Selling shares in a French company while living abroad is not a tax-free private transaction simply because the seller and the buyer are both outside France. The transfer must be classified, valued and documented, and the French registration duty must normally be dealt with within one month. The seller’s possible capital-gains tax is a separate question. The company’s legal form, the nature of its assets, the buyer’s control and the parties’ residence can each change the analysis. This guide focuses on a non-resident seller transferring shares or parts of a French company to a foreign buyer. A société par actions simplifiée (SAS) is a simplified joint-stock company; a société à responsabilité limitée (SARL) is a private limited company whose capital is divided into parts rather than shares. “INPI” means the French National Institute of Industrial Property, which operates the business-formality portal. “RNE” means the National Business Register, “RCS” the Trade and Companies Register, and a Kbis is the official extract identifying a company in the French register. For the wider company-formation context, see the French company formation and corporate structuring guide. The central questions are: what duty is due, who files it, which approval rules survive the international element, and what evidence must be kept after closing?

I. How is a French share-transfer tax assessed when the seller is not resident?

A. Which rate applies to SAS shares, SARL parts and an asset-heavy company?

The first question is not where the buyer signs the agreement. It is what is being transferred. A transfer of shares in an SAS, a transfer of parts in an SARL and a transfer of an interest in a company whose assets are mainly real estate do not follow the same registration-duty calculation. The word “shares” is often used in English as a generic label, but the French tax classification must follow the legal instrument and the company’s structure.

For a private French SAS, the usual starting point is the rate applicable to shares of a company whose capital is divided into shares. Article 726 of the French General Tax Code states that « Les cessions de droits sociaux sont soumises à un droit d’enregistrement dont le taux est fixé : ». For non-listed shares of a company such as an SAS, the ordinary registration duty is generally 0.1% of the taxable transfer price, subject to the special rules that apply if the company is real-estate-preponderant. A €500,000 sale of ordinary SAS shares therefore produces a registration-duty calculation of €500, before considering any specific valuation or classification issue.

An SARL is different because its capital is divided into parts sociales, or company parts, rather than shares. The usual rate is 3%, but the law grants a proportional abatement of €23,000. The abatement is not automatically €23,000 for every transfer. It is reduced according to the number of parts transferred compared with the total number of parts forming the company’s capital. Service Public Entreprendre’s official guide describes the calculation as the price less the proportional €23,000 abatement, multiplied by 3%. Its guide on signing the definitive transfer deed also confirms that the filing is made within one month and that the buyer normally pays, subject to a different contractual allocation.

Consider an SARL with 1,000 parts. If 300 parts are sold for €500,000, the proportional abatement is €23,000 × 300 ÷ 1,000, or €6,900. The taxable base is therefore €493,100, and the registration duty at 3% is €14,793. This is a registration duty, not the seller’s capital-gains tax. The price, number of parts and total capital must all be recorded consistently in the transfer deed and the declaration. A mismatch between the cap table, the deed and the tax form is an avoidable source of questions from the French tax administration.

The third category concerns a company with real-estate preponderance. In simplified terms, this is a legal entity whose value or activity is sufficiently concentrated in French real estate for the special regime to apply. Its interests can be subject to a 5% duty, calculated under a different base rule. The label “holding company” does not answer the question. A foreign buyer must examine the balance sheet, direct and indirect property interests, debt, property-use rights and the statutory definition in force on the transfer date. A French company that owns an operating business and leases ordinary premises is not automatically a real-estate-preponderant company, while a property-holding entity may be.

The official Article 726 of the French General Tax Code must be read with the facts. Its structure distinguishes shares, ordinary parts and participations in real-estate-preponderant legal entities. The official non-resident tax administration guidance gives the practical rates as 0.1% for non-listed shares of companies whose capital is divided into shares, 3% for other parts subject to the proportional abatement, and 5% for interests in a real-estate-preponderant legal entity. That administrative page is useful for filing orientation, but the statutory text controls the legal classification.

