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Spin Off Your Company in France
A spin-off in France is a precise legal operation that allows a company to transfer a defined portion of its assets, activities, or business division into a newly created or existing entity. When executed correctly, it is one of the most effective tools available for restructuring a business, separating activities, attracting targeted investment, or preparing a group for a sale or succession. Our registered Paris Bar lawyers handle the entire process — so your operation is legally sound, tax-optimised, and completed without disruption to your business.
What is a Spin-Off in France?
A spin-off (scission or apport partiel d’actif) is a legal restructuring operation by which a company transfers a distinct branch of activity or a defined portion of its assets to a separate entity. Under French law, two primary mechanisms exist: the full demerger (scission), in which the original company is dissolved and its patrimony divided between two or more recipient entities, and the partial asset contribution (apport partiel d’actif), in which the original company continues to exist while transferring a defined branch of activity to another entity.
Both operations result in the transfer of all assets, liabilities, contracts, and employees associated with the transferred activity, by operation of law, without requiring individual novation of each contract.
A spin-off is governed by the Code de commerce and, where tax neutrality is sought, must comply with the conditions of the French preferential merger and demerger tax regime (régime de faveur fiscal).
Main Advantages
Operational clarity: Separating distinct business activities into independent legal entities eliminates cross-subsidisation, simplifies management, and creates clearer accountability for each division.
Targeted investment: A spun-off entity with a defined activity and clean balance sheet is significantly more attractive to investors and acquirers than a mixed-activity parent company.
Liability containment: Isolating a higher-risk activity into a separate legal entity protects the remaining business from exposure to claims, regulatory sanctions, or insolvency risk arising from that activity.
Tax efficiency: Where the conditions of the preferential regime are met, capital gains on transferred assets are deferred and the operation is exempt from registration duties, significantly reducing the cost of restructuring.
Succession and exit planning: A spin-off allows business owners to separate personal and commercial assets, isolate the entity intended for sale or transmission, and structure the operation in the most tax-efficient manner available.
A spin-off executed with proper legal oversight ensures the operation achieves its commercial objectives while remaining fully compliant with French corporate and tax law.
How to Complete a Spin-Off in France?
A spin-off in France follows a structured legal procedure governed by the Code de commerce. Our lawyers manage every step to ensure the operation is valid, tax-compliant, and registered without delay.
Preliminary Structural Assessment
We begin by analysing the business to be transferred — its assets, liabilities, contracts, employees, and regulatory position — and advising on the most appropriate legal mechanism: full demerger (scission) or partial asset contribution (apport partiel d'actif). We also assess eligibility for the preferential tax regime at this stage.
Drafting the Spin-Off Treaty
Our lawyers draft the traité de scission or traité d'apport partiel d'actif, the central legal document defining the scope of the transfer, the valuation of the contributed assets, the consideration offered to shareholders, and the effective date of the operation.
Appointment of the Contribution Auditor
Where required by law, a commissaire aux apports is appointed by the court to independently verify the valuation of the assets being transferred. We coordinate this appointment and provide all necessary documentation to the auditor throughout the process.
Shareholder Approval
An extraordinary general meeting is convened in the contributing company — and in the recipient entity where applicable — to approve the spin-off treaty. We draft all convocation notices, resolutions, and minutes, ensuring all quorum and majority requirements are satisfied.
Legal Notice Publication
The operation must be published in an authorised legal journal to notify creditors and third parties and to open the statutory opposition period. We manage all publications and monitor the creditor opposition period on your behalf.
Registration with the Greffe
We compile and file the complete dossier with the Greffe du Tribunal de commerce, obtain the updated Kbis for the recipient entity, and confirm all register entries reflecting the completed operation.
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What We Need From You to Complete Your Spin-Off?
To prepare and file your spin-off dossier efficiently, we will require the following from all entities involved in the operation.
Corporate Documents
Current Kbis, articles of association, and shareholder register for both the contributing company and the recipient entity, if already constituted.
Financial Statements
The last three approved annual accounts of the contributing company, together with any interim financial statements required for the asset valuation and auditor review.
