A partner leaves, is expelled or dies: what are the shares worth?

You are a partner (associé) in a family SCI (société civile immobilière, a French property-holding company) or in a trading company, and one of the partners is leaving: they ask to withdraw, the others vote to expel them, or they have died and their heirs do not wish to stay. Everyone agrees that they should be paid for their shares; no one agrees on the amount. The departing partner reasons in terms of a share of the building, the others in terms of the value of the company, and the articles of association contain a clause that each side reads in its own way. This guide describes the mechanics of the buy-out, the rules of the French Civil Code, and what a valuation report changes to reach a conclusion.

What happens in practice

Everything starts with the articles of association. They say whether withdrawal is free or subject to the others’ agreement, whether expulsion is possible and on what conditions, whether the company continues with the heirs of a deceased partner, and above all how the value of the shares is calculated: restated net asset value, reference date, discounts allowed or excluded, reference financial year.

Then comes the negotiation. The remaining partners, or the company, buy the shares and pay the price; failing that, they bring in a third party. If the amount is disputed, one of the parties asks for an expert to be appointed, by mutual agreement or by the president of the court. The expert gathers the documents, values the properties, reconstructs the net assets, applies the rules in the articles and gives a decision. The buy-out is then formalised in a deed, registered, and the departing partner is paid. In the event of death, the notaire (French civil-law notary) handling the estate includes the value of the shares in the inheritance declaration and in the partition.

For a SARL (French private limited company) or a company limited by shares, the mechanism is similar: refusal to approve a transferee, obligation to buy back, price fixed, failing agreement, by the article 1843-4 expert.

What French law says

Withdrawal. A partner in a civil company may withdraw under the conditions laid down in the articles or, failing that, after unanimous authorisation of the other partners; withdrawal may also be authorised by a court decision for good cause. The withdrawing partner is entitled to reimbursement of the value of their shares, fixed, failing an amicable agreement, in accordance with article 1843-4 (article 1869 of the French Civil Code).

Death. The civil company continues with the heirs, unless the articles provide otherwise (article 1870). Heirs who do not become partners are entitled to the value of the rights of the deceased (article 1870-1).

Approval. Shares in a civil company may be transferred to a third party only with the approval (agrément) of all the partners, unless the articles provide otherwise (article 1861). If approval is refused, the partners or the company must acquire the shares or have them acquired (article 1862). For a SARL, article L. 223-14 of the French Commercial Code organises the same mechanism.

Expulsion. It is possible only if the articles provide for it; its conditions and procedure are governed by the clause in the articles.

The article 1843-4 expert. In every case where the law refers to this article, the value of the shares is determined, if disputed, by an expert appointed by the parties or, failing that, by the president of the court, without appeal; the expert is bound to apply the rules and methods for determining value laid down in the articles or in any agreement binding the parties (article 1843-4, I). The same principle applies where the articles themselves provide for the sale or buy-back (article 1843-4, II).

Alternative valuations. Where the parties disagree on the interpretation of the agreement, the expert may, so as not to delay the operations, adopt several valuations corresponding to the readings put forward; the judge then chooses the one that matches the parties’ common intention, and that valuation is binding on the judge (Cass. com., 7 May 2025, appeal no. 23-24.041).

Discounts. A partner in an SCI is not a joint owner; discounts must answer distinct handicaps, without double counting (Cass. com., 9 July 2025, appeal no. 24-13.540).

Standards. The Charte de l’expertise en évaluation immobilière (the French property valuation charter) ranks the valuation of company shares among the specialities of certain property valuation experts (6th edition, November 2025, Title II, § 8.5); the value of the properties held falls under market value, Title III, § 1.1.

What a valuation report changes

The report first reads the articles and any shareholders’ agreement, and draws from them the calculation rules that apply. It then values each property at its market value, after a visit, with identified comparables. It reconstructs the restated net asset value: properties, cash, receivables, less loans, partners’ current accounts and tax liabilities. From that it derives the unit value of a share, then the value of the holding of the departing partner, with the discounts or premiums that the articles allow, each one justified. Where the readings of the articles differ, it presents a common basis and then a variant for each reading, with the resulting value for each.

The report has several uses. As expert appointed by mutual agreement or by the president of the court, its decision fixes the value. As third-party valuer provided for in the articles, it produces a report on which the judge may rely, as the Cour de cassation accepted for an expert chosen by mutual agreement under the contract (Cass. 3e civ., 8 January 2026, appeal no. 23-22.803). As adviser to one of the parties, it prepares the negotiation or the observations sent to the appointed expert. What it does not do: it does not interpret the articles in the judge’s place, and it does not say whether the withdrawal or the expulsion is well founded.

A worked example

A family SCI in Douarnenez holds a block of flats let to tenants. One of the four partners, holding 250 shares out of 1,000, asks to withdraw. He claims 25 % of the value of the building, which he puts at €900,000, that is €225,000.

The report values the building at €900,000 after a visit. Cash: €30,000. Outstanding loan: €250,000. Partners’ current accounts: €120,000, of which €40,000 belong to the departing partner. Restated net asset value: 900,000 + 30,000 − 250,000 − 120,000 = €560,000, that is €560 per share and €140,000 for 250 shares.

The articles provide that the withdrawal value is “the restated net asset value at the last balance sheet, without discount”. The remaining partners argue that an illiquidity discount of 15 % and a minority discount of 10 % apply nonetheless, the clause in their view covering only the method of calculating the assets. The report puts a figure on both readings: €140,000 without discount, €107,100 with both discounts. In both cases, the €40,000 current account is repaid in addition, at its nominal value. Between the initial claim of €225,000 and the lowest reading, the gap is €118,000; between the two readings of the articles, €32,900. The judge has only to decide the interpretation; the figures are ready.

Common mistakes

• Reasoning in terms of a share of the building, forgetting the company’s liabilities and the nature of a share.
• Forgetting the current account, or confusing it with the value of the shares.
• Using an old property value, or the purchase price, instead of a market value at the reference date.
• Applying flat-rate discounts, or applying them when the articles exclude them.
• Freezing the valuation while waiting for the judge to interpret the articles, when the expert can put a figure on each reading.

What to gather

• Up-to-date articles of association, shareholders’ agreement, minutes of meetings on the withdrawal, expulsion or continuation.
• Death certificate and deed of notoriety (acte de notoriété), where relevant.
• Last three balance sheets, current account ledger, loan repayment schedule.
• Title deeds, current leases, property tax, plans, surveys.
• Latest valuation report, if there is one.
• Correspondence between partners on the value.

Timeframe and fee

The service is described on the Business and company shares page. The report is delivered four weeks after receipt of the accounts and the articles. It is billed on time spent, at €65 per hour; for shares in an SCI holding a single property, most often from €1,300 excluding travel, charged at €65 per hour or part hour from PONT-L’ABBÉ. Where I am appointed by mutual agreement or by the president of the court, the fee is fixed by a quote accepted by the parties, who agree on how it is shared. 50 % deposit, VAT not applicable (article 293 B of the French General Tax Code). The schedule is on the Fees page.