Valuation also matters. The duty is not always protected by a low price stated in a private agreement. Where the legal regime requires the price plus charges, or the real value if higher, the parties should retain the valuation work supporting the agreed amount. The evidence may include recent accounts, management accounts, debt schedules, a normalized earnings calculation, an independent valuation, comparable transactions and a schedule of property interests. A foreign buyer should not treat the seller’s internal spreadsheet as a substitute for a defensible valuation file.

There is another essential distinction: registration duty is attached to the transfer instrument, while capital-gains tax relates to the seller’s gain. A non-resident individual, a foreign company and a foreign investment fund can face different rules. The seller’s tax residence, the period of ownership, the nature and percentage of the participation, the seller’s activity, the applicable tax treaty and any French real-estate connection can all matter. The tax treaty is not a reason to omit the French registration filing. It may allocate taxing rights over the gain, but it does not turn the buyer’s acquisition into an undocumented transaction.

Before signing, prepare a short classification memorandum answering five questions: is the instrument an SAS share transfer, an SARL part transfer or another form of social right; is the company listed or private; is it real-estate-preponderant; what is the price and any additional charge; and who is contractually responsible for the duty? This memorandum gives the buyer, seller, accountant and French registration office the same factual starting point.

B. What does a non-resident seller have to file within one month?

The French registration formality is triggered by the transfer, not by the date on which the buyer first obtains a French bank account or receives an updated Kbis. If an executed transfer deed records the sale, that deed is presented for registration. If the transfer is not recorded in an act, the parties may use the electronic procedure or the specific declaration form. The filing is accompanied by payment of the registration duty.

The deadline is one month from the date of the transfer or the date required by the applicable formality. Article 635 of the General Tax Code provides: « Doivent être enregistrés dans le délai d’un mois à compter de leur date : ». The relevant categories include acts recording the transfer of shares, founders’ shares, beneficiary shares and parts in companies whose capital is not divided into shares. The current Article 635 of the General Tax Code is the legal reference for the registration timing.

The official impots.gouv.fr guidance on registering an act states that either party may present the deed, and that the act is filed with the service responsible for registration. It also confirms that a transfer without an act can be declared online. The practical allocation can be written into the transfer agreement: the buyer pays, the seller pays, or the parties share the cost. That allocation does not erase the public filing obligation. A clause between the parties is not a substitute for a receipt, a validated electronic submission or evidence of payment.

Form 2759-SD is designed for a transfer of social rights that is not recorded in an act. The official Form 2759-SD page identifies the form and its purpose: declaring transfers not recorded by an act and paying the associated duty. A foreign seller should not use the form mechanically where a signed deed already exists. The parties should first decide whether the signed document is the act to be registered, whether it contains all required particulars, and whether a second declaration is needed for a separate transfer not covered by the deed.

Residence affects the competent office. When both parties reside abroad, the Direction des impôts des non-résidents, meaning the Directorate of Non-Resident Taxes, is the relevant channel identified by the tax administration for the declaration. When one party resides in France and the other does not, the local registration service connected with the French-resident party may be competent. The official non-resident page explains this distinction and provides the online route. The parties should verify the competent service on the actual filing date because an incorrectly addressed paper submission can waste the one-month period.

In practical terms, the filing pack should contain the final signed transfer deed or the complete 2759-SD declaration, the identity of the seller and buyer, the French company’s legal name and registration number, the class and number of rights transferred, the price, the date of transfer, the calculation of any abatement, the payment reference and the authority of the signatory. If the buyer is a company, add its certificate of incorporation or good-standing document, constitutional documents, a board or shareholder authorization where required, the ownership chain and the identity of the individual who ultimately controls it. If the seller is a company, make the same file for its authority to dispose of the asset.

Foreign documents deserve particular care. A certificate issued in the United Kingdom, the United States, Singapore or another jurisdiction may require an apostille or legalization, depending on the document and the country. A French administration may also require a translation by a French certified translator. The transfer deed should specify who obtains these documents, who pays for them and what happens if a document is delayed. A translated corporate resolution that omits the number of rights sold, the price or the authorized signatory is not a reliable cure for an incomplete authority chain.

