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Transfer Shares in an EURL(French Sole-Shareholder Limited Liability Company)
Change ownership in your EURL with confidence. Our French corporate lawyers and paralegals handle the entire share transfer process — from drafting the transfer deed to updating the company’s bylaws, preparing tax filings, and securing registration with the Commercial Court Registry.
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What is a Share Transfer in an EURL?
A share transfer (cession de parts sociales) occurs when the sole shareholder of an EURL decides to sell, donate, or otherwise transfer their company’s shares to another person or entity. This operation effectively changes ownership and can convert the company into a multi-member SARL if more than one shareholder results from the transaction.
A properly executed transfer is essential to ensure legal validity, compliance with the French Commercial Code, and smooth recognition of the new shareholder by the authorities and partners.
Advantages:
Business continuity: the company remains active under the same registration; no need to dissolve or recreate it.
Flexibility: ownership can be changed through a private agreement, notarized act, or gift, depending on circumstances.
Tax optimization: specific tax regimes may apply to family transfers or corporate reorganizations.
Credibility preserved: the EURL retains its legal personality, contracts, and tax identification.
Opportunity for restructuring: a share transfer can be used to prepare succession, merger, or entry of new partners.
A carefully structured share transfer ensures the company’s stability while reflecting a new ownership balance that complies with French law.
How to Transfer Shares in an EURL in France?
With FrenchCo.lawyer, the transfer of EURL shares is handled securely and efficiently — from negotiation to official registration.
Initial Review and Legal Feasibility
We analyze your company’s bylaws, assess any restrictions on transfers, and confirm that the transaction meets French commercial and tax requirements.
Drafting the Share Transfer Agreement
Our lawyers prepare the deed of transfer (acte de cession de parts sociales), ensuring it clearly sets out the price, effective date, and guarantees between seller and buyer.
Approval and Signature Formalities
Even though an EURL has only one shareholder, the transfer requires a formal approval process and the preparation of minutes (procès-verbal) acknowledging the change in ownership.
Registration and Tax Declaration
The transfer deed must be filed with the French tax authorities for registration and payment of applicable transfer duties. We handle all tax declarations and ensure compliance with valuation rules.
Filing with the Commercial Registry
Finally, we update the company’s RCS registration to reflect the new shareholder and file any necessary amendments to the bylaws. You receive an updated Kbis extract confirming completion.
Why Choose FrenchCo.lawyer?
Our bilingual team of registered French lawyers and trained paralegals specializes in share transfers and corporate restructuring. We ensure every step — from contract drafting to registry filing — complies with French law and protects your commercial and tax interests. We combine precision, speed, and confidentiality to help you transfer ownership without disruption to your company’s operations.
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What We Need From You to Transfer Shares in Your EURL ?
To manage your share transfer efficiently, please provide:
Company Information
Current Kbis extract, bylaws, and list of shareholders (if any updates were made since creation).
Transferor (Seller) Details
Identity documents, address, and proof of ownership of the shares.
Transferee (Buyer) Details
Identity or company documents for the acquirer, plus address and contact details.
Share Transfer Terms
Price, effective date, method of payment, and whether the transfer is for sale, donation, or reorganization.
Supporting Documents
Any agreements or valuation reports related to the transaction.
And Then?
Once all documents are gathered, our lawyers prepare and file everything required with the French tax office and the Commercial Court Registry. You’ll receive a registered transfer deed and an updated Kbis showing the new shareholder, ensuring full legal effect and corporate continuity.
Transfer Shares in an EURL – Simple Process, Clear Budget
Flat legal fee starting from €890 excl. taxes*
Additional mandatory costs: transfer registration duties + legal gazette publication (if required) + court registry fees
No hidden costs, no unpleasant surprises.
Our commitment:
No upselling or unnecessary “packages”
No reseller intermediaries
Only genuine legal work carried out by qualified professionals
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Share Transfer Procedures
Fast and reliable execution: From drafting the share transfer agreement to registration with the French Commercial Registry, we handle every step swiftly and accurately.
