You live in London, New York, Dubai or Singapore and you own shares in a French company — a SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders use), a SARL (société à responsabilité limitée, the limited liability company with stricter statutory framing), or a stake through your foreign holding. A buyer appears, or you simply want out. In France, selling those shares is not a handshake and a bank transfer. Your articles of association (statuts) may force you to offer the shares to the other shareholders first or to obtain the company’s prior approval, the sale deed must be registered with the French tax office within a short deadline with registration duty paid, and the capital gain may be taxable in France even though you live abroad — unless a tax treaty says otherwise. This guide walks through the full chain in plain English: how to check what your statuts allow, how to sign and register the transfer from outside France, what French tax hits the price and the gain, and how non-resident sellers use treaties and proof of residence to avoid double taxation. Every French acronym is explained on first use and every decisive rule is tied to the official text in force.

I. How to sell your French shares lawfully when you live abroad

A. What your statuts let you sell: lock-up, prior approval, pre-emption and why a forbidden sale is void

The first document to open is not the buyer’s offer but your company’s statuts. In a SAS, the shareholders enjoy wide contractual freedom, and that freedom usually means transfer restrictions drafted at incorporation to keep control of who enters the capital. Three clauses dominate. The lock-up clause (clause d’inaliénabilité) can freeze all transfers for a limited time, and the Commercial Code caps that freeze: “Les statuts de la société peuvent prévoir l’inaliénabilité des actions pour une durée n’excédant pas dix ans.” If your shares are still inside a ten-year lock-up you signed when the company was formed, you cannot sell them at all until it expires, however attractive the price. The second clause is prior approval (agrément): “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” Any sale of shares can be made conditional on the company’s prior consent, granted by the body and majority your statuts designate — often the shareholders collectively, sometimes the president (président, the legal representative of a SAS). The third family is pre-emption and exclusion: statuts often give existing shareholders a first right to buy on the same terms (droit de préemption) and organise the forced buyout of a shareholder in defined events (exclusion). Read all three before negotiating price, because the sanction for ignoring them is severe: “Toute cession effectuée en violation des clauses statutaires est nulle.” A sale completed in breach of the statuts is void, which means the buyer never legally becomes a shareholder, the seller is deemed never to have left, and every dividend or vote in between can be challenged.

In a SARL, the lock is statutory rather than contractual. Shares (parts sociales) cannot be sold to an outsider without the other shareholders’ consent: “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.” Your statuts may demand an even stronger majority, but never a weaker one for sales to strangers to the company. Sales between existing shareholders, to a spouse, or to children follow a lighter track unless your statuts extend the approval requirement to them — many foreign-owned SARLs do exactly that, so check. The procedure runs on notice: when the company has more than one shareholder, the planned sale is notified to the company and to each shareholder, and silence has a legal meaning — if the company has not decided within three months of the last notice, consent is deemed granted. If consent is refused, the other shareholders must within three months buy or arrange the buyout of your shares, or the company must reduce its capital, failing which you can sell to your original buyer. From abroad, diary these three-month periods carefully: a refusal that is never followed by a buyout offer still unblocks your sale once the clock runs out, but only if your notices were formally served and dated.

Practical method from outside France starts with three requests to your French counsel or accountant. First, a certified copy of the statuts in force with all transfer clauses flagged, plus the shareholder register (registre des mouvements de titres) showing your exact holding and any pledges. Second, a written approval file: your sale notice describing the buyer, the number of shares, the price and the payment terms, sent by registered letter with acknowledgment or by bailiff-equivalent electronic registered delivery to the company seat (siège social, the registered office) and to each shareholder. Third, where approval is discretionary, a short buyer presentation — identity, activity, source of funds — because approval bodies lawfully consider who enters the capital, and a file that answers their questions in advance is approved faster. If you chose your vehicle with resale in mind, the companion guide on the choice between SAS, SARL, branch and subsidiary explains which form transfers most simply for a foreign owner: choosing between a SAS, a SARL, a branch and a subsidiary in France as a foreign founder. A branch (succursale), which has no shares of its own, cannot be sold this way at all — its business assets are sold instead, under a different regime. Confirm which vehicle you hold before applying any of the steps below.

Two traps catch foreign sellers. The first is the price clause hidden in the statuts: many SAS statuts fix how an exiting shareholder’s shares are valued when approval is refused or pre-emption is exercised — an expert valuation, a multiple of turnover, or a formula. That clause overrides the price you negotiated with your buyer for the redirected sale, so read it before promising a figure. The second is the change-of-control clause: if your shares are held through a foreign holding company and you sell the holding rather than the French shares, the French SAS statuts may treat the upstream change of control as a transfer requiring approval or triggering exclusion at the French level. Selling the parent to dodge the French clause is the classic manoeuvre the clause was written to catch, and Article L.227-15 voids the downstream effects just the same. Disclose the structure early and run both levels of approval in parallel.

