Giving shares in a société civile — approval, notarial deed, liability warranty

A gift of company shares means, for a partner (the donor), transferring to a recipient (the donee) the rights they hold in the share capital of the business. A gift of company shares MUST be made by notarial deed: it cannot therefore be made as a manual gift, and the deed is drawn up in authentic form on pain of nullity (Civil Code, article 931). Five steps: choose the form of the gratuitous transfer — simple gift or gift-partition, the latter being open only to the donor's presumptive heirs or their children —, check whether the partners' approval is required, have the deed drawn up by a notary, provide for an asset or liability warranty, then compute and pay the registration duties. The approval rule varies with the capacity of the donee: a gift to an ascendant or a descendant is EXEMPT from approval, unless the articles of association provide otherwise, whereas a gift to a partner, to a spouse or to a third party is in principle subject to it.

Up to date for 2026 — verified on September 12, 2026Official procedure, no printed formGuide: about 40 min

Deadlines

6 months — tacit approval: The transfer is deemed approved where the company has not made its decision known within 6 months of the notification. The donor may then proceed with the gift as if the partners had formally approved it.
6 months — buy-back after refusal of approval: Where approval is refused, the partners must, within 6 months of the notification of the approval request, buy back the shares or pass on a purchase offer. The articles may set a different period, from 1 month to 1 year at most. If no buy-back occurs within that period, the donor may carry out the gift originally contemplated.
2 years — the collective retention undertaking of the Dutreil pact: The collective undertaking runs for at least 2 years, must be IN FORCE at the date of the transfer, and must cover at least 17 % of the financial rights and 34 % of the voting rights of the company.
6 years — the individual retention undertaking: Each recipient of the gift individually undertakes to keep the shares transferred for 6 years. That period starts running from the date of expiry of the retention undertaking given by the donor.
3 years — carrying on the main activity or holding office: One of the recipients or one of the partners who signed the retention undertaking must carry on in the company, for 3 years, their main activity — or hold a management office where the company is subject to corporate income tax. That period also runs from the expiry of the undertaking given by the donor.
2 years — the condition for the early transmission reduction: The 50 % reduction available where the donor is under 70 is possible only if the donee undertakes to keep a certain number of shares for at least 2 years.

Documents to prepare

Articles of association, to establish whether approval is required, adapted or waived
Notification of the proposed gift: identity and address of the donee, number of shares given
Evidence of notification: service of process, acknowledgement of receipt or delivery receipt
Approval decision kept on file: minutes of a general meeting or document recording the consultation of the partners
Notification of the decision to the donor by registered letter with acknowledgement of receipt
Valuation of the shares, which determines the amount of duties even absent a price
Reference accounts, to set the reference date of the warranty clause
Collective retention undertaking in force, where relied on under the Dutreil pact
The donee's undertaking to keep a certain number of shares for at least 2 years, for the 50 % reduction

See the procedure on the official site

No form is attached to this procedure: the link leads to the official page that describes it.

What this page gives you

The guide above and the link to the official site. ActioFin does not produce any document for this page: whatever you fill in or file is done on the official medium.

Who this applies to

A partner in a French société civile who wants to pass on all or part of their shares without financial consideration
Someone giving to a presumptive heir — a child, for instance — who may then choose between a simple gift and a gift-partition
Someone giving to a donee who is NOT a presumptive heir: only a simple gift is then available
The donee, who in principle bears the gift duties — unless the donor chooses to bear them
The partners of the company, called upon to decide on approval where it is required
Civil-partnership partners and cohabitants, who do NOT benefit from the rules specific to spouses and are treated as third parties to the company: they must be approved
EXCLUDED from the Dutreil pact: businesses whose purpose is the management of movable or real-estate assets — an SCI, for example —; animating holding companies, by contrast, do benefit from it

Worked example

Example: €320,000 of shares given to a son, €44,000 of duties — and €22,000 where the donor is 67

