Buying an interest in a French company from outside France is not completed by signing a sale and purchase agreement and sending the price. The buyer steps into an existing French legal entity, with its liabilities, contracts, tax history, employees and regulatory exposure. The transaction therefore has two separate dimensions: the private transfer of the shares or parts, and the filings that make the new ownership position effective in the company’s records and visible to the relevant authorities.
The answer also depends on the legal form. A société par actions simplifiée (SAS, simplified joint-stock company) normally uses a securities ledger and may impose approval, pre-emption or forced-transfer mechanisms in its articles. A société à responsabilité limitée (SARL, private limited company) has a statutory approval regime when the buyer is an outsider. A société anonyme (SA, public limited company) requires a different review of its articles, securities records and, where relevant, market or regulated-sector rules. A foreign company or fund must add corporate authority, beneficial-owner, translation, payment and anti-money-laundering evidence to the ordinary closing file.
This guide follows the practical route from the first review to the post-closing filing. It explains what should be checked before a foreign buyer becomes committed, how French registration duty is calculated, and why an INPI filing, an updated Kbis and an updated beneficial-owner record are not interchangeable. The objective is a closing file that can be defended months later, even when the buyer, its directors and its bank are all located abroad.
I. What must a foreign buyer check before signing a French company share transfer?
A. How do SAS, SARL and SA approval rules differ?
The first question is not whether the buyer is American, British, Swiss, Singaporean or incorporated elsewhere. The first question is whether the buyer is a “third party” under the legal form and the company’s own documents. Foreign nationality can create additional evidence requirements, but it does not replace the French approval analysis. The target’s articles of association, any shareholders’ agreement, the capitalization table and the latest securities or share ledger must be read together.
For an SAS, the starting point is the text of the articles. 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.” In English, the articles may make any transfer of shares subject to the company’s prior approval. This is a powerful drafting rule. An approval clause may identify the competent body, the voting threshold, the notice to be served, the information to be supplied about the proposed buyer, and the consequences of silence or refusal. A buyer should not assume that the French “SAS” label means that the shares are freely transferable.
The consequence of ignoring a valid SAS approval restriction is especially serious. Article L. 227-15 provides: “Toute cession effectuée en violation des clauses statutaires est nulle.” The French word nulle means null and void: a private agreement may exist on paper, yet fail to produce the intended transfer if the mandatory company procedure was bypassed. The agreement should therefore make approval a condition precedent where approval is required, specify who must obtain it, and state whether the parties may terminate if the process fails.
The same review must identify pre-emption rights, inalienability periods, change-of-control clauses, exclusion provisions and sector-specific authorisations. Article L. 227-16 adds a distinct risk for an SAS: “Dans les conditions qu’ils déterminent, les statuts peuvent prévoir qu’un associé peut être tenu de céder ses actions.” The articles can, under their defined conditions, require a shareholder to transfer its shares. A foreign buyer who negotiates with one shareholder without checking these provisions may face a competing right, a forced-transfer mechanism or a refusal based on a procedure that was visible from the start.
For an SARL, the legal analysis is more structured when the proposed buyer is not already an associate. Article L. 223-14 of the Commercial Code states: “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.” A part sociale is a unit in a company whose capital is not divided into shares in the SAS or SA sense. “Tiers étrangers à la société” means outsiders to the company; it does not mean foreigners. The approval rule is triggered because the buyer is entering the ownership group, whether the buyer is a French individual, a French company or a foreign corporate vehicle.
The SARL notice must be planned, not improvised at closing. The seller must notify the company and the associates in the legally required form. The company then has a decision period. Article L. 223-14 states: “Si la société n’a pas fait connaître sa décision dans le délai de trois mois à compter de la dernière des notifications prévues au présent alinéa, le consentement à la cession est réputé acquis.” In other words, the statutory silence mechanism can amount to approval after three months from the last required notification, but a buyer should not rely on silence without an evidence file showing the dates, recipients and contents of every notice.
