Registration Duties on the Transfer of Shares in a French SARL: Rules, Rates, and Filing Procedures

Transferring shares in a French company — particularly a SARL (Société à Responsabilité Limitée) — does not only involve contractual and corporate formalities. It also gives rise to fiscal obligations, most notably the payment of registration duties (“droits d’enregistrement”) to the French tax authorities.

Whether the transfer is recorded by a notarial deed, a private written act, or even without any formal document, it remains subject to registration and taxation under Articles 635 and 726 of the French General Tax Code (CGI).

This article provides a complete, practical guide on the registration process, the calculation of duties, exemptions, and examples to help you understand the French tax rules applicable to share transfers — particularly those concerning SARL companies.

1. Mandatory Registration of Share Transfers

Under French law, all transfers of company shares are subject to registration, whether or not they are recorded in writing.

According to BOFiP-ENR-DMTOM-40-10-10 (§130, 12 Sept. 2012), any transfer of shares (cession de parts sociales) — whether evidenced by a notarial deed or by private agreement — must be declared and registered within one month of the transfer date.

✅ If the transfer is recorded in a notarial deed

The notary is responsible for filing the act and paying the registration duty. The deed is registered at the local tax office (Service des Impôts) where the notary’s office is located.

✅ If the transfer is made under private signature or without an act

In this case, the seller (cedant) or the buyer (cessionnaire) must file a special declaration using form no. 2759 at the tax office of one of the parties’ domicile.

If both parties reside abroad, the declaration must be sent to the Service des Impôts des Non-Résidents (CINR), TSA 50014, 10 rue du Centre, 93465 Noisy-le-Grand Cedex, France.

Registration becomes effective only upon payment of the relevant duty.

2. Online Registration: A Modern Option

Since 2022, the French tax administration has made available an online registration platform via impots.gouv.fr, initially limited to private individuals and since 2023 also accessible to professionals.

This service allows users to declare share transfers not evidenced by a written act, that is, transactions that have not been recorded before a notary or by private deed.

Transfers eligible for online declaration include:

• Shares in companies not divided into shares, such as SARL, EURL, SNC, SCS, SCP, and civil companies;

• Transfers of shares or equivalent securities in SA, SAS, or SCA companies;

• Transfers of interests in entities with a real estate predominance (such as real estate holding companies);

• Transfers of sole proprietorships that have opted for taxation as an EURL or EARL.

Where a specific tax regime or exemption applies (for instance, mergers, intra-group operations, etc.), a paper form 2759 must still be submitted manually.

3. Content of the Transfer Deed or Declaration

To ensure valid registration, the act of transfer (or declaration in absence of an act) must contain the following mandatory information:

• Identification of both parties (seller and buyer);

• Legal form, corporate name, and registered office address of the company;

• SIREN number of the company’s main establishment;

• Indication whether the company is or is not real estate–dominated;

• Number of shares transferred and total number of shares issued by the company;

• Transfer price, including any charges or obligations assumed by the buyer;

• The allowance (abattement) applicable to the transaction;

• The taxable base after allowance, which determines the registration duty amount.

4. How to Calculate Registration Duties on Share Transfers

a) The general rate: 3% after a €23,000 allowance

Transfers of shares in companies not divided into shares, such as SARL or EURL, are subject to a 3% registration duty, applied to the net transfer value after deduction of an allowance.

This allowance is calculated according to Article 726, 1.1° bis of the CGI.

Step 1 – Calculate the allowance per share

€23,000 ÷ total number of shares issued by the company.

Step 2 – Multiply by the number of shares transferred

Allowance = (23,000 × number of shares transferred) ÷ total number of shares.

Step 3 – Deduct the allowance from the sale price

Taxable amount = transfer price – allowance.

The formula commonly used by the tax administration (BOFiP-ENR-DMTOM-40-10-20, §90, 28 Apr. 2017) is:

Taxable base = Transfer price (or fair market value if higher) – (23,000 × shares transferred / total shares)

The minimum registration duty payable is €25, even when the calculated amount is lower (Article 674 CGI).

💡 Example: Standard SARL share transfer

A company’s capital is divided into 1,000 shares.
One shareholder sells 300 shares for €75,000.

1. Allowance per share: €23,000 ÷ 1,000 = €23

2. Total allowance: €23 × 300 = €6,900

3. Taxable amount: €75,000 – €6,900 = €68,100

4. Duty: 3% × €68,100 = €2,043

Thus, the registration duty payable is €2,043.

b) Companies with real estate predominance

If the company is mainly engaged in real estate (a “société à prépondérance immobilière”), the applicable duty rises to 5%, without any allowance.

This higher rate reflects the economic equivalence between transferring such shares and transferring real property itself.

