How to buy an existing business in France: the deal, taxes and residence

There are two ways to buy an existing business in France, and the choice is made at the very start. The first is a fonds de commerce: the going concern, with its customer base, sign, name, lease rights, equipment and stock. The seller keeps the legal entity, and the debts with it. The second is the company’s shares: the buyer gets everything at once, contracts and licences included, but also the debts and risks of past years.

The defining feature of a French deal over a fonds de commerce is that the money does not reach the seller on signing day. The price is held by a séquestre, a notary or a lawyer, while the publications run, creditors have their ten days to object and the buyer’s joint tax liability expires. In practice that is three to five and a half months, and paying around this procedure means risking paying twice.

A foreign buyer faces two more filters. Foreign investment control applies to sensitive sectors, and an ordinary restaurant, hotel or shop is not one of them. EU sanctions on Russian nationals are largely lifted by a residence permit in the EU, but not entirely: board positions at operators of critical infrastructure are closed to everyone except EU nationals.

Fonds de commerce or shares: what you are actually buying

When a fonds de commerce is bought, employment contracts transfer automatically under Article L1224-1 of the Labour Code, and so do the commercial lease and insurance policies. The former Article L141-1, which listed the mandatory statements in the contract, was repealed on 21 July 2019, yet it is still quoted out of habit. What remains is Article L141-2: seller and buyer initial a document showing month-by-month turnover between the last closed financial year and the month of sale. That is the first thing a sensible buyer reads.

The taxes on the deal

Registration duty on the purchase of a fonds de commerce is paid by the buyer, the seller is jointly liable, and the contract may allocate it differently. The rate is calculated on the price of the business (Article 719 CGI, service-public):

• Minimum. The duty cannot be less than €25.
• When to register. A private deed, without delay; a notarial deed, within one month (impots.gouv.fr).
• Rural areas. From 1 January 2026 Article 722 bis CGI reduces the 2% share to zero for purchases in France ruralités revitalisation zones, provided the buyer keeps the business running for five years.
• Shares instead of the business. Under Article 726 CGI a transfer of SARL shares is taxed at 3% with an allowance of €23,000 spread across the company’s shares; shares in an SAS or SA are taxed at 0.1%; shares in a property-rich company at 5% with no allowance.

Corporate tax and the permanent establishment risk are covered in the article on relocating a business and employees to France, and personal taxes in the article on taxes in France.

How the deal runs: séquestre, publication, objections

• Publication. The sale is published at the buyer’s initiative in a legal gazette and in BODACC within 15 days of the deed (Article L141-12 of the Commercial Code). Registration of the deed comes before publication.
• Creditor objections. Within 10 days of the last publication any creditor of the seller, even for a debt not yet due, may object to the price being paid out (Article L141-14). The landlord may not object in respect of current or future rent.
• Paying twice. A buyer who pays the seller without the publications is not discharged as against third parties (Article L141-17). That is why the money is held by a séquestre.
• Joint tax liability. Under Article 1684-1 CGI the buyer can be held jointly liable with the seller for tax on profits from running the business, but only up to the price paid. The period is 90 days from the filing of the results return. It drops to 30 days on three conditions: the transfer return was filed, the results return was filed on time and the seller was tax-compliant for the month before the handover.
• Filing deadlines. The tax office must be notified of the sale within 45 days, and the results return filed within 60 days of the first publication (Article 201 CGI).

Add those periods up and you get the usual picture: the money sits with the séquestre for three to five and a half months. That is not a delay in the deal but its normal course, and it is priced into the negotiations and into the plan for running the business.

Employees come with the business

Every ongoing employment contract continues between the new employer and the staff: length of service, terms and obligations pass to the buyer. Separately, French law requires employees to be told about the sale in advance. That is the loi Hamon rule, and it changed in 2026.

• A shorter deadline. Law No. 2026-403 of 26 May 2026 cut the advance information period from two months to one. The new wording of Articles L23-10-1 and L141-23 of the Commercial Code has applied since 28 May 2026 and covers sales concluded from 27 July 2026 (Légifrance, service-public).
• Who informs directly. Direct information is now required of companies that are not obliged to have a social and economic committee, meaning fewer than 50 employees. With 50 to 249 employees, the CSE is informed and consulted.
• The penalty. A civil fine of no more than 0.5% of the sale price, down from 2%, imposed by the court at the prosecutor’s request.
• Exceptions. A sale to a spouse, an ascendant or a descendant; conciliation and insolvency proceedings; cases where employees were already informed in the previous 12 months.