If approval is refused, the refusal does not simply end every possible route. The statute sets out a buyout process, subject to its conditions and time limits. The parties must identify who may be required to purchase the parts, how the price is determined, whether the company can reduce its capital, and what happens if the legal period expires. In a cross-border transaction, a refusal can also affect financing commitments, exclusivity, currency hedging, regulatory notifications and the buyer’s acquisition timetable. These consequences belong in the agreement’s conditions precedent and long-stop date.
Article L. 223-17 provides the short but important bridge to the general transfer rule: “La cession des parts sociales est soumise aux dispositions de l’article L. 221-14.” The deed, notice to the company and registration of the transfer must be coordinated. The official Service Public guidance on SARL parts transfers also distinguishes approval, registration duty and the filing of updated corporate information. Its practical value is that it describes the administrative sequence in addition to the statutory rule.
An SA needs a different checklist. An SA is a société anonyme, a public limited company with a more formal corporate structure. The buyer must verify the articles, the securities account or issuer records, the identity of the authorised signatory, any shareholder agreement, and any restriction resulting from a regulated activity, a public offer, a listed status or a foreign-investment control regime. The absence of an SARL-style approval vote does not mean the transaction is administratively frictionless. The company’s records must still prove the transfer, and a controlling acquisition may activate contractual or regulatory notifications.
The practical rule is simple. For an SAS, begin with the articles and shareholders’ agreement. For an SARL, treat approval of an outsider as a timetable item supported by formal notices. For an SA, begin with the securities account, articles, governance authorities and any market or regulated-sector constraints. For all three, a foreign buyer should insist that the closing deliverables identify the precise mechanism by which ownership passes.
B. Which title, authority and evidence checks protect an overseas buyer?
A current Kbis is the official extract showing key information registered for a French commercial company, including its registration number, registered office, legal form and authorised representatives. The greffe is the registry office attached to the competent commercial court. The RCS is the Trade and Companies Register, and the RNE is the National Register of Enterprises. These records are essential, but a Kbis is not a complete certificate of title to every share or part. The buyer needs the company’s internal ownership evidence as well.
For an SAS or SA, request the latest register of movements of securities, individual securities accounts, certificates or equivalent issuer records, together with the most recent capitalization table. The buyer should reconcile the number and class of securities in those documents with the articles, board or shareholder resolutions, previous transfers, capital increases, conversions and any pledges. For an SARL, request the articles, the signed transfer deeds, the associates’ register or equivalent internal records, and evidence that earlier transfers were notified and approved. If the seller’s title cannot be traced from the company’s records, a buyer should suspend signing or make the title defect a specific condition precedent.
The identity review must be wider than the person who signs the sale agreement. Obtain the seller’s exact legal name, registration number, registered office, constitutional documents, register of directors, board or shareholder resolution approving the sale, and power of attorney if the signatory is not a statutory representative. For a foreign company, ask for an incumbency or good-standing certificate where customary, a certificate of authority or equivalent corporate extract, and a legal opinion or officer certificate if the transaction’s size or the bank’s compliance policy requires one.
The French beneficial-owner record is commonly called the RBE, short for registre des bénéficiaires effectifs. It records the natural persons who ultimately own or control the company. A foreign buyer must map its ownership chain through every intermediate holding company until the relevant natural persons are identified. A new control position, a changed percentage, a new control mechanism or a change in the managing representative may require an updated declaration. A mismatch between the RBE, the capitalization table and the foreign buyer’s corporate chart is a predictable source of bank, registry and anti-money-laundering questions.
Do not treat a translated corporate extract as proof that the underlying foreign resolution exists. The closing file should preserve the original document, the certified or accepted translation where required, the apostille or legalisation when applicable, and the authority chain showing why the signatory could bind the buyer. The file should also retain the identity documents and addresses requested by the French bank, accountant, registry or tax office. A document that is technically valid but impossible for a French recipient to authenticate can delay the transaction just as effectively as a missing document.
