You live in London, New York, Dubai or Singapore, and a French business is for sale: a restaurant in Paris, an online shop with French customers, a small factory in Lyon, or simply the shares of a French SAS that already employs staff and invoices in euros. Buying from abroad is entirely possible, and foreign buyers do it every week, but France channels every acquisition through formal steps that have no exact equivalent in common-law practice. The price is frozen for creditors, the staff moves with the business by operation of law, the commercial lease follows the fonds de commerce even when the landlord objects, and the shareholders of a SARL can block your entry as a buyer. Each of these rules can protect you or cost you a six-figure sum, depending on whether you knew about it before signing.
This guide explains, in English and for a buyer living abroad, the two roads into a French business: buying the assets, known as the fonds de commerce (the business as a going concern: lease, equipment, stock, trade name, customers, licences), or buying the company itself through its shares or parts sociales (the ownership units of a SARL, the limited-liability company with intuitu personae, meaning a company built around the identity of its members). You will learn how the sale becomes enforceable against third parties through registration and publication in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette for business notices), why the purchase price must sit with a séquestre (a neutral escrow holder, usually a lawyer, notary or bank), how creditors can freeze the price within ten days, what happens to employees and the lease, how share transfers are approved and priced, and how to dispute each problem from abroad without flying to France for every hearing.
I. Buying the business itself: the fonds de commerce route, its creditors, its lease and its staff
A. What you really buy when you buy a fonds de commerce, and how the sale becomes binding on everyone
A fonds de commerce is not a company and not a building. It is the bundle that makes a business run at a given address: the clientele and goodwill, the trade name and signs, the right to the commercial lease, the furniture, equipment and tools, the stock, and sometimes patents, trademarks, licences and administrative authorisations. When you buy a fonds de commerce, you buy these assets, not the seller’s debts. That single sentence is the main reason foreign buyers prefer the asset deal: the seller’s tax arrears, URSSAF (the French social-security collection agency) debts and supplier balances stay, in principle, with the seller. The exceptions, creditors freezing your price, the tax administration chasing recent taxes, and staff claims, are examined below, and each of them is manageable when the timetable is respected.
The contract itself can be a private deed (acte sous seing privé, an agreement signed by the parties without a notary) or a notarial deed (acte authentique, an agreement received by a notary with stronger evidentiary force). In practice, cross-border buyers use a private deed drafted by a lawyer, followed by registration with the tax administration, because the notarial route adds cost without changing the creditor timetable. Whatever form you choose, French law treats disguised transfers as sales: “toute vente ou cession de fonds de commerce, consentie même sous condition ou sous la forme d’un autre contrat,” and requires publication: “dans la quinzaine de sa date, publiée à la diligence de l’acquéreur sur un support habilité à recevoir des annonces légales dans le département dans lequel le fonds est exploité et sous forme d’extrait ou d’avis au Bulletin officiel des annonces civiles et commerciales.” In plain terms, any sale, even conditional or dressed up as another contract, must be published within fifteen days of its date by the buyer, twice: in a legal-notices paper of the département (the French administrative district where the business operates) and in the BODACC. Miss the publication and the sale remains valid between you and the seller but fragile against everyone else, which is exactly the population you need protection from: creditors, the tax office and a second buyer.
Before publication comes registration (enregistrement, the stamping of the deed by the tax office that fixes its date and triggers transfer duties). The statute makes the order mandatory: “La publication de l’extrait ou de l’avis faite en exécution de l’article précédent doit être, à peine de nullité, précédée soit de l’enregistrement de l’acte contenant mutation, sauf s’il s’agit d’un acte authentique, soit, à défaut d’acte, de la déclaration prescrite par les articles 638 et 653 du code général des impôts.” The published notice must then state the registration references, the date of the deed, the names and addresses of seller and buyer, the nature and seat of the business, the price including charges, the opposition period open to creditors, and an elected address for service (élection de domicile, a local address where creditors send their claims) within the court’s district. For a buyer abroad, the practical lesson is to appoint your lawyer’s French office as that address and to keep the file open for at least a month after the last publication, because everything that follows runs from these dates.