The commercial lease: no lease, no business

For a cafe, a shop or a hotel, half the value of the business is the right to the premises. A French commercial lease runs for at least nine years, the tenant may leave every three years, has a right of renewal and a right to compensation if renewal is refused, and the rent is reviewed every three years (service-public).

• The assignment cannot be banned. Article L145-16 treats as unwritten any clause preventing the tenant from assigning the lease to the buyer of the business. It is a matter of public policy.
• But consent may be required. The same rule does not prohibit a clause d’agrément: the parties may make the assignment subject to the landlord’s written consent. An unjustified refusal is overridden by the court, but that takes time, and the time is built into the deal.
• The seller’s guarantee. Where the assignment comes with the seller’s guarantee, the landlord must notify the seller of any default by the new tenant within one month, and may rely on that guarantee for only three years from the assignment (Article L145-16-2).

Licences: where the deal runs into formalities

• A bar and spirits. New licence IV permits are no longer issued in France: one can only be bought with the venue. A change of owner or operator is declared in writing to the town hall at least 15 days in advance. The operator must hold a permis d’exploitation: at least 20 hours of training, valid for 10 years. The licence lapses if the business has been closed for five years, and licence III is subject to a quota of one outlet per 450 residents of the commune (service-public).
• Taxis. Permits issued after Law No. 2014-1104 of 1 October 2014 cannot be transferred: they cannot be bought, last five years and are renewable (Article L3121-2 of the Transport Code). A holder of an older permit may present a successor for a fee after 15 years of continuous operation from issue, or 5 years from the first transfer.
• Pharmacies. The licence attaches to the premises and cannot be assigned separately from the business, and the buyer must be a qualified pharmacist registered in section A of the pharmacists’ order.

The foreign buyer: investment control and sanctions

Foreign investment control. A foreign investor means a foreign national, a French citizen living abroad, a foreign legal entity or a French company they control. Under the wording of Decree No. 2026-718 of 30 July 2026, applicable from 17 August 2026, authorisation from the Minister for the Economy is required on acquiring control, on crossing 25% of voting rights, and 10% for companies listed on a regulated market (CMF, Articles R151-1 onwards). It applies only to sensitive sectors: defence, critical infrastructure, media, strategic technologies. An ordinary restaurant, hotel or shop is not on the list. The timeline is 30 working days for phase one and another 45 for phase two, and silence means refusal; a prior opinion can be requested from the minister (Ministry for the Economy).

EU sanctions. Regulation 833/2014, as consolidated on 16 January 2026, bars EU banks from taking deposits of more than €100,000 from Russian nationals and from providing them with a range of financial services. Those bans do not apply to holders of a temporary or permanent residence permit in an EU or EEA country or Switzerland, and the same carve-out is repeated in the articles on trusts and other services (consolidated text). There is one exception worth knowing in advance: Article 5o bars Russian nationals from positions in the governing bodies of owners and operators of critical infrastructure, and there the carve-out covers only nationals of the EU, the EEA and Switzerland, so a residence permit does not help. In addition, EU companies more than 40% owned by Russian nationals report quarterly on transfers of more than €100,000 out of the EU.

Residence for the buyer

Buying an existing business counts as a reprise d’entreprise, and the card that fits is «talent – porteur de projet» under Article L421-16 of CESEDA: a master’s level degree or five years of comparable experience, a genuine and serious economic project, and at least €30,000 of funding for it. The card is issued for up to four years. The former Articles L421-17 and L421-18 were repealed by Law No. 2024-42 of 26 January 2024 and folded into L421-16, so texts still citing them are out of date.

• If you buy shares and become the company’s director, the «talent» card for a legal representative under Article L421-19 applies, also for up to four years, with a pay threshold set by decree.
• If the project is smaller, there is the one-year entrepreneur or self-employed professional card: no €30,000 threshold, but income at least at the level of the SMIC. Every ground with its conditions is in the article on the French residence permit, the talent passport categories in the article on the French talent passport categories, and the founder route in the article on the talent passport for entrepreneurs.
• Moving is not compulsory. French company law does not require a director to live in France: the business can be bought and run from abroad, with residence arranged separately and later.