Digital execution is workable when the evidence chain is designed in advance. Article 1366 of the Civil Code states: “L’écrit électronique a la même force probante que l’écrit sur support papier, sous réserve que puisse être dûment identifiée la personne dont il émane et qu’il soit établi et conservé dans des conditions de nature à en garantir l’intégrité.” Article 1367 adds: “La signature nécessaire à la perfection d’un acte juridique identifie son auteur. Elle manifeste son consentement aux obligations qui découlent de cet acte.” The platform’s audit trail, signer identification, timestamp, final document hash or integrity record, delegation evidence and secure retention should be kept with the closing binder.
These rules matter when the buyer and seller are in different countries and the transfer is challenged later. The parties’ contract also deserves a clear hierarchy. Article 1103 of the Civil Code states: “Les contrats légalement formés tiennent lieu de loi à ceux qui les ont faits.” Article 1193 states: “Les contrats ne peuvent être modifiés ou révoqués que du consentement mutuel des parties, ou pour les causes que la loi autorise.” The sale agreement should therefore state which document controls if the term sheet, disclosure schedule, articles, shareholder pact and closing certificate do not match.
For a buyer acquiring control, legal due diligence should cover more than ownership. Review material customer and supplier contracts, financing, security interests, tax audits, employment liabilities, pending disputes, intellectual property, personal data, licences, environmental exposure and the company’s ability to continue operating after the seller exits. In a share deal, the company remains the same contracting party. The buyer acquires the company with its historical risks, rather than receiving a clean asset package.
A useful conditions-precedent schedule can require: satisfactory title review; approval under the articles; delivery of corporate authorisations; an agreed beneficial-owner chart; release or replacement of pledges; bank confirmation of the funds flow; tax filing instructions; and a complete INPI filing pack. The schedule should also say who bears the cost of translation, legalisation, registration duty, filing fees and any correction. For a broader overview of French company formation and corporate structuring, the buyer can use the firm’s French corporate law and company formation hub, while keeping the share-transfer checklist specific to the transaction.
The final pre-signing question is whether the deal is a transfer of shares or a transfer of assets. A share transfer leaves the company’s assets and liabilities inside the entity and changes its ownership. An asset deal transfers selected business assets and usually requires a different set of consents, employee information steps, tax analysis and contract assignments. Calling an asset transaction a share transfer, or overlooking a change-of-control clause because the buyer is purchasing an entity rather than an asset, creates avoidable exposure.
II. How does a foreign buyer complete the French transfer, tax and INPI process?
A. How are the price, ownership transfer and registration duty calculated?
The purchase price should be tied to a defined economic perimeter. A foreign buyer should know whether the amount is a locked-box price or a completion-accounts price, whether cash and debt are adjusted, how working capital is measured, and whether earn-out or escrow provisions apply. The agreement should separate the price for the securities from repayment of shareholder loans, fees, tax withholdings, dividends declared before closing and any debt assumed or repaid. That separation helps the parties, the bank and the tax office understand the transaction.
If the parties dispute value, Article 1843-4 of the Civil Code sets an expert mechanism in cases where the law refers to that article. Its verified wording begins: “I. – Dans les cas où la loi renvoie au présent article pour fixer les conditions de prix d’une cession des droits sociaux d’un associé, ou le rachat de ceux-ci par la société, la valeur de ces droits est déterminée, en cas de contestation, par un expert désigné, soit par les parties, soit à défaut d’accord entre elles, par jugement du président du tribunal judiciaire ou du tribunal de commerce compétent, statuant selon la procédure accélérée au fond et sans recours possible.” This is not a general licence to reopen any negotiated price. The agreement and the statute must be checked to determine whether Article 1843-4 is engaged.
