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French SARL Share Transfer Declaration Form

Template for declaring the transfer of shares (parts sociales) in a French SARL/EURL, to be filed with the registry within one month (Commercial Code art. L221-14).

Do I need the other shareholders' consent to sell my SARL shares to an outside buyer?

Yes — approval (agrément) from existing shareholders is legally mandatory when the buyer is a third party not already a shareholder, under Article L223-14 of the Code de commerce. The decision requires a majority of shareholders representing at least half of all shares, unless the articles of association (statuts) impose a stricter threshold. Transfers between spouses, direct ancestors, or descendants are free from this requirement unless the statuts expressly restrict them.

Source: Article L223-14 of the Code de commerce — statutory approval conditions for SARL share transfers to third parties (Légifrance) · updated 2026

About this form

Transferring ownership of shares (parts sociales) in a French SARL (société à responsabilité limitée — the French equivalent of a private limited company) or EURL is a regulated process with strict legal and tax formalities. When the incoming buyer is an outsider — not an existing shareholder — the other shareholders must grant prior approval (agrément) by a majority representing at least half of all shares, as required by Article L223-14 of the Code de commerce (French Commercial Code). The transfer deed, which may be a private document (acte sous seing privé) or a notarised act, must be registered at the SIE (Service des Impôts des Entreprises, the local business tax office) within one month of signing. Registration duty is 3% of the net price after a pro-rated allowance of €23,000, under Article 726-I-2° of the CGI (Code général des impôts, the French tax code). The transfer is only enforceable against third parties once the registered deed and updated articles are filed with the greffe (commercial court registry). This regime differs substantially from a share transfer in a SAS, where no statutory approval is required and the duty rate is just 0.1%, capped at €5,000.

Worked example

Karim Touati, a shareholder in a French SARL operating in transport (600 shares, share capital €60,000), sells 150 shares to Lucie Bernard — an outside buyer — for €90,000 on 5 February 2026. The general meeting approved the agrément at 65% of shares on 22 January 2026. The parties sign a private deed on 5 February 2026. Registration duty calculation: allowance = €23,000 × 150/600 = €5,750; taxable base = €84,250; duty = €2,527.50, paid to the SIE by 5 March 2026. Updated statuts filed with the greffe: €195. Total formal costs borne by Lucie Bernard: €2,722.50. Comparative note: had the company been a SAS, the registration duty on €90,000 would have been €90,000 × 0.1% = €90 — well below the €5,000 cap (Art. 726-I-1° CGI) — representing a saving of €2,437.50 for the buyer.

How to fill out the form

  1. Obtain shareholder approval (if selling to an outsider): convene a general meeting or circulate a written consultation; the vote must reach a majority of shareholders representing at least half of all shares unless the statuts require more. Document the deliberation in a signed minutes (procès-verbal) kept in the company's statutory records.
  2. Draft the transfer deed: clearly identify the seller (cédant) and buyer (cessionnaire), the number of shares, the unit price, the total price, payment terms, and the effective date. Three originals are recommended — one for each party and one for the company. Both parties sign each original; no notary is required unless shares are pledged.
  3. Notify the company to make the transfer binding on it: send a registered letter with acknowledgement of receipt (lettre recommandée avec avis de réception) to the managing director (gérant), or obtain the company's acceptance in a signed document. Without this step the company may legally continue treating the seller as the shareholder.
  4. Register the deed at the SIE of the company's registered office within one month of signing: calculate the duty (3% × [price − €23,000 × shares transferred / total shares]), attach the original or certified copy of the deed, and pay by bank transfer or cheque made out to the Trésor Public. Retain the SIE's stamped and dated copy as proof.
  5. File with the greffe of the competent tribunal de commerce: submit the SIE-registered deed, the updated statuts showing the new share breakdown, and form M2 if the gérance changes. Pay the registry modification fee (approximately €192–€200 in 2026). The change is then published in the BODACC, making it enforceable against all third parties.

Good to know

  • Approval refusal triggers a 3-month buyout obligation: if shareholders refuse the transfer, they must find an alternative buyer or purchase the shares on the same terms within 3 months of notification (Art. L223-14 al. 4 C. com.). If they fail, approval is deemed automatically granted and the seller may complete the sale to the original buyer.
  • An undervalued price risks a tax reassessment: the tax authority may substitute the actual market value (Art. L17 LPF) and charge 3% duty on that higher base, plus 0.20%/month interest and penalties up to 40% for abuse of law. A documented patrimonial valuation or an independent expert report provides protection for both parties.
  • Registration duty applies even without a standalone deed: if the transfer is recorded in shareholders' meeting minutes or any private document, the one-month deadline and the 3% duty still apply in full. There is no exemption for informal transfers — failure to register triggers the 10% surcharge (Art. 1728 CGI) rising to 40% after formal notice.

Frequently asked questions

Do I need the other shareholders' consent to sell my SARL shares to an outside buyer?

Yes — approval (agrément) from existing shareholders is legally mandatory when the buyer is a third party not already a shareholder, under Article L223-14 of the Code de commerce. The decision requires a majority of shareholders representing at least half of all shares, unless the articles of association (statuts) impose a stricter threshold. Transfers between spouses, direct ancestors, or descendants are free from this requirement unless the statuts expressly restrict them.

What is the deadline to register a SARL share transfer deed?

The signed deed must be submitted to the SIE within one month of its date. Missing this deadline triggers late-payment interest of 0.20% per month (Art. 1727 CGI) plus a 10% surcharge from day one of the overrun (Art. 1728 CGI). If the parties still have not regularised within 30 days of a formal notice, the surcharge can rise to 40%. There are no extensions — the one-month clock starts on the date of the deed.

How do I calculate the registration duty on an SARL share transfer?

The duty is 3% on the net taxable base: sale price minus (€23,000 × shares transferred / total shares). Example: 100 shares out of 500 sold for €60,000 — allowance = €23,000 × 100/500 = €4,600 — taxable base = €55,400 — duty = €1,662. The minimum duty payable is €25 (Art. 674 CGI).

Is a notary compulsory for an SARL share transfer?

No. A private deed (acte sous seing privé) signed by both parties is legally valid and sufficient. A notary is only required if the shares are subject to a pledge (gage) or if the parties want additional legal security. Registering the private deed with the SIE gives it a certified date (date certaine), making its date legally uncontestable.

What filings are required at the commercial court registry after a share transfer?

After SIE registration, file with the greffe (commercial court registry): the registered transfer deed, the updated articles of association (statuts) showing the new share distribution, and form M2 if the management (gérance) changes simultaneously. Registry fees for a modification filing are approximately €192–€200 in 2026, and the change is published in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official legal gazette).

How does an SARL share transfer differ from an SAS share transfer?

In an SARL, shareholder approval for transfers to outsiders is imposed by statute (Art. L223-14 C. com.) regardless of what the statuts say. In a SAS, transfers are free between any parties unless the statuts include an agrément clause (Art. L227-14 C. com.). The tax difference is also significant: SARL parts carry 3% duty with a pro-rated €23,000 allowance (Art. 726-I-2° CGI), while SAS actions carry only 0.1% duty capped at €5,000 with no allowance (Art. 726-I-1° CGI).

Official sources

Updated on 2026-06-27

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