B. How to sign, register and file the sale from outside France without missing the one-month clock

Once approval is granted or deemed granted, the sale itself is normally a private deed (acte sous seing privé) — a written share purchase agreement signed by seller and buyer, with schedules for price, payment, guarantees and the transfer order (ordre de mouvement) that moves the shares in the company books. No notary is required for SAS shares or SARL parts, which surprises founders used to jurisdictions where every corporate deal passes before a public officer. The deed can be signed electronically from abroad with a qualified electronic signature meeting the European eIDAS standard, and bilingual deeds are common: draft in English for the parties and add a French version that governs before the French tax office and courts. The deed must identify the company by its SIREN (the nine-digit company identifier issued at registration), state the exact number and class of shares sold, the price per share and total, the payment date and method, and any deferred price top-up (complément de prix) tied to future results. Attach the approval decision and the updated shareholder details of the buyer. Keep the original, or the electronically sealed original, for the company books kept at the siège social — often with your domiciliation provider, the company that rents you the registered-office address.

Registration with the tax office is the step foreign sellers most often miss, and it runs on a short fuse. The deed must be filed for registration (enregistrement) with the business tax office (service des impôts des entreprises, shortened to SIE) of the company’s seat, in principle within one month of signature, and the registration duty (droit d’enregistrement) is paid at that moment. The charging rule is Article 726 of the General Tax Code: “Les cessions de droits sociaux sont soumises à un droit d’enregistrement”, with the rate depending on what is sold. For shares of joint-stock companies such as a SAS, the rate is 0.1 percent of the price. For SARL parts — shares of companies whose capital is not divided into shares — the rate is higher but softened by an allowance: “1° bis A 3 % : – pour les cessions, autres que celles soumises au taux mentionné au 2°, de parts sociales dans les sociétés dont le capital n’est pas divisé en actions.” On each SARL part, an allowance applies before the 3 percent: “il est appliqué sur la valeur de chaque part sociale un abattement égal au rapport entre la somme de 23 000 € et le nombre total de parts sociales de la société”. A concrete case: selling 10 percent of a SAS for 200,000 euros costs 200 euros of duty; selling SARL parts for the same price in a company of 100 parts costs 3 percent of 200,000 minus 100 times 230 euros of allowance, which is 3 percent of 177,000, or 5,310 euros. The same article reaches deeds signed abroad: transfers of shares in companies seated in France remain subject to French registration duty even when the paperwork is signed in London or Dubai, so signing offshore never avoids the SIE filing.

From abroad, organise the filing as a chain with one responsible person in France — typically your accountant or counsel holding a mandate. They file the deed through the online channel, pay the duty from the company or buyer funds as your deed allocates it (the buyer usually bears it unless agreed otherwise), and return the stamped copy with the registration reference. Late filing draws a surcharge and monthly interest, and an unregistered deed cannot be produced in court in case of dispute, which is a serious handicap if the buyer defaults on a deferred price. After registration, update the company’s internal records the same week: the transfer order entered and countersigned in the registre des mouvements de titres, the shareholder accounts (comptes d’associés) rewritten, and, where the sale moves control or crosses the 25 percent beneficial-ownership line, the register of beneficial owners (registre des bénéficiaires effectifs, shortened to RBE) updated through the INPI single portal (guichet unique, the national online desk that replaced direct filings at the commercial court registry, the greffe du tribunal de commerce). Share sales in a SAS do not change the statuts and therefore need no publication in a legal-notice journal; but if the sale also replaces the president or amends a statutory clause, those changes are filed and published separately. Ask for the full closing bundle before you consider the matter done: stamped deed, duty receipt, updated movement register extract, and, where applicable, the RBE filing acknowledgment and the fresh Kbis — the official company registration certificate — showing the new management.

Payment mechanics deserve the same care as paperwork. Route the price through identified bank accounts — the buyer’s account to your declared account — with the transfer labelled by company name, SIREN and the word cession de titres plus the deed date. Avoid netting the price against other debts between you and the buyer without a written set-off schedule attached to the deed, because unexplained netting looks like a hidden price discount to the tax office and like an unpaid balance to a later court. If part of the price is deferred or conditional on future profits, draft the earn-out as a measurable formula with accounts attached and a verification right, and align its tax treatment in the deed: French law treats later top-ups as additional sale price taxed in the year received, a point your home-country adviser must mirror so the same euro is not taxed twice in two different years. Where the buyer is itself foreign and pays from abroad, confirm exchange-control reporting on both sides early — France imposes no general exchange control inside the European framework, but your home country may require the inbound investment to be declared within weeks.