The Cour de cassation has warned against applying the mechanism outside its legal setting. In its decision of 11 March 2014, appeal no. 11-26.915, it held that “les dispositions de ce texte, qui ont pour finalité la protection des intérêts de l’associé cédant, sont sans application à la cession de droits sociaux ou à leur rachat par la société résultant de la mise en oeuvre d’une promesse unilatérale de vente librement consentie par un associé.” The official decision no. 11-26.915 is a reminder to identify the legal source of the valuation mechanism before presenting an expert as automatic.
More recently, in its decision of 7 May 2025, appeal no. 23-24.041, the Commercial Chamber stated that “l’expert peut, afin de ne pas retarder le cours de ses opérations, retenir différentes évaluations correspondant aux interprétations de la convention respectivement revendiquées par les parties.” The official decision no. 23-24.041 shows why the wording of the valuation clause matters. A foreign buyer should preserve the signed version, schedules and accounting definitions that the expert would need if a price-adjustment dispute arises.
Ownership also requires a formal record. Article L. 228-1 of the Commercial Code provides, for the relevant cases: “Dans les autres cas, le transfert de propriété résulte de l’inscription des valeurs mobilières au compte de l’acheteur ou dans un dispositif d’enregistrement électronique partagé, dans des conditions fixées par décret en Conseil d’Etat.” For an SAS or SA, the closing should therefore include the instruction and confirmation that the buyer’s securities account or the company’s electronic record has been updated. A signed agreement without the corresponding issuer record may leave the parties arguing about when the buyer became owner.
The same principle has a particular history in SARL disputes. In its decision of 4 July 2006, appeal no. 03-16.698, the Commercial Chamber held that “la vente n’étant pas devenue parfaite avant l’expiration du délai de rachat édicté par l’article L. 223-14 du code de commerce, M. X… avait retrouvé le 7 janvier 2001 la faculté de réaliser la cession de ses parts sociales à la société Sogexi.” The official decision no. 03-16.698 illustrates the practical importance of approval, buyout periods and the precise date on which the sale becomes final.
Registration duty is separate from corporate approval. Article 726 of the General Tax Code begins: “I. – Les cessions de droits sociaux sont soumises à un droit d’enregistrement dont le taux est fixé :” It then provides a 3% rate for transfers of parts in companies whose capital is not divided into shares, with the statutory allowance mechanism, and a 5% rate for transfers of interests in legal entities predominantly holding real estate. For the ordinary transfer of non-listed shares in an SAS or SA, the rate is generally 0.1%, subject to the exclusions and special rules in the article.
Two simplified illustrations make the distinction clearer:
- For a standard transfer of €500,000 of shares in a non-listed SAS, a 0.1% duty produces an indicative registration duty of €500.
- For a €500,000 transfer of SARL parts where the 3% regime applies and the full €23,000 statutory allowance is available, the indicative base is €477,000 and the indicative duty is €14,310.
These examples are not a substitute for checking the legal form, the company’s real-estate profile, the consideration and the statutory calculation. If the company is a real-estate-heavy entity, the 5% regime can apply. If the consideration is understated compared with market value, the tax base may not be limited to the headline price. The buyer and seller should agree in writing who files, who pays, who supplies the valuation support and who bears a later reassessment.
The place of signing does not, by itself, eliminate the French filing. A transaction signed in London, New York or Dubai can still concern rights in a French company and trigger French registration obligations. Article 639 of the General Tax Code states: “A défaut d’actes les cessions d’actions, de parts de fondateurs, de parts bénéficiaires des sociétés dont les droits sociaux ne sont pas négociés sur un marché réglementé d’instruments financiers au sens de l’article L. 421-1 du code monétaire et financier ou sur un système multilatéral de négociation au sens de l’article L. 424-1 du même code, de parts des sociétés dont le capital n’est pas divisé en actions, ou de participations dans des personnes morales à prépondérance immobilière au sens du troisième alinéa du 2° du I de l’article 726 doivent être déclarées dans le mois de leur date.”