What to check before the deal

• The initialled document showing month-by-month turnover between the last closed financial year and the month of sale.
• The lease: term, the next break date, any clause d’agrément, permitted use and renewal terms.
• Licences and permits: who the operator is, whether the business was ever closed, whether a permis d’exploitation exists.
• The staff: contracts, length of service, leave, obligations, and whether the loi Hamon information period was respected.
• The seller’s tax record: it decides whether joint liability lasts 30 days or 90.
• For a share purchase, a warranty over assets and liabilities with a clear cap and time limit.

Common mistakes

• Paying the seller directly, bypassing the séquestre and the publications, and paying a second time when creditors come forward.
• Assuming the staff stay with the seller: employment contracts transfer automatically.
• Not checking the clause d’agrément in the lease and discovering the landlord’s consent requirement after signing.
• Buying a bar expecting to obtain a new licence IV: none are issued, and an old one lapses after five years of closure.
• Buying a taxi permit issued after October 2014: it cannot be transferred.
• Buying shares with no warranty over assets and liabilities, and inheriting the company’s past.

A deal over a fonds de commerce is not only about the price: it is about how the money is settled, the lease, the licences and the deadlines that cannot be shortened. If you are looking at a specific business in France, describe your situation — we will review free of charge what to check and which residence route fits. How the same purchase works in Spain is covered in the article on how to buy an existing business or hotel in Spain.

Frequently asked questions

Is it better to buy a fonds de commerce or company shares in France?

With a fonds de commerce the seller’s debts do not transfer, apart from joint tax liability capped at the price, but the duty is higher: 3% up to €200,000 and 5% above. With shares everything transfers, past debts included, while the rate is lower: 3% in an SARL with a €23,000 allowance and 0.1% in an SAS. That is why shares are bought only with a warranty over assets and liabilities.

How much does buying a business in France cost in duties?

Registration duty is 0% up to €23,000, 3% from €23,000 to €200,000 and 5% above, with a €25 minimum. The buyer pays unless the contract says otherwise. From 1 January 2026 the 2% share is reduced to zero in France ruralités revitalisation zones if the business keeps running for five years.

Why is the price not paid to the seller straight away?

Because the sale is followed by publications, a ten-day window for creditor objections and the buyer’s joint tax liability, which runs 90 days or 30 where the returns were filed on time. A buyer who pays without the publications is not discharged as against third parties and risks paying twice, so the price is held by a séquestre, usually for three to five and a half months.

Do employees transfer when a business is bought in France?

Yes, all ongoing employment contracts continue with the new employer under Article L1224-1 of the Labour Code. On top of that, employees must be informed of the sale a month in advance: since 27 July 2026 the period has been cut from two months to one, and the fine for breaching it is up to 0.5% of the sale price.

Can a Russian national buy a business in France?

Yes. Ministerial authorisation is required only in sensitive sectors such as defence and critical infrastructure; an ordinary restaurant, hotel or shop is not among them. The EU sanctions on banking services do not apply to holders of a residence permit in the EU, the EEA or Switzerland, but positions in the governing bodies of critical infrastructure operators remain closed.

What residence permit does buying a business in France give?

The «talent – porteur de projet» card for up to four years: a master’s degree or five years of experience, a genuine project and at least €30,000 of funding. If you buy shares and become the company’s director, the «talent» card for a legal representative fits. The law does not require you to live in France in order to own the business.

Official sources

• Commercial Code, Articles L141-1 onwards — sale of a business; Labour Code, Article L1224-1; Articles L23-10-1 onwards — informing employees; service-public: what changed on 27 July 2026
• CGI, Article 719 — duty on a business; Article 726 — share transfers; Article 1684-1 — the buyer’s joint liability; Article 201 — filing deadlines
• service-public: buying a fonds de commerce; impots.gouv.fr: cession de fonds de commerce; service-public: commercial leases; Article L145-16; Article L145-16-2
• service-public: alcohol licences; Transport Code, Article L3121-2; CMF, Articles R151-1 onwards; Ministry for the Economy: foreign investment control
• EU Regulation 833/2014, as at 16 January 2026; CESEDA, Articles L421-16 onwards