II. How France taxes the sale when the seller lives abroad and how treaties limit that tax

A. What France taxes: registration duty, capital gains on shares and the substantial-holding levy for non-residents

Three different French taxes can touch one share sale, and each has its own taxpayer, base and proof. The first, the registration duty described in Part I, is due on the deed whatever the gain — even a sale at a loss pays it, because it taxes the transfer itself, not the profit. The second is income tax on the capital gain (plus-value de cession), which taxes the profit: sale price minus acquisition price and costs. The domestic charging rule is Article 150-0 A of the General Tax Code: “les gains nets retirés des cessions à titre onéreux, effectuées directement, par personne interposée ou par l’intermédiaire d’une fiducie, de valeurs mobilières, de droits sociaux […] sont soumis à l’impôt sur le revenu.” For individuals resident in France, that gain in principle joins the flat-rate mechanism whose framework Article 200 A sets: “L’impôt sur le revenu dû par les personnes physiques fiscalement domiciliées en France au sens de l’article 4 B à raison des revenus, gains nets, profits, distributions, plus-values et créances énumérés aux 1° et 2° du A du présent 1 est établi par application du taux forfaitaire prévu au B du présent 1 à l’assiette imposable desdits revenus, gains nets, profits, distributions, plus-values et créances.” In current practice that flat rate is 12.8 percent for income tax plus 17.2 percent of social levies, a combined 30 percent often called the PFU (prélèvement forfaitaire unique, the single flat-rate levy) — but that resident mechanism is quoted here only as a landmark, because your sale as a non-resident follows the separate track below, and the treaty analysis can remove French tax entirely.

The non-resident track is Article 244 bis B of the General Tax Code, and it targets substantial holdings. It provides that gains on shares covered by Article 150-0 A, made by individuals not domiciled in France or by companies seated outside France, are computed under the standard capital-gains rules and subjected to a French levy when the seller’s stake in the company’s profits, together with spouse, parents and children, has exceeded 25 percent at any point: “Sous réserve des dispositions de l’article 244 bis A , les gains mentionnés à l’article 150-0 A résultant de la cession ou du rachat de droits sociaux mentionnés au f du I de l’article 164 B, réalisés par des personnes physiques qui ne sont pas domiciliées en France au sens de l’article 4 B ou par des personnes morales ou organismes quelle qu’en soit la forme, ayant leur siège social hors de France, sont déterminés selon les modalités prévues aux articles 150-0 A à 150-0 E et soumis à un prélèvement aux taux mentionnés au deuxième alinéa du présent article lorsque les droits dans les bénéfices de la société détenus par le cédant ou l’actionnaire ou l’associé, avec son conjoint, leurs ascendants et leurs descendants, ont dépassé ensemble 25 % de ces bénéfices à un moment”. Read that threshold as a family-wide, any-time test: if you ever held, with your close family, more than a quarter of the profit rights — even years before the sale, even briefly — the levy applies to the whole gain at the statutory rate, which for individuals mirrors the domestic capital-gains rate. Below that line, France in principle does not tax the gain of a non-resident individual on ordinary operating-company shares, and the treaty analysis below then confirms the exemption rather than creating it.

Work the arithmetic before signing, because the duty and the gain levy stack. Take a founder who subscribed 10,000 euros of SAS shares at incorporation, sells 100 percent five years later for 310,000 euros, and has always held with no family co-holding above the line. The taxable gain is roughly 300,000 euros before costs; if the 25 percent test is met through the founder’s own 100 percent holding, the French levy applies at the individual rate, mitigated only by the treaty of Part II.B; the 0.1 percent duty adds about 310 euros. Change one fact — the same shares sold by three unrelated friends holding 20, 30 and 50 percent respectively — and each seller’s position is tested separately with their own family circle: the 20 percent holder with no qualifying family top-up stays outside Article 244 bis B, while the others fall inside. Change the vehicle to a SARL and the duty jumps to the 3 percent track with the 23,000-euro allowance, while the gain analysis stays identical. And change the company to a property-rich vehicle whose assets are mostly French real estate, and a different article — 244 bis A, expressly reserved in the text quoted above — pulls the gain back into French tax regardless of the percentage, with its own treaty exceptions. Tell your adviser what the company owns, not just what it does: a consulting SAS in Paris and a SCI (société civile immobilière, the non-trading property company) holding a Paris building are taxed on sale under different articles even when both sellers live in the same London street.

Losses and costs follow the same computation rules as for residents: acquisition price evidenced by the subscription receipt or earlier purchase deed, plus documented acquisition costs, subtracted from the sale price, with the earn-out top-ups taxed when received. Keep every historical deed — subscription, earlier transfers, capital increases you funded — because the SIE and any treaty partner will ask how the acquisition price is proved, and a founder who subscribed online years ago and lost the receipt rebuilds that proof slowly from bank archives. If the sale is at a loss, file the position anyway: the loss is declared in the French non-resident return so it can offset gains of the same year or be carried forward within statutory limits, and the filed loss closes the file instead of leaving an open question the administration revisits with an estimated assessment.

