The price of a business stays locked with the escrow holder for several months, while the seller’s creditors come forward and the tax authorities are paid. Badly structured, the sale exposes the buyer to the seller’s liabilities. The operation follows protective formalism: deed particulars, legal publicity, price blocking, information of creditors and employees.
As a sale-of-business lawyer in Paris, Maître Léa Scemama assists sellers and buyers, from the preliminary audit to drafting the deed and releasing the escrow, so that the transfer is legally sound and financially secure. See all our services in corporate law.
How we work
| When we act | What we do | What you receive |
|---|---|---|
| Before the offer | Audit of the business: customer base, lease, contracts, staff, registered charges and liens | A risk note and the points on which to renegotiate the price |
| Employee information | Implementing the applicable regime according to headcount, individual notice or works council consultation | A formality that is traceable, dated and enforceable |
| The deed of sale | Drafting, conditions precedent, non-re-establishment clause, allocation of the price between the assets | A complete and balanced deed |
| After signature | Publication, escrow, monitoring of creditors' objections, the buyer's joint tax liability | Follow-up until the funds are actually released |
| Dispute | Inaccurate information, warranty claims, breach of the non-re-establishment clause | Proceedings brought before the competent commercial court |
Our billing arrangements are set out on our fees page.
What a business (fonds de commerce) covers
A business (fonds de commerce) is a set of elements dedicated to running a commercial activity. It includes intangible elements, goodwill and clientele, the trade name, the sign, the lease rights, licences and authorisations, possibly trademarks or domain names, and tangible elements: equipment, tools and stock.
The clientele is its central element: without its own clientele there is no business. It is also what gives it value, and therefore the main issue in setting the price.
Selling the business or selling the company?
The same operation can often be structured in two ways: the sale of the business (selling the operating assets) or the sale of the shares of the company operating it (selling the whole structure). The two routes do not share the same legal regime, taxation or allocation of risk.
In a sale of the business, prior liabilities in principle remain with the seller, which protects the buyer; in a sale of shares, the buyer takes over the company with its history, hence the importance of a warranty on assets and liabilities. The firm helps you choose the most suitable structure before starting negotiations.
The deed of sale and its particulars
The deed of sale precisely describes the business sold, its price and its allocation between intangibles, equipment and stock. It traditionally contains information decisive for the buyer’s consent: turnover and results of recent financial years, the state of registered privileges and pledges, and the details of the lease. Inaccurate or incomplete information may give the buyer a remedy.
The firm drafts a complete and balanced deed, with the appropriate clauses: conditions precedent (obtaining financing, landlord approval), the seller’s non-compete clause, the treatment of ongoing contracts and the terms of the guarantee.
Price escrow and the creditors’ right of opposition
After signing, the price is not immediately released to the seller: it is held in escrow for several months. This period allows the seller's creditors' opposition right to be cleared, they may come forward after the sale is published to assert their claims, and the taxes due on the sale to be settled.
This mechanism protects the buyer, who might otherwise have to pay some of the seller’s debts even after paying the price. The firm arranges the escrow and follows the opposition procedure through to the release of funds.
Employee information on a business sale
The regime changed on 27 July 2026. The economic simplification law of 26 May 2026 applies to every sale concluded from that date.
| Position of the business | What applies from 27 July 2026 |
|---|---|
| No obligation to set up a works council, that is fewer than 50 employees | Each employee is informed individually, at the latest one month before the sale, against two months previously (article L141-23 of the Commercial Code) |
| Obligation to set up a works council, that is 50 employees or more | The works council is informed and consulted on the sale project, with no individual information of employees (article L141-28 of the Commercial Code) |
| 50 employees or more but no works council, recorded by a formal statement of default | Individual information of employees applies again |
The headcount test changed in nature. The regime is no longer read in employee brackets but by whether the business must set up a works council. The 250 employee ceiling, which previously kept larger businesses outside the regime, has gone: a sale of business in a company of 300 employees now calls for information and consultation of the works council.
The purpose is unchanged: allowing one or more employees to make a buyout offer. It is neither a veto nor a right of first refusal.
Where the obligation is not met, the sanction is a civil fine capped at 0.5 per cent of the sale price. Nullity of the sale, the original sanction of the regime, is no longer incurred.
The commercial lease, a key asset of the business
The lease rights are often the most valuable element of the business. The commercial lease is in principle transferred as of right to the buyer (article L145-16 of the Commercial Code), but its clauses, landlord approval, the seller’s joint guarantee, permitted use, must be carefully analysed. The firm draws here on its experience of commercial leases.
Formalities, publicity and taxation
Once the deed is signed, several formalities follow within strict deadlines: registration of the deed with the tax authorities, publication of a notice in a legal gazette and then in the BODACC, which starts the creditors’ opposition period. Registration duties, calculated on a progressive scale based on the price, are in principle borne by the buyer.
The firm manages all these formalities and ensures deadlines are met, on which the validity of the sale and the release of the price depend.
Why entrust the sale to a lawyer?
The sale of a business crystallises, in a single deed, issues of commercial law, contract law, leases and taxation. The lawyer secures the negotiation, protects the buyer against hidden liabilities and the seller against any challenge to the sale. The firm also handles neighbouring operations: the formation of the operating company, the commercial contracts taken over and, in case of dispute, commercial litigation.
Frequently asked questions
What is the difference between selling a business and selling shares?
Selling a business (fonds de commerce) means selling the activity itself (goodwill, sign, lease rights, equipment) without transferring the company: prior debts in principle remain with the seller. Selling shares means selling the company, with its assets but also its liabilities. The choice has major legal and tax consequences and should be decided before any negotiation.
Why is the sale price held?
The price is placed in escrow, usually with the drafter of the deed or a notary, for several months. This protects the buyer: it allows the seller’s creditors’ opposition period to run and the taxes on the sale to be paid before the price is released to the seller, so the buyer avoids paying twice.
Is the commercial lease transferred to the buyer?
Yes. Under article L145-16 of the Commercial Code, the commercial lease is in principle transferred as of right to the buyer of the business; clauses prohibiting such transfer are deemed unwritten. The lease terms (landlord approval, joint guarantee of the seller) must nonetheless be checked to secure the operation.
Must employees be informed before a sale?
Yes, and the rules changed on 27 July 2026. The economic simplification law of 26 May 2026 applies to every sale concluded from that date. Where the business has no obligation to set up a works council (CSE), each employee must be informed at the latest one month before the sale, against two months previously. Where that obligation exists, the works council is informed and consulted on the project instead. The purpose is unchanged: allowing one or more employees to make a buyout offer. It is neither a veto nor a right of first refusal. Failure to comply may give rise to a civil fine capped at 0.5 per cent of the sale price.
Related topics
- Restructuring and mergers: a partial asset contribution, another way of transferring the business.
- Shareholder disputes: disputes arising from the sale between shareholders.
- Distribution and franchise: taking over a business operated under a network brand.
Written by Maître Léa Scemama, avocate at the Paris Bar, Miraï Avocats. This page states the law applicable at its update date. It is general in nature and does not constitute advice tailored to a particular situation.