Keep a dated closing folder. It should show the signed deed, proof that any approval condition was met, the registration submission, the payment confirmation, the tax office correspondence, the buyer’s and seller’s authority documents, the valuation support and the final corporate records. If the parties sign electronically, preserve the audit trail and the final downloadable document rather than only an email saying that the signing was completed. If they sign in counterparts, preserve every counterpart and the mechanism that links them to the same agreement.

A missed deadline should be corrected promptly. Do not backdate the deed, create a second agreement that changes the transfer date without legal analysis, or silently use a different price on the declaration. Ask the competent registration service how to regularize the late filing, calculate any interest or penalty and preserve the original transfer evidence. The French tax administration can distinguish a late but transparent correction from a document that appears to conceal the date or value of the transaction.

Finally, the payment clause should be read with the risk-allocation clauses. The buyer may be contractually entitled to reimbursement if a duty was under-calculated because the seller misclassified the company. The seller may have agreed to bear a filing cost but not a tax arising from an undisclosed charge or an incorrect valuation. The agreement should separate registration duty, capital-gains tax, withholding, professional fees and penalties caused by a party’s own failure.

II. Which corporate and cross-border checks remain after the tax calculation?

A. Can a French company refuse or restrict a transfer to a foreign buyer?

Paying the registration duty does not make a transfer valid under the company’s constitution. Before closing, review the articles of association, any shareholders’ agreement, investor rights, financing documents, commercial contracts and regulated-activity approvals. The tax filing asks what was transferred and for what value. The company-law analysis asks whether the seller was entitled to transfer it to this buyer on these terms.

For an SAS, the articles may contain an approval clause. Article L. 227-14 of the French Commercial Code states: « Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société. » That is not a presumption that every SAS transfer requires approval. It is a reason to read the exact articles, identify the decision-maker, follow the notice method and calculate the required majority. The buyer should receive a clean copy of the articles and a signed approval record before releasing the price if approval is a closing condition.

Article L. 227-15 adds a strong consequence: « Toute cession effectuée en violation des clauses statutaires est nulle. » The official text of Article L. 227-15 should be checked with the current articles and the facts. The Commercial Chamber of the Cour de cassation has recently addressed the scope of this sanction. In its decision of 21 June 2023, nos. 21-25.952 and 22-12.045, it explained that the provision targets a violation of a statutory clause concerning a transfer freely made by its holder. The official decision records that « la nullité qu’il prévoit vise uniquement à sanctionner la violation de toute clause statutaire ayant pour objet la cession d’actions librement consentie par leur titulaire »; see the Cour de cassation decision of 21 June 2023.

That authority matters in a foreign transaction because a buyer may believe that a signed share-purchase agreement is enough. It is not enough if the parties ignored an approval or pre-emption mechanism in the articles. Conversely, a contractual dispute about a shareholders’ agreement must not automatically be described as a statutory nullity. The documents, the clause and the type of transfer control the remedy.

The Cour de cassation gave a further warning in its decision of 8 July 2026, no. 25-11.354. In a case involving a pre-emption clause, the official holding states that nullity « n’est pas soumise à la démonstration d’une collusion frauduleuse entre le cédant et le cessionnaire ». The official 8 July 2026 decision is therefore directly relevant to a buyer who assumes that the transfer can survive because the buyer did not know about the clause or did not collude with the seller. The proper response is to satisfy or waive the clause in the legally permitted way before closing, not to rely on a hoped-for absence of fraud.

For an SARL, the statutory regime is more direct when the buyer is a third party to the company. Article L. 223-14 of the Commercial Code provides: « Les parts sociales ne peuvent être cédées à des tiers étrangers à la société qu’avec le consentement de la majorité des associés représentant au moins la moitié des parts sociales, à moins que les statuts prévoient une majorité plus forte. » The official Article L. 223-14 also sets out the notification and response mechanics, including the legal consequences of silence after the applicable period. A foreign buyer who is not already an associate should be treated as a third party unless a specific legal analysis shows otherwise.

