{"id":7647,"date":"2026-10-29T17:46:33","date_gmt":"2026-10-29T16:46:33","guid":{"rendered":"https:\/\/balmontconseil.com\/?p=7647"},"modified":"2026-10-29T17:46:33","modified_gmt":"2026-10-29T16:46:33","slug":"vente-fonds-commerce-restaurateur-retraite-plus-value-exoneration-2026","status":"publish","type":"post","link":"https:\/\/balmontconseil.com\/en\/blog\/vente-fonds-commerce-restaurateur-retraite-plus-value-exoneration-2026\/","title":{"rendered":"Does a restaurant owner who sells their business upon retirement pay capital gains tax?"},"content":{"rendered":"
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In summary\u2026<\/h2>\n

Not necessarily: a restaurant owner in sole proprietorship who sells their business \u20ac220,000<\/b>, Excluding walls, with a capital gain of \u20ac112,000 (including \u20ac32,000 on already depreciated equipment), would pay \u20ac19,840<\/b> income tax if he were not exempt from anything. Two exemptions bring him back to \u20ac0<\/b> : that according to the price<\/b> (Article 238 quindecies of the General Tax Code, total up to \u20ac500,000) and that related to the retirement<\/b> (Article 151 septies A, pension within 24 months before or after the sale). The recipes<\/b> (Article 151 septies) only partially exempts him here: \u20ac300,000 in revenue, between \u20ac250,000 and \u20ac350,000. Social security contributions (\u20ac20,832 at 18.6 %) still need to be provisioned, and the registration fees<\/b>, of \u20ac6,310, are owed by the\u2019buyer<\/b>, unless otherwise agreed.<\/p>\n<\/div>\n

1. Three possible exemptions for the sale of a restaurant<\/strong><\/h2>\n

Selling a restaurant business generates a capital gain: the sale price minus the original value. This gain is divided into two parts. The part that corresponds to the depreciation deducted<\/b> (Kitchen equipment, fixtures) is considered short-term and is added to income taxed at the progressive rate. The remainder, on non-depreciable assets held for more than two years (customer base, lease rights), is considered long-term and is taxed at the progressive rate. 12.8%<\/b> (Article 39 quindecies of the General Tax Code). Three mechanisms can eliminate income tax, and they are not based on the same condition:<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/th>\nAccording to the price (238 quindecies)<\/th>\nAccording to retirement (151 septies A)<\/th>\nAccording to the recipes (151 septies)<\/th>\n<\/tr>\n<\/thead>\n
What matters<\/td>\nThe sale price, including capital charges<\/td>\nRetirement<\/td>\nThe average of the pre-tax revenues of the two previous years<\/td>\n<\/tr>\n
Thresholds or deadlines<\/td>\nFull exemption up to \u20ac500,000, partial exemption up to \u20ac1,000,000, zero exemption beyond that<\/td>\nBoarding within 24 months before or after the sale<\/td>\nTotal up to \u20ac250,000, partial up to \u20ac350,000 (sale of food to be consumed on site)<\/td>\n<\/tr>\n
Duration of activity<\/td>\nminimum 5 years<\/td>\nminimum 5 years<\/td>\nminimum 5 years<\/td>\n<\/tr>\n
Effect on income tax<\/td>\nCapital gains exempt in proportion to the coefficient<\/td>\nShort- and long-term capital gains are exempt.<\/td>\nShort- and long-term capital gains are exempt in proportion to the rate<\/td>\n<\/tr>\n
Social charges<\/td>\nNot covered by the BOFiP consulted: to be verified<\/td>\nRemaining amounts due<\/td>\nThe remaining amount due is on the non-exempt portion.<\/td>\n<\/tr>\n
Cumul<\/td>\nWith retirement, yes; with the revenue, no.<\/td>\nWith the price and with the revenue, yes<\/td>\nWith retirement, yes; with the prize, no.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/figure>\n

Capital gains on buildings (the walls, if the restaurant owner owns them) are excluded from these exemptions: they are subject to their own rules. Only businesses subject to income tax are eligible for the revenue-based exemption: a restaurant operated as a company subject to corporation tax is subject to different rules.<\/p>\n

2. Calculation based on a restaurant business sold for \u20ac220,000<\/strong><\/h2>\n
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Typical case<\/strong><\/h3>\n

Situation.<\/b> A 64-year-old restaurant owner, who has been running his own business for 22 years, is selling his business. \u20ac220,000<\/b>, Excluding the building itself: the premises are leased under a commercial lease, and the leasehold interest is transferred. Calculation assumptions: the price is divided into \u20ac180,000 of intangible assets (customer base, brand, leasehold interest, liquor license) acquired for \u20ac100,000, and \u20ac40,000 of equipment and fixtures with a net book value of \u20ac8,000 (\u20ac78,000 original value less \u20ac70,000 in depreciation). The food and beverage inventory, valued at \u20ac12,000, is sold separately at cost. A \u20ac40,000 business loan remains outstanding. Average annual revenue is \u20ac300,000, and other taxable income for the year is \u20ac45,000 for one share. Retirement will begin seven months after the sale, and the individual will relinquish all responsibilities within the restaurant.<\/p>\n