A partner wishes to give his son company shares worth €320,000 in total. The €100,000 allowance applies: the taxable base is thus reduced to 320,000 − 100,000 = €220,000. The tax rate is set at 20 %. Transfer duties therefore amount to 20 % of €220,000, i.e. €44,000. Take the same transaction with a partner aged 67. The €100,000 allowance brings the taxable base to €220,000, the 20 % rate still gives €44,000 — but early transmission applies, since the donor is under 70 at the time of the transfer. With the 50 % reduction, the duties payable come to €22,000. That reduction is, however, possible only if the donee undertakes to keep a certain number of shares for at least 2 years, and it can be combined with any allowances and with the benefits of the Dutreil pact. Before reaching that point, the partner will have had to check approval: giving to his son, and therefore to a descendant, he is in principle exempt — unless the articles of his société civile expressly make that gift subject to the partners' approval. The deed, for its part, must be notarial: it will state the names of the parties, the identity of the company, the number and designation of the shares given, their value, and the particulars concerning approval.

How to fill it in, step by step

Choose the form of the gratuitous transfer: a simple gift or, where the gift is made to a presumptive heir, a gift-partition — the latter being an anticipated partition of the estate, the allocation to the donee being final and not subject to being brought back into the estate on succession, and the partition generally escaping partition duties, only the gift being subject to gift duties.
Check eligibility for a gift-partition: it may be made only for the benefit of the donor's presumptive heirs, or the children of those heirs, and jointly held assets cannot be given by that route. It is preferable to make it on an equal footing, the one who does not receive the shares receiving, for example, a sum of money of the same amount.
Determine whether the partners' approval is required according to the capacity of the donee: to a partner, approval in principle; to a partner's spouse, approval in principle — but civil-partnership partners and cohabitants are treated as third parties; to an ascendant or a descendant, exemption from approval unless the articles provide otherwise; to a third party, approval. Read the articles: they may set a special majority, entrust the decision to the manager alone, or even grant a full exemption.
Notify the proposed gift to the company — that is, to its legal representative — and to each partner individually, by service of process, by registered letter with acknowledgement of receipt or by delivery against receipt. Where the articles provide that the manager alone gives approval, the notification is sent to the company only. State at least the identity and address of the donee and the number of shares given.
Obtain the company's decision in accordance with the articles — unanimous agreement of the partners, decision taken by a majority set out in the articles, or the manager alone — and keep it, generally in the minutes of a general meeting or the document recording the consultation of the partners, in order to evidence compliance with the procedure.
Check that approval is given in clear, unambiguous and unconditional terms, and that it covers all the shares whose gift is contemplated, unless the donor and the donee agree otherwise. Whether approval is granted or refused, the decision must be notified to the donor by registered letter with acknowledgement of receipt.
Have the gift deed drawn up by a notary: it must be in authentic form on pain of nullity, and must state the names of the parties, the identity of the company, the number and designation of the shares given where they are numbered, the value of the shares and the particulars concerning the partners' approval.
Provide for an asset or liability warranty clause: the gift transfers assets but also liabilities, and the donee may see a debt emerge whose cause predates the transfer. Set out the reference date, the beneficiary of the warranty, its duration, the computation of the indemnity, the floor amount, the cap and the mechanics for calling on it.
Compute the registration duties from the value of the gift, the amount of any allowances to be deducted and the tax rate, both of the latter depending on the family relationship — the rate also varying with the amount given.
Check whether the Dutreil pact applies and, where the donor is under 70, the 50 % reduction for early transmission: the two cumulate with each other and with the statutory allowance of the recipient.

The form, line by line

Notification of the proposed gift: It may be made by the donor or by the donee, and must contain at least the identity and address of the donee and the number of shares given.
Approval decision: It must be kept in order to evidence compliance with the procedure — in practice in the minutes of a general meeting or the document recording the consultation of the partners.
Compulsory particulars of the notarial deed: Names of the parties, identity of the company, number and designation of the shares given where they are numbered, value of the shares, particulars concerning the partners' approval.
Reference date of the warranty clause: The date before which the cause of a fall in assets or a rise in liabilities is treated as predating the gift. Often the date of transfer, but the parties may choose the date on which the accounts used for the valuation were drawn up.
Floor and cap of the warranty: The floor is the amount of loss from which the warranty may be called on; the cap, the maximum indemnity. Beyond the cap, the loss is not covered.
Collective retention undertaking (Dutreil pact): Entered into with one or more partners for at least 2 years — a unilateral undertaking where given by a sole partner —, it must be in force at the date of transfer and cover at least 17 % of the financial rights and 34 % of the voting rights.
Taxable base: The value of the gift less the allowances, to which the rate applies. Even absent a price, the valuation of the shares remains a decisive parameter, since it determines the amount of duties.