The approval pack for an SARL should include the notification of the proposed transfer, the proposed buyer’s identity and ownership chain, the price and number of parts, the approval resolution, the attendance or voting record, the updated articles if required and proof that the statutory notice route was followed. The same pack should be cross-checked against the tax declaration. A price or number of parts that changes between the approval notice and the final deed may require a new approval analysis.

The recent Commercial Chamber decision of 11 February 2026, no. 24-18.698, shows why the parties should not postpone the legal analysis until a dispute. The official decision states in its reasoning that « la signature des statuts suffit à conférer aux signataires la qualité d’associé » and also examined obligations accepted in promises to transfer parts. The decision is not a substitute for reading the company’s current documents, but it is a reminder that signed constitutional and pre-contractual documents can have legal consequences before the international closing is complete.

Foreign investment screening is a separate gate. The nationality of the buyer does not by itself make every acquisition subject to prior authorization. The relevant questions include whether the buyer is a foreign investor under the applicable rules, whether it acquires control or a specified voting threshold, what activity the French company conducts and whether that activity falls within a protected sector. Technology, defense, security, critical infrastructure, energy, health, data and other regulated fields can require a focused review. The transaction timetable should include an authorization condition where the facts justify it.

Article L. 151-3 of the Monetary and Financial Code begins: « I. – Sont soumis à autorisation préalable du ministre chargé de l’économie les investissements étrangers dans une activité en France qui, même à titre occasionnel, participe à l’exercice de l’autorité publique ou relève de l’un des domaines suivants : ». The official text of Article L. 151-3 is the legal anchor, while the Treasury’s practical page on foreign investment authorization conditions helps identify the control, voting-right and sector questions. A foreign buyer should obtain an early written screening view instead of treating the approval as a last-minute filing.

Due diligence should also cover the seller’s authority and the buyer’s authority. For a foreign corporate buyer, obtain the constitutional documents, certificate of existence, board or shareholder authorization, signatory identification, power of attorney and beneficial-owner chart. For a foreign individual, identify the person precisely and record the passport or equivalent identification used by the French service. The French company should verify the funds path and the bank’s compliance requirements without making an unsupported accusation about the buyer.

Representations and warranties need a cross-border design. A share buyer takes an interest in the company rather than buying each asset directly. The buyer therefore needs reliable information about tax audits, employment liabilities, loans, pledges, litigation, permits, intellectual property, customer contracts, real estate, related-party transactions and beneficial ownership. The agreement should distinguish a statement about the company’s assets from a promise about the seller’s authority to sell the shares.

Article 1626 of the Civil Code states: « Quoique lors de la vente il n’ait été fait aucune stipulation sur la garantie, le vendeur est obligé de droit à garantir l’acquéreur de l’éviction ». The official Article 1626 concerns the statutory warranty against eviction. It does not replace a negotiated warranty package covering the company’s historic liabilities. The buyer should define disclosure, knowledge, thresholds, time limits, security and enforcement in a way that works against a seller who is outside France.

The Cour de cassation’s decision of 11 March 2026, no. 24-17.205, illustrates the relevance of the seller’s post-closing conduct. The decision states that « la garantie légale d’éviction entraîne, pour le cédant des parts d’une société, l’interdiction de se rétablir » when the new activity is capable of preventing the buyer from continuing the company’s economic activity and pursuing its corporate purpose. See the official text of the 11 March 2026 decision. The rule is fact-sensitive; it should not be converted into a blanket non-compete clause, but it belongs in the risk review where the seller operates in the same market after the sale.

Use a closing checklist with separate columns for tax, company law, foreign investment, banking and evidence. A foreign buyer should not release the price merely because the transfer deed is signed. The checklist should identify the approval date, the satisfaction or waiver of pre-emption rights, the status of any foreign-investment inquiry, the registration-duty calculation, the capital-gains tax workstream, the beneficial-owner update, the securities or parts register and the post-closing filing.

B. Which INPI, RNE, Kbis and beneficial-owner updates must follow?

The post-closing formalities depend on what changed. A transfer of SAS shares may change the internal register and beneficial ownership without changing the company’s legal representative. An SARL transfer may require updated articles and a filing to make the new distribution of parts opposable through the company’s records. A change in president, manager, registered office, activity or beneficial owner is a separate event and should not be hidden inside a generic “share transfer completed” message.

