Selling my business in France: what is it really worth?

You have decided to sell your business, to retire or to change your life. You have a price in mind, based on what you have invested in it and on what a fellow trader sold for last year. The buyer will come with an accountant and a bank, who will finance only what they can justify. This guide explains how a sale of a fonds de commerce (the business as a going concern: goodwill, lease rights, fixtures, clientele) proceeds in France, what the law says about the business, the premises and pre-emption, and how a valuation report sets a range that everyone can check.

What happens in practice

The sale begins well before the advertisement. You gather the accounts for the last three financial years, the lease and its amendments, the current contracts, the list of equipment, the staff register. You decide on the scope: the business alone, or the business and the premises (les murs) if you own them, directly or through an SCI (société civile immobilière, a French property-holding company).

Then comes the valuation, then the marketing, by yourself or through an intermediary. A buyer comes forward, negotiates, obtains an agreement in principle from the bank on the basis of a valuation. A preliminary sale agreement (compromis) is signed, with its conditions precedent. If the business lies within a retail protection perimeter, a prior declaration is filed at the town hall and the council has two months to pre-empt. The deed of sale is then signed before a lawyer or a notaire (French civil-law notary), registered and published. The seller’s creditors have a period in which to lodge an objection against the price, which is held in escrow in the meantime. The stock is sold separately, on inventory.

The premises follow a separate path: sale by notarial deed, or retention by the seller, who becomes the buyer’s landlord under a bail commercial (French commercial lease, 3-6-9) to be drafted.

What French law says

The business. It consists of intangible elements, clientele, trade sign, trade name, leasehold right (droit au bail), contracts, and tangible elements, equipment and tools, listed in article L. 142-2 of the French Commercial Code. The stock is not part of it and is negotiated separately.

The lease. A lease clause that would prohibit the tenant from assigning the lease to the buyer of the business is deemed unwritten (article L. 145-16). The seller may remain guarantor of the buyer’s rent payments if the lease so provides, for three years at most (article L. 145-16-2).

Publication and creditors. The sale is published in a legal notices medium and in the Bodacc, the official companies bulletin (article L. 141-12). The seller’s creditors may object to payment of the price within ten days of the last publication (article L. 141-14). The buyer may be held jointly liable for certain taxes of the seller, under the conditions of article 1684 of the French General Tax Code, which justifies holding the price in escrow.

Employees. In companies with fewer than 250 employees, staff must be informed of the planned sale under articles L. 141-23 and following of the Commercial Code, so that they can make an offer.

Duties. The buyer pays the registration duties of article 719 of the General Tax Code. The tax authorities may reassess a price they consider below market value (article L. 17 of the French Tax Procedures Code).

Pre-emption. Town councils may define a local retail and craft protection perimeter, within which sales of businesses, craft businesses and commercial leases are subject to a right of pre-emption (article L. 214-1 of the French Planning Code). The council must transfer the business on to a trader or craftsman within a period set by article L. 214-2.

Standards. The Charte de l’expertise en évaluation immobilière (the French property valuation charter) ranks the valuation of businesses among the specialities of certain property valuation experts (6th edition, November 2025, Title II, § 8.5), describes the professional-ratio methods for assets whose value is inseparable from the trade carried on (Title III, § 2.9) and recalls that no method is universal (Title III, chapter 8).

What a valuation report changes

The report cross-checks three approaches. Professional scales, as a percentage of turnover, provide a frame. Profitability, through restated EBITDA (gross operating surplus, excédent brut d’exploitation), says what the business really earns for a buyer: the restatement corrects the owner’s remuneration, the rent if it is off market, exceptional charges, vehicles or personal expenses. Comparable sales in the area, where available, confirm or contradict. The report weights these results and explains why.

It values the leasehold right separately, as a floor: a business with low profitability in a very good location is worth at least its lease. It values the premises, if they are in scope, on a market rent, and checks the consistency between the rent, the value of the premises and the value of the business. Finally it states how to deal with the stock and the fittings.

The report is read by the buyer and the bank, by each side’s accountant, by the tax authorities if the price is questioned, by the council if it pre-empts. What it does not do: it does not fix the price, which remains whatever the market accepts; it replaces neither the buyer’s accounting audit nor the drafting of the deed by the lawyer or the notaire.

A worked example

A bakery and pastry shop in PONT-L’ABBÉ, turnover €420,000 excluding VAT, premises held by the operating couple’s SCI, rent €12,000 per year. The seller hopes for €350,000 for the business.

Professional scales: 50 to 90 % of turnover depending on profitability, that is €210,000 to €378,000. Profitability: book EBITDA is €95,000; the report restates it by an additional €15,000 of owner’s remuneration and a market rent of €20,000 instead of €12,000, giving a normalised EBITDA of €72,000, to which it applies a multiple of 3.5: €252,000. Comparable sales: three bakeries sold in southern Finistère between 55 % and 70 % of turnover, that is €231,000 to €294,000. Value adopted: €260,000, excluding stock, priced separately on inventory at €12,000.

The premises are valued on the market rent of €20,000, capitalised at 6.5 %: €308,000, rounded to €300,000. The buyer takes over the business at €260,000 with a new lease at €20,000; the bank finances on those figures. Registration duties on the business come to €8,310. The €90,000 gap between the seller’s hope and the demonstrated value would have blocked the financing; the consistency between rent, premises and business unblocked it.

Common mistakes

• Adding the business and the premises together without bringing the rent to market level: one of the two is overvalued.
• Including the stock in the price of the business, which distorts both the duties and the comparison.
• Applying the top of the scale to a business whose profitability does not justify it.
• Forgetting the declaration to the town hall in a protection perimeter, which exposes the sale to annulment.
• Not restating the owner’s remuneration: a business run by an unpaid couple looks more profitable than it will be for a salaried successor.

What to gather

• Last three balance sheets, tax returns and monthly turnover.
• Lease, amendments, rent receipts, amount of rent and charges.
• Current contracts: franchise, suppliers, finance leases, maintenance.
• List of equipment with acquisition dates, stock inventory.
• Staff register and employment contracts.
• Licences and permits specific to the trade.
• Articles and balance sheet of the SCI if you hold the premises, title deed, plans.
• Town council resolution on the protection perimeter, if there is one.

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 lease. It is billed on time spent, at €65 per hour, on quote; a full valuation of a business rarely takes less than 15 h, that is €975, and the valuation of the premises comes on top. Travel charged at €65 per hour or part hour from PONT-L’ABBÉ, 50 % deposit, VAT not applicable (article 293 B of the French General Tax Code). The schedule is on the Fees page.