Transfer duties (droits d’enregistrement, the proportional tax levied on the transfer) are paid on the price plus charges, on a sliding scale that currently runs from zero on the first 23,000 euros to 5 percent on the portion above 200,000 euros for most commercial businesses, with specific abatements for small towns and employee buyouts that your lawyer checks at signing. The duties do not change the commercial logic of the deal, but they explain why the price stated in the deed must match the economics exactly: an understated price exposes you to a tax reassessment (redressement, a corrected tax bill with penalties), while side payments discovered later destroy the protection of the escrow. Once registered and published, the buyer files the takeover on the Guichet unique (the INPI single online window that replaced the old commercial-court filings), the RCS (registre du commerce et des sociétés, the trade and companies register kept by the greffe, the clerk’s office of the commercial court) records the new operator, and a fresh Kbis (the official company identity card proving registration) reflects the business under your control.
A final preliminary check belongs to every foreign buyer: the capacity and powers of the seller. Ask for a Kbis of less than three months, the identity and authority of the signatory, any mandat ad hoc, safeguard or insolvency entry, and the marital or corporate authorisations when the seller is an individual or a company. A sale signed by a person without authority, or by a company already stripped of its powers by insolvency proceedings, produces litigation instead of a business. Your lawyer verifies these points on the BODACC and the RCS before any money moves, in one morning, for a fraction of the dispute that follows when they are skipped.
B. Creditors, the escrow, the lease and the employees: the three mechanisms that decide what the price really buys
The most dangerous line in a French asset deal is the one the buyer pays too early. The purchase price of a fonds de commerce is not paid hand to hand on signing day. It is placed with a séquestre, and it stays there while the seller’s creditors decide whether to object. The statute gives them a short but real weapon: “Dans les dix jours suivant la dernière en date des publications prévues à l’article L. 141-12, tout créancier du précédent propriétaire, que sa créance soit ou non exigible, peut former au domicile élu, par acte extrajudiciaire ou par lettre recommandée avec demande d’avis de réception, opposition au paiement du prix.” Any creditor of the seller, even with a debt not yet due, can within ten days of the last publication send an opposition to the elected address, by bailiff’s writ or registered letter. The opposition must, on pain of nullity, state the amount and cause of the claim and elect an address in the district of the business: “L’opposition, à peine de nullité, énonce le chiffre et les causes de la créance et contient une élection de domicile dans le ressort de la situation du fonds.” And the freeze is collective: “Aucun transport amiable ou judiciaire du prix ou de partie du prix n’est opposable aux créanciers qui se sont ainsi fait connaître dans ce délai.” meaning no private or court-ordered transfer of the price can be held against the creditors who objected in time.
The Cour de cassation (the French supreme court for civil, commercial and criminal matters) has drawn the full consequence for impatient buyers. In a widely commented ruling of 8 March 2023, pourvoi No. 21-18.677, it held that “l’acquéreur d’un fonds de commerce, qui paie son vendeur avant l’expiration du délai de dix jours suivant la publication de la vente, ouvert aux créanciers du précédent propriétaire pour former opposition au paiement du prix, n’est pas libéré à l’égard des tiers.” The facts were brutal: the buyer had paid the balance of about 1.37 million euros directly to the seller instead of the escrow lawyer, the seller went into liquidation a year later, and the liquidator claimed the price again from the buyer. The Court added that “le paiement fait au vendeur du fonds, avant l’expiration du délai d’opposition, leur est inopposable.” the payment made before the deadline cannot be held against the creditors. A foreign buyer who wires the price to the seller’s account on closing day to save escrow fees can therefore end up paying twice. The discipline is simple: full price to the séquestre, no release before the opposition period plus a safety margin, and distribution only against proof that oppositions are lifted, paid, or judicially cleared.