Start with the company’s internal evidence. For an SAS, preserve the executed transfer instrument, the register of movements of securities, the individual securities accounts or equivalent ownership records, the approval or pre-emption evidence and the closing statement. For an SARL, preserve the deed, the notification and approval papers, the updated articles where necessary, the partners’ register and proof of filing. The exact register names and formalities depend on the company’s documents and the transfer structure, so the closing file should state what was actually updated rather than using a generic checklist box.

Beneficial-owner compliance is distinct from the shareholder register. A beneficial owner, often called a UBO in English, is the individual who ultimately owns or controls the company, directly or indirectly, or who otherwise meets the legal control test. Article L. 233-3 of the Commercial Code sets out control indicators. It begins: « Toute personne, physique ou morale, est considérée […] comme en contrôlant une autre : ». The official Article L. 233-3 refers in particular to majority voting rights, agreements, the power to determine decisions in practice and the power to appoint or remove the majority of governing bodies. It also contains a presumption linked to a voting percentage when no other person has a higher control position.

Article L. 561-46 of the Monetary and Financial Code requires companies and entities to declare beneficial-owner information to the Trade and Companies Register. The statutory text states that companies « déclarent au registre du commerce et des sociétés […] les informations relatives aux bénéficiaires effectifs ». See the official Article L. 561-46. Article L. 561-45-1 separately requires covered entities to obtain and retain accurate and current information. Its text begins: « Sont tenus d’obtenir et de conserver des informations exactes et actualisées sur leurs bénéficiaires effectifs définis à l’article L. 561-2-2 : ». The official Article L. 561-45-1 should be reviewed when the buyer is a layered group or a trust-like arrangement.

A transfer changes the beneficial-owner declaration when it changes the natural person who ultimately controls the French company or changes the facts supporting the declaration. A foreign corporate buyer must therefore provide an ownership chart that runs through each intermediate company to the relevant individuals. Do not stop at the foreign parent’s registered name. If no individual meets the ownership or control tests, the applicable fallback treatment for the company’s legal representative must be assessed and documented. A false “no change” declaration can create a larger compliance problem than a delayed but carefully corrected filing.

The INPI Guichet unique is the ordinary electronic route for French company formalities. The INPI explains on its official Guichet unique page how modification formalities and beneficial-owner information are handled. Its official page on beneficial owners of a company explains that the filing identifies the relevant individual and the precise reasons supporting that status. A foreign buyer should agree in the transfer deed who prepares, signs and submits the form, and who supplies the certified foreign documents.

Article L. 123-33 of the Commercial Code describes the electronic filing principle: « Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet. Ce dépôt vaut déclaration auprès du destinataire dès lors que le dossier est régulier et complet ». The official Article L. 123-33 explains why a screenshot of a draft form is not enough. Keep the submission receipt, the list of accepted documents, the date of completion and any request for correction. A filing that remains incomplete has not necessarily produced the legal effect the parties expected.

The Kbis requires a careful explanation to an international client. It is an official registry extract, useful for identifying the company, its legal form, registration number, registered office and listed officers. It is not a complete cap table for every French company. A change in shareholder composition may be reflected in internal records or articles without every individual shareholder appearing on the Kbis. Conversely, a new president or manager normally requires a separate corporate and registry modification. The closing report should say “Kbis checked” only after identifying what information the Kbis can actually prove.

The greffe is the registry office attached to the competent commercial court. The RCS is the Trade and Companies Register. These terms are often used interchangeably in English discussions, but they describe different parts of the filing ecosystem: the RCS is the register; the greffe processes or records many court-register formalities. The RNE is the wider national register fed by the business-formality system. The parties should retain the receipt or extract that corresponds to the actual filing, not merely an email from a formation agent.