Description of the Branch of Activity
A precise description of the business division or asset pool to be transferred — including all assets, liabilities, contracts, and employees forming part of the transferred activity.
Existing Contracts & Regulatory Licences
A schedule of all material contracts, supplier agreements, client contracts, and regulatory authorisations associated with the activity being transferred.
Employee Information
Full details of all employees whose contracts are associated with the transferred activity, including terms of employment, seniority, and any applicable collective agreements.
And Then?
Once we have received these documents, our legal team manages the entire operation — drafting the spin-off treaty, coordinating the contribution auditor, convening shareholder meetings, publishing legal notices, and filing with the greffe. You receive a fully registered new entity and updated corporate documents upon completion.
Spin-Off in France — Simple Process, Clear Budget
Fixed legal fee agreed before the mandate begins — no hourly billing at any stage
Third-party costs — commissaire aux apports, greffe fees, legal notice publication — invoiced at cost, line by line
No hidden charges. Transparent process. Complete legal management included from treaty drafting to Kbis delivery.
Our commitment:
No surprise fees
No intermediaries
Only qualified lawyers
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Why Choose Us?
We Deliver Transparent, Lawyer-Led Accounting & Tax Support
Integrated expertise: Our lawyers and accountants work together to ensure your records and filings meet French GAAP and legal standards.
Accurate and compliant: We manage your accounts, VAT, and tax declarations with precision and reliability.
Tailored advice: Get clear guidance on tax optimization, remuneration, and business structure.
Bilingual support: Communicate easily in English or French, with responsive and professional service.
Let us handle your accounting and tax compliance — so you can focus on growing your business.
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Understanding Spin-Off in France
What is the difference between a scission and an apport partiel d'actif?
A scission is a full demerger in which the contributing company is dissolved and its entire patrimony is divided between two or more recipient entities. The original company ceases to exist upon completion. A apport partiel d’actif is a partial contribution in which the original company transfers a defined branch of activity to a recipient entity but continues to exist as a separate legal person after the operation. The choice between the two mechanisms depends on the commercial objectives, the shareholding structure, and the tax position of the parties. Our lawyers assess which mechanism best serves your specific situation before any document is drafted.
What taxes apply to a spin-off in France?
French law provides a preferential tax regime for qualifying spin-off operations, equivalent to that applicable to mergers. Under this regime, capital gains realised on the transfer of assets from the contributing to the recipient entity are exempt from immediate corporate tax, provided the operation meets the conditions set out in the Code général des impôts. The key conditions include that the transferred activity constitutes a complete and autonomous branch of activity (branche complète d’activité) and that the recipient entity commits to maintaining the transferred assets at their historical book value. VAT does not apply to qualifying transfers of a going concern. Our accounting team works alongside our lawyers to ensure the operation is structured for full tax neutrality from the outset.
Can creditors oppose a spin-off in France?
Yes. Following publication of the spin-off notice, creditors of the contributing company have 30 days within which to file an opposition before the competent court. An opposition does not automatically block the operation, but the court may require guarantees or early repayment before the spin-off proceeds. Additionally, as noted above, the contributing company retains joint and several liability for transferred liabilities even after the operation is complete, unless individual creditor releases are obtained. We monitor the opposition period and manage any challenges that arise to minimise their impact on the transaction timeline.
Who bears the liabilities of the transferred activity after a spin-off?
Following a spin-off, the liabilities directly associated with the transferred branch of activity are assumed by the recipient entity. However, under French law, the contributing company remains jointly and severally liable (solidairement responsable) for the liabilities transferred to the recipient entity, unless creditors have expressly consented to a release. This joint liability applies for a period determined by the applicable statutory and contractual limitation periods. Our lawyers advise on creditor notification strategies to manage and limit this exposure where possible.
What happens to employees in a spin-off?
All employment contracts associated with the transferred branch of activity transfer automatically to the recipient entity by operation of Article L.1224-1 of the French Code du travail. The terms and conditions of those contracts — salary, seniority, benefits, and any applicable collective agreements — must be maintained in full. Where the contributing company has a works council (comité social et économique), a mandatory information and consultation procedure must be completed before the operation is finalised. We manage all labour law requirements as part of the spin-off mandate.