Issue.<\/b> The capital gain is \u20ac112,000<\/b> \u20ac32,000 on equipment (\u20ac40,000 minus \u20ac8,000), in the short term since it remains less than the \u20ac70,000 in depreciation, and \u20ac80,000 on intangible assets (\u20ac180,000 minus \u20ac100,000), in the long term. Without exemption, the long-term portion costs \u20ac80,000 \u00d7 12.8 % = \u20ac10,240, and the short-term portion, added to \u20ac45,000 of income, is taxed at 30 % (tax bracket 2026 from \u20ac29,579 to \u20ac84,577): \u20ac9,600. That is \u20ac19,840<\/b> income tax, plus \u20ac20,832 in social security contributions at 18.6 %.<\/p>\n

Strategy.<\/b> He compares the three options. Based on revenue (Article 151 septies), \u20ac300,000 falls between \u20ac250,000 and \u20ac350,000: the exemption rate is (\u20ac350,000 \u2212 \u20ac300,000) \u00f7 100,000 = 50%, resulting in a tax of \u20ac9,920. Based on price (Article 238 quindecies), \u20ac232,000 (business assets and inventory, with inventory included in the value) is less than \u20ac500,000: the exemption is total, provided that a complete branch of activity is sold to a buyer with no connection to the original purchaser. According to the retirement scheme (Article 151 septies A), he meets the conditions: activity for more than 5 years, cessation of all functions, pension within 24 months, and less than 50% of the rights held by the purchaser. The purchase price and retirement benefits are cumulative, but the revenue is not. He retains both the retirement benefits and the purchase price and asks his accountant to verify that the business is indeed being sold as a complete branch of activity.<\/p>\n

Result.<\/b> Income tax: \u20ac0<\/b>, either \u20ac19,840 avoided<\/b>. After loan repayment and social security contributions, what remains is, \u20ac171,168<\/b> (Price \u20ac220,000 + inventory \u20ac12,000 - loan \u20ac40,000 - social security contributions \u20ac20,832), compared to \u20ac151,328 without exemption. These figures are before selling costs and before tax on current profits for the year of sale.<\/p>\n<\/div>\n

This calculation assumes a business without buildings, inventory sold at cost price, and all depreciation fully deductible. It uses only one share of the family quotient and does not take into account any discounts or other household expenses.<\/p>\n

3. What remains depending on the chosen path<\/strong><\/h2>\n
\n\n\n\n\n\n\n\n\n
Way<\/th>\nIncome tax<\/th>\nSocial security contributions (18.6 %)<\/th>\nThe restaurateur is left with the money (after taking out a \u20ac40,000 loan).<\/th>\n<\/tr>\n<\/thead>\n
No exemptions<\/td>\n\u20ac19,840<\/td>\n\u20ac20,832<\/td>\n\u20ac151,328<\/td>\n<\/tr>\n
According to the revenue (\u20ac300,000, article 151 septies)<\/td>\n\u20ac9,920<\/td>\n\u20ac20,832<\/td>\n\u20ac161,248<\/td>\n<\/tr>\n
According to the price (\u20ac232,000, article 238 quindecies)<\/td>\n\u20ac0<\/td>\nNot covered by the BOFiP consulted: up to \u20ac20,832<\/td>\nBetween \u20ac171,168 and \u20ac192,000<\/td>\n<\/tr>\n
According to retirement (article 151 septies A)<\/td>\n\u20ac0<\/td>\n\u20ac20,832, due<\/td>\n\u20ac171,168<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/figure>\n

The \u20ac19,840 difference between "no exemption" and the two exempt options corresponds exactly to the income tax on the two capital gains. Social security contributions remain unchanged upon retirement: the tax authorities indicate that they are still due on capital gains exempt under this provision, and the Council of State ruled on this matter on October 12, 2018 (no. 401292). The rate displayed by service-public.gouv.fr is 18.6%; the same document states 17.2% in the section on retirement. At 17.2 %, social security contributions would be \u20ac19,264 instead of \u20ac20,832 and \u20ac172,736 would remain: the article uses 18.6 % and the exact rate is confirmed by the chartered accountant before signing.<\/p>\n

4. Restaurant revenue: what category, what threshold<\/strong><\/h2>\n

For the revenue-based exemption, the first category applies to businesses whose main activity is selling goods, objects, supplies, and food for takeaway or on-premises consumption, or providing accommodation (BOFiP, BOI-BIC-PVMV-40-10-10-30). The text does not specifically mention restaurants: classifying a restaurant in this category requires validation by a chartered accountant. The thresholds are \u20ac250,000 for full exemption and \u20ac350,000 for no exemption, with a partial rate of (\u20ac350,000 - revenue) \u00f7 \u20ac100,000. If the restaurant owner carries out several activities within the same revenue category, the BOFiP adds their revenues together. The revenue used is the average, excluding VAT, of the two fiscal years preceding the sale.<\/p>\n

\n\n\n\n\n\n\n\n
Average annual revenue<\/th>\nExemption rate<\/th>\nIncome tax on \u20ac112,000 capital gain<\/th>\n<\/tr>\n<\/thead>\n
\u20ac240,000<\/td>\n100%<\/td>\n\u20ac0<\/td>\n<\/tr>\n
\u20ac300,000<\/td>\n50%<\/td>\n\u20ac9,920<\/td>\n<\/tr>\n
\u20ac350,000 or more<\/td>\n0%<\/td>\n\u20ac19,840<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/figure>\n

If the restaurant also sells services classified in the second category (catering, room rental), the thresholds fall to \u20ac90,000 for total exemption and \u20ac126,000 for zero: the classification of each receipt is done with the chartered accountant before quantifying.<\/p>\n

5. What's included in a restaurant price<\/strong><\/h2>\n