B. How to pay only what treaties allow: residence proof, treaty caps and the reclaim file from abroad

French domestic law is only half the answer, because almost every sale by a foreign seller also falls under a bilateral tax treaty, and treaties override domestic law in the taxpayer’s favour. France maintains treaties with the United States, the United Kingdom, Canada, most European states and many others, and the capital-gains article of each treaty — usually Article 13 — allocates the right to tax share-sale gains. The standard pattern for an operating company is exclusive residence taxation: the gain on shares of a company that is not principally a real-estate vehicle is taxable only in the seller’s country of residence, which removes the Article 244 bis B levy entirely. The mirror pattern for real-estate-rich companies gives France a retained right to tax, capped or shared under conditions the treaty defines. Which pattern applies to your sale depends on two facts — the treaty text for your country and the company’s balance sheet — so pull both before the deed is signed: the treaty article from the official treaty record and the latest approved accounts showing the property ratio. The tax administration’s published commentary (BOFiP, the Bulletin officiel des finances publiques, the administration’s official public commentary) and the impots.gouv.fr professional pages walk through the current filing channels for non-resident sellers: BOFiP official tax commentary and impots.gouv.fr professional section on company tax filings.

Claiming the treaty follows a documentary rhythm similar to dividend reclaims but with its own forms and office. The seller obtains a tax-residence certificate for the year of sale from the home tax authority — the American Internal Revenue Service Form 6166, the British HMRC certificate of residence, or the equivalent elsewhere — ideally before the deed is signed, because some authorities issue it only after the local return cycle. The French position is then declared to the non-resident tax office (Service des impôts des particuliers non-résidents, shortened to SIPNR, for individuals; the foreign-company desk for corporate sellers): either no French levy is due under the treaty, with the residence certificate and deed attached, or the levy was withheld or assessed and a refund of the excess is claimed with the same bundle plus the payment receipt and the bank trace of the price. Where the buyer, the bank or the SIE applied the domestic levy at source despite the treaty — common when the residence file arrived after the transfer — the reclaim runs on the general tax-claim time limit, in practice before 31 December of the second year after the levy, with interest within statutory bounds. File early, file complete, and keep the acknowledgment: a 5000-series residence form for the wrong year, a claim signed by someone without authority over the seller, or a computation that mixes the registration duty with the gain levy accounts for most rejections. Only the levy on the gain is treaty-relievable; the 0.1 or 3 percent registration duty on the deed is not a treaty tax and is never refunded through this channel.

Three frontier situations need a short warning because foreign founders meet them often. The first is the American seller: the France-United States treaty and the FATCA information-exchange framework mean the sale is reported on both sides, and the American return taxes the worldwide gain while granting a credit for any French tax allowed by the treaty. Coordinate the French non-resident filing with the American return so both describe the identical gain, price and date — mismatched figures generate paired audits. The second is the holding-company seller: where the French shares are held through a Dutch, Luxembourg or Emirati holding, treaty protection is tested at the level of the beneficial owner with substance — real board meetings, staff or genuine management, accounts of its own — and not at the level of a mailbox that received the shares weeks before the sale. The third is the departing founder who recently left France: French exit-tax and deferred-charge rules can follow unrealised gains after departure, and a sale within a few years of leaving needs its own analysis alongside Article 244 bis B, because the treaty article on residence at sale time interacts with the exit charge imposed at departure time. None of these blocks a sale; each only changes which office gets which form in which month. Done correctly, the chain reads cleanly end to end: a sale the statuts permitted, a deed registered within the month with the correct duty, a gain computed from proved acquisition costs, and a treaty file that leaves France exactly what the treaty allows — which, for an ordinary operating-company stake sold by a treaty resident below the substantial-holding line, is often nothing on the gain and only the small duty on the deed.

Conclusion

Selling French shares from abroad is a four-step discipline, not a single signature. Confirm the statuts allow the sale — no lock-up running, approval applied for or pre-emption served under Articles L.227-13, L.227-14 and L.223-14, on pain of nullity under Article L.227-15. Sign a precise deed and register it within one month with the SIE, paying 0.1 percent on SAS shares or 3 percent with the 23,000-euro allowance on SARL parts under Article 726. Compute the gain under Article 150-0 A, test the 25 percent family-wide substantial-holding line of Article 244 bis B, and then apply the treaty: residence certificate for the year of sale, declaration to the non-resident office, reclaim of any excess before the claim deadline. Keep the bundle that proves each step — statuts extract, approval decision, stamped deed with duty receipt, updated movement register, acquisition-price history, bank trace of the price, and residence certificate. With that file, a sale negotiated in English, signed from London, New York or Dubai, and taxed once under the right treaty survives every audit on both sides of the border.