How long does a spin-off take in France?
Timeline overview:
| Stage | Duration |
| Preliminary assessment & drafting | 2–4 weeks |
| Auditor appointment & report | 3–5 weeks |
| Shareholder approval & publication | 4–6 weeks |
| Creditor opposition period | 30 days minimum |
| Greffe registration & Kbis delivery | 1–2 weeks |
The total process typically takes three to five months from mandate to completion. Operations involving complex asset pools, cross-border elements, or multiple recipient entities may require additional time.
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More About Spin-Off in France
Who can initiate a spin-off in France?
Any legally constituted French company — SAS, SARL, SASU, EURL, SCI, or SA — may initiate a spin-off operation, provided the decision is approved by the requisite shareholder majority at an extraordinary general meeting. The recipient entity may be a newly incorporated company created specifically for the operation or an existing company already registered in France. Foreign entities may also participate as recipient companies in a cross-border spin-off, subject to additional regulatory requirements under French and European law.
What documents are required to file a spin-off?
The complete spin-off dossier filed with the Greffe du Tribunal de commerce must include the signed spin-off treaty, the extraordinary shareholder meeting minutes of the contributing company and the recipient entity, the commissaire aux apports report where applicable, proof of legal notice publication, the updated articles of association of the recipient entity, and confirmation of the continued registration of the contributing company where it is not dissolved. Our lawyers compile and verify the entire dossier before submission to the greffe.
Is a contribution auditor always required?
A commissaire aux apports is required in all cases where a spin-off involves the creation of a new company or the issuance of new shares by an existing company as consideration for the transferred assets. The auditor independently verifies the valuation of the contributed assets and confirms that it is not overstated. Where the recipient entity already holds all of the contributing company’s shares and no new shares are issued, a simplified procedure may apply. Our lawyers confirm the applicable requirements at the outset of every mandate.
What constitutes a complete and autonomous branch of activity?
A branche complète d’activité is defined under French and European tax law as a set of assets and liabilities that constitutes, from an organisational standpoint, an independent business capable of operating on its own. The transferred division must include all assets, contracts, employees, and liabilities necessary for its autonomous operation. A transfer that does not meet this definition will not qualify for the preferential tax regime, and capital gains will be subject to immediate corporate taxation. Our lawyers assess the eligibility of the proposed transfer before the treaty is drafted.
Can a spin-off be completed remotely?
Yes. Our entire spin-off mandate is managed remotely. All documents are prepared and exchanged electronically, and signings are handled digitally where permitted by French law. All filings with the greffe, legal notice publications, and correspondence with French authorities are managed directly by our lawyers. No physical presence in France is required from the management or shareholders of either company at any stage of the process.
What are the greffe filing fees for a spin-off?
Greffe fees for a spin-off vary depending on the nature of the operation — whether it involves the creation of a new entity, a capital increase in an existing entity, or both. They typically include the registration fee for the spin-off treaty, the fee for updating the commercial register entries of both entities, and, where applicable, the fee for the dissolution of the contributing company. All third-party disbursements are invoiced to the client at cost, line by line, with full transparency and no mark-up applied by our firm.
What is the difference between a spin-off and a subsidiary creation?
Creating a subsidiary involves a company incorporating a new entity and subscribing to its share capital in cash or in kind — the parent company continues to own and control the subsidiary as a shareholder. A spin-off involves the transfer of an existing activity or asset pool from the parent company to a separate entity, with the parent company’s shareholders receiving shares in the new entity directly. A spin-off is used when operational separation and independent ownership are the objective. A subsidiary is preferred when the parent company wishes to retain full control while ring-fencing a specific activity.
Can a spin-off be reversed once registered?
No. Once the spin-off has been registered with the greffe and the transferred assets and liabilities have legally passed to the recipient entity, the operation is irreversible by its nature. The universal transfer of patrimony takes effect by operation of law upon registration, and the contractual and statutory consequences — including the transfer of employees, contracts, and liabilities — cannot be undone. This is why the preliminary assessment, the precise drafting of the treaty, and the correct identification of the transferred activity are critical before the process begins.