Where there is a written deed, the official impots.gouv.fr guidance on transfers of social rights confirms the one-month registration timetable and identifies the relevant tax service. Where the transfer is not recorded in a deed, the parties may need the declaration route, including form 2759 where applicable. The buyer should obtain the receipt or registration evidence, not merely an email saying that the filing was intended.
On closing day, use a signed funds-flow memorandum. It should state the account from which the foreign buyer pays, the account receiving the price, the currency, the exchange-rate source, any escrow, bank charges, withholding and the documents released against payment. A compliance bank may request the sale agreement, corporate resolutions, beneficial-owner chart, source-of-funds evidence and a copy of the target’s Kbis. Preparing the file before the closing date avoids a situation in which the transfer is signed but the bank freezes the payment for lack of authority evidence.
B. Which tax, INPI, RCS and beneficial-owner filings come after closing?
Post-closing work should be divided into four tracks: the company’s internal ownership records; tax registration; the public corporate filing; and the beneficial-owner update. Completing one track does not automatically complete the others. A new shareholder may appear in an internal register while the RNE still shows old directors or an old distribution of capital. Conversely, an updated Kbis does not prove that the securities ledger was correctly updated.
First, complete the internal ownership record. For an SAS or SA, obtain a closing certificate or account statement showing the buyer’s securities and the date of registration. For an SARL, preserve the executed deed, evidence of notice or acceptance by the company, the approval decision, the updated articles where required and the internal ownership record. The company’s representative should sign a short post-closing certificate identifying the new holder, the number and class of securities or parts, and the date on which the transfer was recorded.
Second, complete the tax track. File the deed or declaration with the competent registration service within the applicable period, pay the registration duty and retain the receipt. The official 2759-SD form page explains that this form is for a transfer not recorded in an act; it is not a substitute for the corporate filing with the registry. If a notary, accountant or French counsel handles the tax step, the engagement should specify the exact filing and the document proving acceptance.
Third, update the public corporate information through the Guichet unique, the single online channel for French business formalities. INPI is the French National Institute of Industrial Property; in this context it operates the platform that transmits formalities to the relevant registers. The official INPI page on the Guichet unique and RNE explains that the service centralises registrations, modifications, cessations and other business formalities.
The exact filing depends on what changed. If the articles contain a capital-distribution clause naming associates or shareholders, the articles may need to be updated and filed. A change in the legal representative, registered office, activity or other registered information requires its own formal declaration. A pure transfer of SAS shares that changes only the internal securities ledger may not require the same public filing as a SARL transfer, but the company must still check whether its articles, beneficial-owner record or registered representatives changed. The official Service Public guidance on SAS share transfers describes the relationship between the securities movement register, individual accounts, updated articles and the Guichet unique.
For an SARL, the company should verify the updated articles and registry formalities carefully. The Service Public route for SARL and EURL part transfers explains the transfer-specific sequence, including the effect of approval and the registration-duty treatment. A foreign buyer should ask for the submission receipt, any request for correction from the registry and the final updated extract. “Submitted” is not the same as “accepted”; a rejected or incomplete filing must be corrected before the post-closing checklist is closed.
Fourth, update the RBE. The declaration should reflect the natural persons who ultimately own or control the French company after the foreign acquisition. This includes looking beyond the immediate buyer. If the buyer is a fund, holding company or group company, the filing package must explain the ownership chain and the control rights. If no natural person can be identified through ownership, the relevant control-by-management analysis must be considered under the applicable rules. A new RBE filing should be consistent with the buyer’s KYC chart, the company’s capitalization table and the corporate resolutions.
Board mandates, bank powers and tax-account access should be reviewed at the same time. A change of ownership may require a bank to refresh its customer file, even if the French company’s account number remains unchanged. Replace former signatories, confirm the new director’s authority, update the accountant’s instructions and ensure that the foreign buyer can access the company’s professional tax account. If the company has a payroll provider, insurer, regulated licence or material customer with change-of-control language, send the required notices only after confirming the contract’s deadline and recipient.