Not every opposition deserves to block the money. An abusive or baseless creditor cannot hold the deal hostage forever. The Commercial Code provides that “Si l’opposition a été faite sans titre et sans cause ou est nulle en la forme et s’il n’y a pas instance engagée au principal, le vendeur peut se pourvoir en référé devant le président du tribunal, à l’effet d’obtenir l’autorisation de toucher son prix, malgré l’opposition.” The seller, and in practice the buyer pressing the seller, can apply to the president of the court in summary proceedings (référé, a fast-track hearing for urgent or undisputed matters) for authorisation to collect the price despite the opposition. From abroad, this is handled by your French counsel with a power of attorney, and judges rule in weeks, not years. Your purchase agreement should therefore state who challenges oppositions, who pays the costs, and what happens if an opposition exceeds an agreed threshold: price retention, seller guarantee, or a walk-away right.
Beyond oppositions, two older securities survive in the background. The seller’s privilege (privilège du vendeur, a registered security over the business guaranteeing the unpaid price) and the pledge of the fonds (nantissement, a registered charge without dispossession) must be checked at the greffe before signing; a buyer who ignores them inherits a business encumbered with published charges. The tax administration also keeps a special weapon, the solidarity of the buyer for the seller’s recent direct taxes and VAT, subject to prior notice and time limits, which is why the standard clause requiring the seller to produce tax clearance certificates (certificats de régularité fiscale et sociale) matters more than its modest appearance. None of this kills asset deals. It explains why serious buyers budget three to six weeks between signing (compromis, the preliminary agreement) and closing, and why the escrow letter is the most negotiated document after the price.
The lease is the second decisive mechanism, and often the true object of the purchase: many Paris shops are bought for their 3/6/9 lease (bail commercial, the commercial lease with nine years and tenant termination every three) in a prime street rather than for their stock. French law protects the buyer against the landlord on this exact point: “Sont également réputées non écrites, quelle qu’en soit la forme, les conventions tendant à interdire au locataire de céder son bail ou les droits qu’il tient du présent chapitre à l’acquéreur de son fonds de commerce ou de son entreprise ou au bénéficiaire du transfert universel de son patrimoine professionnel.” Any clause forbidding assignment of the lease to the buyer of the business is deemed unwritten, whatever its form. The landlord cannot block the transfer itself, though the lease can require that the seller remain guarantor (garant solidaire, a joint guarantor of the buyer’s rents) for a time, and can demand to be called to the deed. A foreign buyer should therefore read the lease before the price: remaining duration, rent and indexation, authorised activities (destination, the contractual use of the premises), planned rent revision, and any unpaid rents that will surface as oppositions. Buying a business without reading its lease is buying a price without its main asset.
The employees come third, and they come automatically. Article L. 1224-1 of the Labour Code provides that “Lorsque survient une modification dans la situation juridique de l’employeur, notamment par succession, vente, fusion, transformation du fonds, mise en société de l’entreprise, tous les contrats de travail en cours au jour de la modification subsistent entre le nouvel employeur et le personnel de l’entreprise.” Every employment contract in force on the day of the transfer continues with the new owner, with seniority, salary and accrued rights intact. You cannot pick the team and leave the wage bill: dismissing inherited staff to cut costs exposes you to unfair-dismissal claims before the conseil de prud’hommes (the French labour court), and the dismissal indemnities follow the statutory and conventional scales. The seller must inform and consult staff representatives where they exist, and must deliver exact payroll data: headcount, contracts, working time, absences, ongoing disputes, and URSSAF standing. A buyer from abroad prices this by obtaining the payroll audit before the compromis, not after, and by inserting a specific indemnity for employment liabilities arising before closing.