Legally compliant documentation: Every document meets French corporate and tax regulations for EURL share transfers.
Protective legal drafting: We secure both seller and buyer interests while ensuring the company’s continued legal and financial stability.
High professional standards: All procedures are overseen by licensed French lawyers, ensuring full compliance and accountability.
Let us take care of your company’s share transfer formalities —
so you can focus on running and growing your business in France
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Understanding the Transfer of Shares in an EURL
Can shares of an EURL be transferred?
Yes.
Although an EURL (Entreprise Unipersonnelle à Responsabilité Limitée) has only one shareholder, its shares (parts sociales) may be transferred—either to another person or company, or to a future co-owner if the EURL evolves into a multi-member SARL. The transfer may occur for value (sale) or without value (gift, succession, or contribution to another company).
However, because the EURL is governed by the rules of the SARL (Commercial Code, Articles L.223-14 to L.223-31), share transfers must comply with strict formalities to be valid and enforceable.
Who can receive shares in an EURL?
The transfer of shares can be made to:
- A natural person or a legal entity, French or foreign.
- An heir or beneficiary, in case of death of the sole shareholder.
- A new partner, when converting the EURL into a SARL with several shareholders.
No nationality restrictions apply: foreign persons or entities may freely acquire EURL shares, subject to compliance with anti-money-laundering (AML) and foreign investment controls for certain regulated sectors (e.g., defense, security, critical technologies).
Does the transfer require approval (agrément)?
Not when the EURL still has a single shareholder.
The transferor being the sole owner, no approval from a general meeting is necessary.
But once the company has more than one shareholder—that is, if the EURL transforms into a SARL—transfers to third parties are subject to prior approval by the majority of shareholders representing at least half of the shares (Article L.223-14).
If the transfer is to a spouse, ascendant, or descendant, the approval procedure may be waived by the bylaws.
What documents are required to transfer shares in an EURL?
A valid transfer of shares requires a written document, under private signature or notarized form, including at minimum:
- The identity of the transferor and transferee,
- The number and nominal value of the shares transferred,
- The price and payment terms, if applicable,
- The date of effect of the transfer,
- The acceptance by the transferee.
In addition, supporting documents are often needed:
- Updated bylaws reflecting the new ownership,
- Proof of payment or valuation of he shares,
- Shareholder register update,
- Management report (if transformation into a SARL),
- Kbis update filing with the Registre du commerce et des sociétés (RCS).
What formalities must be completed after the transfer?
- Registration of the transfer deed
The deed must be filed with the Service des impôts des entreprises (SIE) within one month of signing, accompanied by payment of registration duties. - Amendment of the articles of association
If the transferee becomes the new sole shareholder, the bylaws must be updated to reflect this. - Filing with the RCS
A declaration of change of sole shareholder (and possibly manager) must be filed with the Greffe du Tribunal de commerce. The RCS then issues an updated Kbis extract identifying the new owner.
Publication
A notice must be published in a legal gazette (journal d’annonces légales), summarizing the transfer and new shareholder identity.
What taxes apply to the transfer of EURL shares?
The transfer of EURL shares (parts sociales) triggers registration duties calculated under Article 726 of the French Tax Code:
- 3% of the transfer price,
- Deducting a proportional allowance: €23,000 × (number of shares transferred ÷ total number of shares).
For example, if 100% of the shares are sold for €100,000, the taxable base is €77,000 (€100,000 − €23,000), resulting in €2,310 in transfer duty.
When the transaction qualifies as a gift or inheritance, it is subject to the usual donation or succession taxes, based on the relationship between transferor and transferee.
Are there exceptions or specific cases to consider?