The Finance Act of 2024 reinforced reporting requirements for these transfers as part of France’s campaign against tax fraud (Law no. 2023-1322, 29 Dec. 2023, CGI art. 726, III).

5. Transfers Involving Split Ownership (Démembrement de propriété)

The 23,000-euro allowance also applies when the transferred shares are split into usufruct and bare ownership.

When the usufruct is sold by one person and the bare ownership by another to the same buyer, only one allowance of €23,000 is granted (BOFiP, §100, 28 Apr. 2017).

Example

A 67-year-old shareholder transfers the bare ownership of 150 shares (retaining usufruct).
The fair value of the transferred rights, under Article 669 CGI, is estimated at 65% of €45,000 = €29,250.

1. Allowance per share: €23,000 ÷ 1,000 = €23

2. Allowance for 150 shares: €23 × 150 = €3,450

3. Taxable base: €29,250 – €3,450 = €25,800

4. Duty: 3% × €25,800 = €774

6. Determining the Taxable Base

Under Article 726, II of the CGI, registration duties are based on:

“The sale price expressed in the act, increased by any charges that increase the price, or the fair market value if higher.”

a) Charges to be added

Charges include any debts or obligations imposed on the buyer by the seller.
However, company debts (social liabilities) are excluded, since they belong to the company’s balance sheet, not the shareholders’ personal assets (Cass. com., 1 Mar. 1982, no. 80-10325).

If the sellers had personally guaranteed company debts, and the buyer assumes these obligations, the buyer is considered to have granted the sellers an indirect financial benefit, which increases the taxable price (BOFiP §70).

b) Current-year profits

If the transfer occurs during a financial year and the buyer receives a share of profits already generated, only the value of the shares excluding profits is taxable.
The profit portion must be separated from the share price (BOFiP §60).

c) Losses

Unallocated losses are considered part of the company’s liabilities, not a debt owed by shareholders (Cass. com., 13 Nov. 2003, no. 01-14062).

d) Current account repayment

When the buyer repays the seller’s partner’s current account (compte courant d’associé), this is considered a transfer of receivable, not a share transfer.
It is therefore subject only to a fixed €125 duty (CGI art. 680).

7. Valuation of Shares for Tax Purposes

For unlisted companies like SARL, the valuation of shares must reflect the real market value, taking into account all relevant factors — financial statements, assets, profitability, and liabilities.

If the declared value appears underestimated, the tax administration may substitute its own valuation and recalculate the registration duties accordingly (BOFiP §50).

Where the transfer is made gratuitously (for example, between family members), the authorities can requalify it as a gift and apply gift tax rates instead of the 3% duty (Cass. com., 16 Jan. 2001, no. 98-1238).

8. Exemptions from Registration Duties

Certain transfers are exempt under Article 726, II of the CGI, notably:

• Transfers to a company buying back its own shares for employee savings plans (PEE);

• Transfers involving companies under safeguard or judicial reorganisation;

• Transfers within the same tax group (Article 223 A CGI) or between affiliated companies (Article L.233-3 of the Commercial Code);

• Transfers under mergers, spin-offs, or partial asset contributions (Articles 210 A and 210 B CGI);

• Transfers related to employee buyouts under Articles 220 quater A and 220 quater B CGI.

These exemptions are strictly interpreted and must be documented in the registration declaration.

9. Transfers of Sale Promises

The sale or assignment of a promise to sell shares is not treated as a share transfer but as a sale of a movable asset.
It is subject only to the fixed registration fee of €125, in accordance with Article 680 CGI.

10. Practical Summary Table

11. SARL (non-IS) share transfers within three years of an in-kind contribution

When a non-IS SARL (for instance, a SARL de famille or an early-stage SARL that opted for the partnership regime) issues shares in exchange for an in-kind contribution (apport en nature), any sale of those contributed shares within 3 years is treated, for registration duty purposes, as if the underlying asset itself were sold.

Practical impact.

• If the in-kind contribution was real estate, a transfer of the contributor’s shares within 3 years is taxed at the real-estate transfer rate (commonly 5% for shares in entities with real estate predominance / or the applicable real-estate deed rate, depending on the structure), not the standard 3% share duty with allowance.

• The rule applies whether the in-kind contribution occurred at formation or during a capital increase.

Fresh simulation (illustrative only):

• In 2024, Ms. A contributes a storage building worth €720,000 to a non-IS SARL in exchange for shares.

• In 2026 (i.e., within 3 years), she sells all of those contributed shares to Mr. B.

• For registration duties, the transfer is treated as if the building were sold. Expect real-estate style treatment rather than the 3% share duty with the €23,000 allowance.

Note: Standard corporation tax (IS) SARLs are not subject to this 3-year “look-through” rule for registration duties.