The BODACC is the Bulletin officiel des annonces civiles et commerciales, the official bulletin for certain commercial announcements. It is not a universal substitute for the Guichet unique, tax registration or an ownership-ledger update. The parties should identify whether a notice is required for the transaction or a related corporate change and, if so, keep the publication reference. An assumption that every share transfer receives the same BODACC treatment can lead to an incomplete file.
A disciplined closing binder should contain, in this order:
- the signed sale and purchase agreement, schedules, disclosure letter and any price-adjustment statement;
- the seller’s and buyer’s corporate authorisations, powers of attorney and authority evidence;
- the SAS approval, SARL approval or other consent, with notices and dates where relevant;
- the updated securities ledger, individual accounts, share register or SARL ownership record;
- the funds-flow memorandum and evidence of payment;
- the tax registration or 2759 declaration, duty calculation and receipt;
- the INPI Guichet unique submission, correction messages and final acceptance evidence;
- the updated Kbis and RNE information, where a public record changed;
- the updated RBE declaration and the ownership-chain chart; and
- the translations, apostilles, legalisations, bank confirmations and post-closing certificates.
Keep a deadline table with the responsible person, the filing destination, the date sent, the acknowledgement, the expected response and the escalation route. The French word greffe can refer to the registry office, while Guichet unique identifies the online filing channel; neither label should be used as a reason to leave ownership evidence in an email inbox. The buyer should be able to show an auditor, bank, co-investor or court exactly how the transfer moved from signed agreement to recorded ownership and public compliance.
When the French registry asks for a correction, the response should address the precise defect. Common issues include an inconsistent legal name, a missing corporate resolution, an outdated article, an incomplete beneficial-owner chain, a translation that does not identify the signatory, a mismatch between the tax filing and the sale price, or an attachment in an unacceptable format. Resubmitting a larger bundle without identifying the defect usually prolongs the delay. A clean correction note should list the requested change, the replacement document and the reason the new document resolves the issue.
The public record also matters to later transactions. A future lender may rely on the Kbis and RNE, while a future purchaser will ask for the internal ledger, prior deeds and tax receipts. If the foreign buyer later sells the company, a gap in the 2026 closing file can become a representation breach or a valuation issue. The cost of preserving a precise file at the first acquisition is small compared with reconstructing authority and title after the original signatories have left.
Finally, do not confuse a change in shareholder with a change in director. A foreign buyer may acquire all shares but leave the existing president or manager in place. Alternatively, the buyer may appoint a new director at closing. Those are different corporate events, with different resolutions, filings, Kbis consequences, bank mandates and beneficial-owner implications. The closing agenda should list them separately and state which document proves each one.
Conclusion
A foreign buyer can acquire a French company efficiently when the transaction is treated as a sequence of linked legal records. Start with the articles and ownership evidence, determine whether SAS approval, SARL approval or another consent is required, and make foreign corporate authority and beneficial-owner evidence conditions of signing or closing. Then distinguish the internal transfer record from the tax registration and the INPI filing.
For the price, check the legal form and the company’s real-estate profile before applying a registration-duty rate. For ownership, obtain the ledger or account entry that proves the transfer. For the public file, submit the correct modification through the Guichet unique and verify the final Kbis, RNE and RBE position. A foreign signing location does not remove French compliance, and a successful payment does not prove that the buyer has been recorded as owner.
The strongest closing file is one in which every deadline, consent, signature, tax receipt and registry response can be matched to a responsible person and a source document. That discipline protects the buyer’s control, preserves the company’s ability to operate and makes the next financing, audit or sale materially easier.
Need a quick opinion on your case
Receive a telephone consultation within 48 hours with a lawyer from the firm.
Send the key documents and receive a first practical orientation for your French company transaction.
+33 6 46 60 58 22 — Maître Reda Kohen