that a gift made without respecting a pre-emption clause is void.

This page describes these steps based on the official information sheet from service-public.gouv.fr ("Gift of shares in a SAS / SASU," verified on September 9, 2026). For the exact form of the deed, the deadline, and the method for filing the declaration of a manual gift, it refers to official sources and a notary. It also does not address the potential taxation of the donor on capital gains, the value of the shares in the event of a split ownership, or the reduction of inheritance tax for a donor over 70 years of age.

Step 1: Read the articles of association before signing

The articles of association of a simplified joint-stock company (SAS) can regulate the transfer of shares. Three clauses are commonly found.

This reading is done before the act, not after.

Step 2: Choose between a deed and a manual gift

The document distinguishes between two methods: gift evidenced by a deed, and gift not evidenced by a deed, called manual gift.

The manual gift. It is effected by a simple transfer in the company's books, without any written document. It does not allow for certain standard provisions, such as the division of ownership rights. A separate agreement can be attached to specify the conditions.

Gift by deed. For a notarial deed, the notary registers the deed and settles the fees. The form of the deed to be used is confirmed with a notary before signing.

economie.gouv.fr indicates that a notary must intervene in certain cases: buildings and real estate rights, gifts between spouses (gift to the last surviving spouse) and gifts-partitions.

"Asset guarantees" and "liability guarantees". The information sheet describes these two guarantees. According to it, the "asset guarantee" allows the donee to be compensated when the declared company assets were overvalued, while the "liability guarantee" only covers debts. The sheet lists the details to be specified: reference date, duration, maximum amount, and minimum amount.

Step 3: Gift taxes

In principle, registration fees are the responsibility of the recipient. They are due from the day of the gift. For a notarized gift, they are paid by bank transfer to the notary. For a manual gift, they are paid at the same time as the declaration. According to information sheet R1224 on service-public.gouv.fr, the declaration must be made even if the gift is exempt from fees.

The recipient of a manual gift exceeding €15,000 can defer payment of the duties: they then pay them within one month of the donor's death (form 2734-SD, Cerfa 14579).

The deadline for declaring a manual gift and the method of filing should be checked with the official source (impots.gouv.fr) before filing.

Calculating rights

• A tax allowance of €100,000 applies between a parent and a child, usable only once over a period of 15 years per donor and per donee.
• After deduction, the scale in direct line is progressive: 5 % up to €8,072, 10 % up to €12,109, 15 % up to €15,932, 20 % up to €552,324, 30 % up to €902,838, 40 % up to €1,805,677, 45 % beyond.
• If the donor is under 70 years old, a 50% reduction in inheritance tax applies, subject to certain conditions. The information sheet mentions a commitment from the recipient to retain a certain number of shares for at least two years. The text of Article 790 of the French General Tax Code (CGI) should be consulted on Légifrance before making a decision.
• The Dutreil agreement exempts 75% of the value of the transferred securities, subject to the following conditions: a collective commitment of at least two years covering 17% of the financial rights and 34% of the voting rights of a non-listed company; an individual commitment to retain the securities for six years from the end of the collective commitment for transfers on or after February 21, 2026 (four years prior); and a management position held until the end of the retention commitment (collective or unilateral) and for three years following the transfer. The donee undertakes their own individual commitment.

These rules are detailed on dedicated pages on this site.

Step 4: Update the company

• Enforceability. According to the document, the gift becomes enforceable against the company from the date of registration of the transfer in the shareholders' accounts.
• Statutes. They are only amended if they mention the identity of the partners or their shares. In a simplified joint-stock company (SAS), the decision is recorded in minutes; in a single-member simplified joint-stock company (SASU), it results from a unilateral decision by the sole shareholder.
• Legal notice. A gift alone does not require it. If a statutory amendment is required, publication must occur within one month of the decision.
• Beneficial owners. A beneficial owner is a natural person who directly or indirectly holds more than 25% of the voting rights or capital. Any change in beneficial owners requires an application for amendment of registration, to be made within 30 days of the change (form F36703).

Numerical example (fictitious profile)

Situation. A 60-year-old mother, president of a simplified joint-stock company (SAS), gives her daughter shares valued at €320,000, in full ownership. Assumptions of this example: this is the first gift from this mother to her daughter in the last 15 years, the shares are not subject to a Dutreil agreement, and the conditions for the 50% tax reduction are met.

Issue. The tax liability depends on the available allowance, the applicable tax brackets, and the reduction. Omitting even one of these steps will skew the estimate.

Strategy. The firm reviews the articles of association, the method of gift and the timetable with the manager, her notary and her legal advisor, before any signing.

Result.

The daughter is responsible for the fees, unless otherwise agreed. This profile is fictitious. The result assumes that all conditions are met and maintained, and that the scale remains unchanged. It does not indicate any results for your family.

What changes depending on your situation

• The content of the statutes: approval, pre-emption, inalienability.
• The method of gift: manual gift or deed, with the stipulations that each allows.
• The relationship of kinship, because the allowances vary (for example €31,865 for a grandchild).
• Gifts already made to the same beneficiary over 15 years.
• The donor's age and the conditions for the 50 % reduction.
• The presence of a Dutreil pact and the date of the transfer, before or after February 21, 2026.

These factors determine the procedure applicable to your situation. No results are guaranteed.