II. Buying the company itself: shares, price, registration and disputes handled from abroad
A. SARL parts or SAS shares: who can block your entry, how the price is fixed, and what the seller guarantees
Buying shares means buying the company with its history: contracts, debts, tax positions, disputes and staff, all included. The price per share is usually lower in risk-adjusted terms than an asset deal only when the buyer has audited that history, which is why share deals live or die on due diligence (audit d’acquisition, the review of accounts, contracts, litigation, tax and employment before purchase) and on the seller’s warranty. The first question is whether you can even become a shareholder. In a SARL, the answer belongs to the existing members: “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.” Transfers to outsiders require the consent of members holding at least half the parts, and the articles can demand more. The procedure is formal: notify the company and each member, wait up to three months, and silence means consent. If consent is refused, the members must within three months buy or procure the purchase of the parts at a price fixed under article 1843-4 of the Civil Code, unless the seller withdraws. For a foreign buyer, the lesson is to condition the entire deal on obtaining the agrément (the approval of the new shareholder) and to calendar the three-month windows from the notification dates, proved by bailiff or registered letter.
In a SAS (société par actions simplifiée, the flexible company form favoured by investors and start-ups), freedom of contract rules instead: “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” The articles may, but need not, require approval. Foreign buyers therefore read the SAS articles and any shareholders’ agreement (pacte d’associés, the private contract organising transfers, pre-emption, tag-along and exclusion) before negotiating price: pre-emption rights (droit de préemption, the priority right of existing shareholders to buy), inalienability clauses, forced-sale and exclusion clauses all shape what you can actually acquire. Where approval applies and is refused, the articles organise the repurchase; where the articles are silent, the sale is free. Do not confuse SAS flexibility with absence of control: listed-style investor pacts in French SAS companies routinely contain exclusion and buy-out clauses that bite precisely when a foreign fund enters.
The price mechanism deserves the same attention as the entry right. Share prices move between signing and closing as cash, debt and working capital move, so serious deeds define the price as a formula: reference accounts, closing accounts, expert determination, and an earn-out (complément de prix, the additional price paid when agreed targets are met) where the parties share the uncertainty. When the parties refer valuation to a third party, judges hold them to it: only a gross error by the expert reopens the figure. French courts have applied this discipline to share sales accompanied by asset-and-liability warranties, recalling in a 7 October 2014 ruling, pourvoi No. 13-17.839, that “cette cession était assortie d’une garantie de passif et d’actif” and then working through price and warranty as the contract organised them. Draft the expert clause with the expert’s identity or appointment method, the accounting standards, access rights, timetable and the gross-error standard, and the price becomes a calculation instead of a second negotiation.
When the law itself sends valuation to an expert, article 1843-4 of the Civil Code governs: “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.” The court-appointed expert applies the valuation rules of the articles and agreements where they exist, and the decision is fast and without appeal. The seller’s warranty (garantie d’actif et de passif, the promise that the accounts are accurate and that the seller covers hidden liabilities) completes the price: capped amount, time limit, threshold and basket (seuil et franchise, the minimum claim and deductible), notification procedure, and a bank guarantee or retained price when the seller leaves France after closing. A foreign buyer who accepts an uncapped, unwarranted price for a company with French tax and employment exposure has not negotiated a bargain; the buyer has volunteered for the seller’s history.
Two contributions of assets deserve a warning because foreign groups use them often. When a business is contributed to a company rather than sold, creditors of the contributor declare their claims to the commercial-court greffe within ten days of the last publication, and without challenge or annulment, “la société est tenue, solidairement avec le débiteur principal, au paiement du passif déclaré dans le délai ci-dessus et justifié.” the receiving company becomes jointly liable for the declared and proved liabilities. Groups that move a French business between entities for reorganisation purposes discover this solidarity too late. Route the contribution through counsel, publish correctly, and calendar the creditor window exactly as in a sale.