If the company fails to file a required act or document, an interested person or the public prosecutor can ask the court to order compliance. Article L. 123-5-1 states that the president of the court, sitting in urgent proceedings, « peut enjoindre sous astreinte au dirigeant de toute personne morale de procéder au dépôt des pièces et actes au registre du commerce et des sociétés ». The official Article L. 123-5-1 is an escalation route, not a substitute for a properly prepared voluntary filing. A foreign buyer who is locked out of the company’s records should preserve requests, refusals and proof of title before seeking relief.

Use the following sequence after closing:

Stage	Evidence to obtain	Typical risk if omitted
Transfer approval	Articles, notice, resolution, voting record or waiver	Challenge to validity or enforceability of the sale
Tax registration	Deed or 2759-SD filing, duty calculation, receipt and payment proof	Late filing, underpayment or dispute over the taxable base
Ownership records	SAS securities register or SARL deed, articles and partners’ records	Buyer cannot prove title or exercise rights cleanly
Beneficial owners	Current ownership chart, individual evidence and INPI receipt	RNE inconsistency, compliance hold or correction request
Management changes	Separate decision and modification filing if an officer changed	Kbis remains inaccurate even though the shares changed hands
Cross-border evidence	Apostille or legalization, certified translation and signatory authority	French bank, tax office or registry rejects the document

Do not confuse the tax registration receipt with a Kbis update. The former proves that the transfer was presented to the registration service and that the duty was addressed. The latter proves only the registry information it contains. Do not confuse the Kbis with the beneficial-owner filing either. The beneficial-owner declaration is a separate compliance record and may need an update even when the company’s public extract looks unchanged.

The contract should set a timetable for these steps. For example, the buyer may require the tax filing receipt within five business days after closing, the internal records within ten business days, and the beneficial-owner submission immediately after the final ownership chart is confirmed. Those are contractual milestones, not universal statutory deadlines. The parties should state which deadlines are legal, which are operational targets and which are conditions to release a retained amount.

A foreign buyer should also notify the company’s bank, auditor, accountant and regulated counterparties only to the extent required by the contracts and compliance rules. Banks commonly ask for the new ownership chain, the ultimate individual owners, authority documents and the source of funds. The French company’s accountant may need the transfer deed and new ownership data for its records. If the transaction triggers a change of control under a loan, lease or key customer agreement, that contractual approval belongs in the closing checklist even though it is not an INPI formality.

Finally, make the evidence usable outside France. Store the French original, an English working translation, the certified translation where one exists, the apostille or legalization, the signing certificate and a chronology. Label each document with its date and purpose. A foreign director or buyer should be able to answer, months later, four basic questions: when did ownership pass, what duty was paid, who controls the company now and which French registry or internal record proves each point?

Conclusion

A non-resident seller can transfer shares in a French company to a foreign buyer, but the international element does not remove the French transaction mechanics. Start by identifying the legal form and the asset: ordinary SAS shares, SARL parts and interests in a real-estate-preponderant company can lead to different duties. Apply the correct base and rate, preserve the calculation and address registration within one month. Treat the seller’s capital gain and treaty position as a separate tax workstream.

Before closing, read the articles and shareholders’ documents, obtain the approval or waiver required for the exact transfer, screen the activity for foreign-investment authorization and negotiate warranties that can be enforced across borders. After closing, update the relevant internal records, beneficial-owner information and INPI filings, while remembering that a Kbis is not a complete cap table. The strongest file is a single chronology linking the deed, approval, payment, tax receipt, ownership register, beneficial-owner declaration and foreign authority documents.

If a transfer has already been signed without filing, approval or an ownership update, act promptly and preserve the original evidence. A transparent correction, a well-supported valuation and a precise filing plan are more useful than a second document designed only to make the record look clean. The right review will depend on the company’s legal form, the seller’s residence, the buyer’s control chain, the activity and the assets held by the French company.

Need a quick opinion on your case

We offer a telephone consultation within 48 hours with a lawyer from the firm.

The consultation can review the transfer deed, the registration-duty calculation, approval requirements and the cross-border INPI evidence.

Call +33 6 46 60 58 22 to discuss your situation.

Contact the firm to arrange a review of your French company transaction.