12. Breaking a 3-year holding commitment after an in-kind contribution

A natural person who contributes a business or real estate to a SARL may obtain registration relief provided they commit to hold all received shares for 3 years.

• If the commitment is broken (even partially), duties become payable on the entire block of contributed shares; no proportional relief applies.

Fresh simulation:

• Mr. C contributes a retail business in exchange for 8,000 shares and signs to hold them for 3 years.

• After 22 months, he sells 1,000 of these shares.

• Consequence: Registration duties become payable on the full 8,000-share block linked to the contribution (not just on the 1,000 sold), according to the rules governing the contributed asset.

13. Selling all shares: from SARL to EURL (single-member limited company)

If all shares of a SARL are transferred to one owner, the company becomes an EURL. This does not dissolve the entity; it simply changes to a single-owner format.

Registration duty treatment.

• The share sale that leads to the concentration of all shares in one hand is generally taxed under the 3% duty (with allowance) when the company is not real-estate predominant.

• There is no “requalification” of massive share transfers into another taxable event unless the legal operation actually extinguishes the original legal person and creates a new one (which is not the case in a standard SARL→EURL result).

Fresh simulation:

• A SARL has 1,200 shares. A buyer acquires the last 700 shares to become the sole owner.

• Sale price for these 700 shares: €210,000.

• Allowance per share: €23,000 / 1,200 = €19.17 (rounded to cents in the deed).

• Total allowance: €19.17 × 700 = €13,419 (approx.).

• Taxable base: €210,000 − €13,419 = €196,581.

• Duty at 3%: €5,897.43 (approx.).

• Minimum duty rules can apply if calculations are very low; here, they don’t matter.

14. Transforming a SARL into an SA and then selling shares

A transformation of a SARL into a Société Anonyme (SA) followed by a sale of SA shares is not, in itself, a tax abuse simply because the parties seek to avoid the 3% share duty regime applicable to SARL parts sociales.

• The substance of the transformation and sale matters.

• Absent a return to SARL form or a sham, abuse of law is not presumed.

Deal protocol tip. If a sale promise exists subject to the company’s prior transformation (a suspensive condition), the taxable event for registration purposes arises only when the condition is fulfilled and the sale takes effect.

Fresh simulation (sequence):

• April Y1: Shareholders vote to transform Alpha SARL into Alpha SA.

• July Y1: A share purchase agreement for Alpha SA shares closes.

• Result: Registration follows the SA shares regime; no automatic re-characterization as a SARL-shares sale just because a transformation occurred before closing.

15. Transfers to third parties in a SARL de famille

A SARL de famille benefits from pass-through taxation when all associates are closely related as defined by law.

• If a third party (outside the qualifying family circle) becomes a shareholder, the pass-through option ends.

• Exception: If 100% of the shares are transferred to a new qualifying family group that meets the kinship rules, the option can continue.

Fresh simulation:

• A family SARL (parents + two adult children) brings in an unrelated investor with 10%.

• From the date that investor enters the capital, the company loses the family pass-through option and switches to IS (subject to standard transitional rules).

16. Share transfers that change the company’s tax regime

Two frequent triggers:

1. An associate-owned partnership SARL (e.g., single associate under pass-through) admits another investor, making the company subject to IS.

2. A family SARL admits a non-qualifying third party, ending the pass-through.

Registration consequences on prior contributions by non-IS persons.
The regime change can make duties immediately payable on past pure and simple contributions made by persons not liable to IS, e.g.:

• Real estate: 5%;

• Business (fonds de commerce): 3% on the slice €23,000–€200,000, then 5% over €200,000.

Possible relief: The new associates may opt for free registration by committing to hold their shares for 3 years (formal conditions apply).

Fresh simulation (fonds de commerce contribution):

• A sole proprietor contributes a shop business valued at €380,000 to a pass-through SARL.

• Six months later, a non-family investor buys in, causing a switch to IS.

• Duties on the prior contribution become due on the business value:

  • 3% on €177,000 (i.e., €200,000 − €23,000) = €5,310

  • plus 5% on €180,000 (the part above €200,000) = €9,000

  • Total: €14,310

• If the new shareholders formally opt and commit to keep their shares 3 years, free registration can apply (subject to strict conditions).

17. SARL Share Transfer Registration Duties Must Be Distinguished From Capital Gains and Retirement Relief

17.1 Capital gains on the sale of SARL shares

A) When the seller is a business (titles on the balance sheet)

1) Individual business taxed under the income tax (IR)

• Gains on SARL shares recorded in the trader’s balance sheet are professional capital gains.

• Short-term gains (held < 2 years) are ordinary business income.

• Long-term gains can be taxed at 12.8% (IR) plus 17.2% social charges (global 30%), subject to the applicable professional CGT framework and offsets.