B. Registering the deal, paying the tax and fighting back from abroad when something goes wrong
Closing day is an administrative beginning, not an end. For an asset deal, the buyer registers the deed, publishes in the legal-notices paper and the BODACC, pays transfer duties, files the takeover on the Guichet unique, and updates the RCS entry so the Kbis names the new operator. For a share deal, the company updates its shareholder register (registre des mouvements de titres, the book recording share transfers), amends the articles when governance changes, files the new directors and any new address with the Guichet unique, and declares the new beneficial owners in the RBE (registre des bénéficiaires effectifs, the register of natural persons ultimately owning or controlling the company). Registration duties on share transfers are lighter than on asset deals, historically 3 percent for SARL parts after an abatement and 0.1 percent for SAS shares, but the rates, caps and exemptions move with finance laws, so your counsel confirms the tariff at signing rather than quoting last year’s deal. The pillar guide for foreign founders on this site, Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire, describes the Guichet unique, Kbis and VAT mechanics that the same buyer meets again on the acquisition side.
Money flows need the same preparation as filings. French banks apply strict anti-money-laundering and know-your-customer checks to foreign buyers, and the funds for the price, the escrow and the duties should arrive in France days before closing with full proof of origin. When a bank refuses or freezes an account, the Banque de France right-to-account procedure (droit au compte, the statutory procedure designating a bank obliged to open a basic account) offers a remedy, but it takes time that a closing timetable rarely has. Open the French acquisition vehicle and its account early, test a first transfer, and keep a second banking option ready. The buyers who close smoothly are the ones whose money cleared before the lawyers met.
Disputes follow predictable paths, and each of them can be run from abroad through French counsel. If a creditor’s opposition freezes your price unfairly, the seller seeks release in référé under article L. 141-16, and your deed should oblige the seller to act and to bear the costs. If the seller hid liabilities after a share deal, you notify the warranty claim within the contractual deadline, quantify with your accountant, and claim against the cap, the bank guarantee or the retained price; beyond contract, fraud (dol, a deliberate deception inducing consent) and the guarantee against hidden defects can support court action within their own limitation periods. If the members of a SARL refuse approval abusively or stall the repurchase, you enforce the three-month buy-or-release timetable of article L. 223-14 before the commercial court. If inherited employees challenge dismissals, the file is defended before the conseil de prud’hommes with the transferred contracts, pay records and consultation minutes. And if the tax administration reassesses transfer duties or the seller’s pre-closing taxes, you answer within the stated deadlines, request the documents, and escalate from claim (réclamation) to court (recours) with the same counsel. None of these steps requires your permanent presence in France: a notarised or apostilled power of attorney, a French address for service at your lawyer’s office, and video-conference preparation cover almost everything until a personal appearance is ordered.
Limitation periods decide silent cases, so calendar them at closing. Warranty claims live inside the contractual period you negotiated, often twelve to thirty-six months for general risks and the full statutory period for tax and employment. Nullity actions for defective publications or approvals, liability claims against the deed’s drafter, and commercial claims each carry their own clocks, and French courts apply them strictly. Your closing binder should therefore contain a one-page table: each risk, its deadline, the court or office concerned, and the person responsible for watching it. Foreign owners who centralise this table in one law firm keep their rights; those who scatter it across emails lose them quietly.
Conclusion
Buying a French business from abroad succeeds when the buyer treats French formalities as deal terms rather than paperwork. Choose the asset deal when you want the business without its history, and accept the price freeze, the ten-day creditor window and the escrow discipline that come with it. Choose the share deal when you want contracts, licences and momentum preserved, and pay for that continuity with due diligence, a priced formula, an expert clause and a capped, guaranteed warranty. In both roads, read the lease before the price, count the staff costs before the synergies, publish and register before celebrating, and keep every deadline in one calendar held by counsel in France. The buyers who pay twice are rarely the victims of French law; they are the buyers who wired the price to the seller before the tenth day, skipped the greffe search, or signed a share price without an expert. Do the formal steps first, and France sells you exactly what the deed says: a business that opens on Monday morning, with customers, staff, a lease and a Kbis in your name.
Need a quick opinion on your case
A telephone consultation within 48 hours with a lawyer from the firm helps you choose between an asset deal and a share deal, secure the price with an escrow, and challenge an opposition, a refusal of approval or a reassessment. Call +33 6 46 60 58 22 — Maître Reda Kohen. Contact the firm in France.