Practical guides: French company law and share sales

Selling your company

How does a share sale work in France?
Preparation, letter of intent, due diligence, SPA, approvals and completion: the stages of a French share sale and what each party should anticipate.

Buying a company in France: how does the buyer protect itself?
Letter of intent, due diligence, locked box or completion accounts, conditions precedent, warranty, financing: a French acquisition from the buyer’s side.

Does a letter of intent commit you to sell?
Exclusivity, confidentiality, breaking off negotiations, binding provisions: what a French letter of intent is worth and what to negotiate before signing.

Why audit your company’s corporate records before selling?
Registers, meetings, shareholders’ agreement, related-party agreements, chain of title: what the buyer will find and what to cure before going to market.

What do French warranty and indemnity provisions contain?
Deductible, de minimis, cap, duration, claims procedure and security: what a French GAP contains and what gets negotiated.

Escrow or first-demand guarantee: securing warranty claims
Escrow, autonomous guarantee, vendor loan set-off, insurance: how to secure actual payment under French warranty and indemnity provisions.

How does an earn-out work in a French share deal?
Metric, duration, conduct of business, cap and expert determination: structuring an earn-out that does not end in litigation.

Selling shares in an SCI or real estate company
Since 27 June 2026, selling shares of a French real estate company requires a notarial deed, a lawyer-countersigned deed or, where authorised, an accountant-drawn deed, on pain of nullity.

Running your company

What is a French shareholders’ agreement for?
Approval, pre-emption, exits, governance, leaver clauses and sanctions: what a French shareholders’ agreement organises and how to make it effective.

How does a share transfer approval clause work?
SAS, SARL, SA: where to place the approval clause, the procedure, the effect of silence and what follows a refusal, form by form.

Approving annual accounts in a French company
Closing the accounts, deciding within six months, allocating the result, related-party agreements, registry filing and confidentiality: the annual ritual.

How do you close a dormant company in France?
Amicable dissolution, liquidator, liquidation accounts, surplus and deregistration: the steps to close a company with no activity, debt or employees.

Sport sector

Transactions in the sport sector
Club fundraisings, investors coming into clubs, sales of sector companies, athletes preparing life after sport: corporate transactions in sport.

This information is general and does not constitute legal advice. Every situation calls for its own analysis.