2) Company taxed under corporate tax (IS)

• If the SARL shares are portfolio assets, gains/losses are typically short-term and included at the standard IS rate.

• If the SARL shares are equity investments (“titres de participation”) and the SARL is not real-estate predominant:

  • < 2 years: short-term / ordinary IS.

  • ≥ 2 years: long-term participation exemption applies — the gain is exempt except for a 12% add-back (quota for costs and charges) taxed at IS.

• If the SARL is real-estate predominant, portfolio rules (no participation exemption) generally apply.

B) When the seller is an individual (private wealth)

By default, private disposals of SARL shares fall under the regime for securities gains (CGI 150-0 A):

• PFU/“flat tax” at 12.8% IR + 17.2% social charges = 30% total,

• Or option for the progressive IR scale (global, irrevocable for the year) — which can unlock holding-period abatements only for titles acquired before 2018, subject to strict conditions.

• Set-off of losses: same-type capital losses can offset same-type gains in the year and be carried forward up to 10 years.

Holding-period abatements (pre-2018 acquisitions opted into IR scale):

• Common abatement: 50% (≥ 2 to < 8 years), 65% (≥ 8 years).

• Reinforced abatement for qualifying SME shares (< 10 years) acquired before 2018 under conditions: 50% (≥ 1 to < 4 years), 65% (≥ 4 to < 8 years), 85% (≥ 8 years).

• Abatements do not reduce social charges (17.2%).

CSG partial deductibility (IR scale only):
When gains are taxed at the IR scale (not PFU) and benefit from an abatement, 6.8% CSG is partially deductible from the following year’s taxable income in proportion to the part of the gain actually taxed at IR.

Fresh simulation (abatement + CSG deduction):

• Private seller realizes a €95,000 gain on shares acquired in 2015 (qualifying for reinforced abatement).

• Holding period: > 8 years → 85% abatement for IR (but no abatement for 17.2% social).

• Tax base for IR: €95,000 × (1 − 85%) = €14,250 → taxed at seller’s IR bracket.

• Social charges: 17.2% × €95,000 = €16,340.

• CSG 6.8% potentially deductible next year, proportionate to the part of the gain taxed at IR:

  • CSG theoretical: 6.8% × €95,000 = €6,460;

  • Deductible fraction = €6,460 × ( €14,250 / €95,000 ) ≈ €968.

17.2 Retirement relief for SME owner-managers (fixed €500,000 allowance)

An SME owner-manager subject to IS who retires and fully or control-wise exits (specific conditions apply) may reduce the income-taxable part of the capital gain by a fixed €500,000 allowance.

• The allowance applies to IR, not to social charges.

• It is available for gains realized from 2018 through 31 December 2024 (in current law).

• It can be used once per target company; any unused balance can be applied to later installments from the same company.

• No cumulation with proportional holding-period abatements on the same gain (for pre-2018 titles), though a tempered rule may apply if the manager keeps >50% voting rights and sells in several steps.

Key eligibility highlights (non-exhaustive):

• The seller must have held ≥ 25% of voting or profit rights (directly or via close family/structures) for 5 continuous years before sale.

• Must have exercised an eligible executive function as the seller’s main professional activity for 5 continuous years before the sale.

• Must cease all functions in the company and claim retirement rights within a prescribed window (generally 2 years before or after**, with a temporary 3-year window for certain past periods).

• If the buyer is a company, the seller must not hold (directly/indirectly) any voting or profit rights in the buyer for 3 years after the sale (≤ 1% tolerated).

Fresh simulation (two-step disposals):

• Ms. D, 64, sells 60% of her SME’s SARL shares in Year 1 and 40% in Year 2, fully exiting and retiring within the required window.

• Total net gain across both years: €730,000.

• She applies the €500,000 fixed allowance against the IR base on these gains (allocated across the two years as needed).

• Social charges (17.2%) remain due on the full €730,000 (subject to standard rules).

• Any remaining gain after the €500,000 allowance is taxed at 12.8% PFU IR or (if she opts) at the IR scale (mind the no-cumulation rule with proportional abatements for the same gain).

Quick reference summary

Expert Legal Insight: Formalities Matter More Than You May Think

In practice, many entrepreneurs focus on the contractual side of share transfers — drafting deeds, obtaining approvals — but overlook fiscal compliance.
Failure to properly declare and register a transfer within the legal timeframe can lead to fines, interest, and even tax reassessment.

Our corporate lawyers at FrenchCo.Lawyer regularly assist both French and foreign investors with:

• Preparing and registering share transfer deeds (SARL, SAS, SCI, etc.);

• Calculating applicable registration duties and claiming exemptions;

• Handling valuations and compliance with the French tax code;

• Advising on intra-group and cross-border restructurings.