Yes — several special rules apply:
- Transfers between spouses or within family:
Often exempt or subject to reduced duties. - Transfers to a company:
When the EURL shares are contributed to another company in exchange for securities, the operation may benefit from tax deferral (Article 150-0 B CGI) if the transferor commits to retaining the securities. - Transfers abroad:
If the transferee is a non-resident, the transaction must comply with foreign investment regulations (particularly in sensitive sectors) and may trigger withholding obligations for French tax purposes. - Death of the sole shareholder:
Shares are automatically transmitted to the heirs. They may continue the company (if they agree unanimously) or dissolve it. If one heir continues alone, the EURL survives with that heir as new sole shareholder.
Can the EURL be converted into another structure after a share transfer?
Yes.
When shares are transferred to several persons, the EURL automatically becomes a SARL (Société à Responsabilité Limitée) with multiple shareholders.
This transformation does not create a new legal entity—it’s a change of form, preserving the company’s rights, contracts, and tax identity. The bylaws must simply be amended to comply with SARL rules.
Can the manager of the EURL be changed during a share transfer?
Yes, if the new shareholder decides to appoint another manager (gérant).
The change must be formalized in a management decision, filed with the RCS together with the transfer documentation.
If the transferor was both sole shareholder and manager, the transferee must decide whether to retain or replace them. The registry will update the public record accordingly.
How long does the share transfer process take?
On average, two to four weeks, depending on document availability and registry processing times:
- Drafting and signing of the transfer deed;
- Payment and registration with tax authorities;
- Publication of the legal notice;
- Filing at the Greffe;
- Issuance of new Kbis extract showing the updated shareholder.
Delays can occur if supporting documents are incomplete or if tax verification is required.
Can a lawyer assist with an EURL share transfer?
Absolutely — and it is strongly recommended.
A lawyer ensures:
- Compliance with corporate and tax formalities;
- Verification of ownership, valuation, and capital structure;
- Drafting of the transfer deed and any related agreements (e.g., guarantee of assets and liabilities);
- Communication with the RCS and tax authorities;
- Securing the transaction legally and fiscally.
This professional support prevents invalid or costly mistakes and ensures that the transfer is enforceable and recognized by French authorities.
Have a Question?
Contact our French Corporate Lawyers
for an Initial Free Consultation about transferring EURL shares.
Transfer Shares in Your French EURL
Let our French lawyers & paralegals
handle the entire share transfer process — from drafting the deed to registration.
More About Transfer Shares in EURL
Can legal entities be shareholders?
Yes. French companies can be wholly or partly owned by other companies (French or foreign).
This is common for subsidiaries and group structuring because it provides clear control, tax planning options under IS, and full legal separation with its own Kbis, bank account, and liabilities.
What documents will I need?
Typically:
- Shareholder IDs and proof of address
- Registered office proof (lease, deed, or domiciliation contract)
- Officer ID and proof of residence (special attention if non-resident)
- Capital deposit evidence (bank/notary certificate; valuation for in-kind)
- Beneficial ownership information
- Draft articles and legal notice
Do I need statutory auditor?
Most SAS/SARL do not require an auditor at creation. Appointment becomes mandatory if thresholds (size/turnover/balance sheet, or group criteria) are exceeded or specific legal events occur. Many SMEs incorporate without one and appoint later if needed.
How long does the transfer take?
Once the transfer deed is signed and the necessary filings are submitted, the registration and update at the Registry generally take 5–10 working days, depending on the local Greffe du Tribunal de Commerce.
Can I transfer shares remotely?
Yes. Our lawyers can handle the entire share transfer process remotely — from drafting and signing the deed to electronic filing and delivery of the updated Kbis extract.
What are the typical costs?
The costs depend on whether the transfer is between individuals or between companies, and whether capital gains or registration duties apply. Legal fees and registry costs are fixed transparently in advance — no hidden charges.
What about beneficial ownership (UBO) and compliance?
Following the transfer, the UBO (Ultimate Beneficial Owner) declaration must be updated with the new shareholder’s details. This ensures compliance with French anti-money-laundering (AML) and transparency regulations.
Can I change legal form later?
Yes, an EURL can later be converted into an SARL or SAS if the company grows or new shareholders join. Our lawyers can assist with the restructuring and ensure a seamless transition.