Good to know

A gift of company shares can NOT be made as a manual gift: a notarial deed is compulsory, on pain of nullity (Civil Code, article 931).
A gift-partition is a hybrid deed comprising a gift and a partition, but that partition generally escapes taxation: only the gift is subject to gift duties, hence a tax saving.
The allocation made by a gift-partition is final and cannot be brought back into the estate when the donor's succession is settled — that is what limits disputes over joint ownership.
Civil-partnership partners and cohabitants are not covered by the rules applicable to spouses: they are treated as third parties to the company and must be approved.
Approval may be TACIT: if the company has not made its decision known within 6 months of the notification, the transfer is deemed approved.
Where approval is refused, if no buy-back occurs within the period — 6 months by default, from 1 month to 1 year where the articles so provide —, the donor may carry out the gift originally contemplated. Where the parties disagree on the buy-back price, it is determined by an expert.
A warranty clause does not benefit only the donee: the company whose shares are transferred and a creditor of the company may also claim an indemnity under such a clause.
To be valid, a liability warranty clause may cover only DEBTS, predating the transfer or the date on which the reference accounts were drawn up, and not appearing in the accounts to which the donee had access.
The donor may pass on to the donee a liability warranty they themselves benefited from under their original acquisition deed, even where that deed did not provide for it.
The Dutreil scheme also benefits animating holding companies, whose main activity is active participation in the conduct of their group's policy.
The Dutreil benefit cumulates with the statutory allowance to which the recipient is entitled, the amount of which depends on their family relationship with the donor.

Common mistakes

Proceeding by manual gift: a gift of company shares must be made by notarial deed, on pain of nullity.
Making a gift-partition to a donee who is neither a presumptive heir of the donor nor the child of such an heir: only a simple gift is then available.
Including jointly held assets in a gift-partition: that is not possible.
Assuming that a gift to a descendant always requires approval: it is in principle exempt — but the articles may subject it to approval, which is checked BEFORE notification.
Treating a civil-partnership partner or a cohabitant as a spouse: they are treated as third parties to the company and must be approved.
Notifying only the company where the articles do not entrust approval to the manager alone: each partner must then be notified individually.
Accepting a conditional approval: it must be given in clear, unambiguous and unconditional terms.
Approving only part of the shares: approval must cover all those whose gift is contemplated, unless the donor and the donee agree otherwise.
Failing to keep the approval decision: without minutes or a document recording the consultation, compliance with the procedure can no longer be evidenced.
Omitting to notify the decision to the donor by registered letter with acknowledgement of receipt — the requirement applies whether approval is granted OR refused.
Neglecting the valuation of the shares on the ground that there is no price: the valuation determines the amount of gift duties.
Drafting a warranty clause with no reference date, no floor or cap and no mechanics for calling on it: the drafting of the clause directly conditions its effectiveness.
Counting on the Dutreil pact for an SCI: businesses whose purpose is the management of movable or real-estate assets are excluded.
Forgetting that the collective undertaking must be IN FORCE at the date of the transfer, and must cover at least 17 % of the financial rights and 34 % of the voting rights.
Assuming the 50 % reduction is acquired by the donor's age alone: it also requires the donee to undertake to keep a certain number of shares for at least 2 years.

Frequently asked questions

Can company shares be given without a notary?

No. A gift of company shares must be made by notarial deed: it cannot be made as a manual gift, and the gift deed is drawn up in authentic form on pain of nullity (Civil Code, article 931).

Is the other partners' consent needed?

It depends on the capacity of the donee. A gift to an ascendant or a descendant of the donor partner is exempt from approval, but the articles may subject it to approval. A gift to a partner, to a partner's spouse or to a third party is in principle subject to the partners' approval, the articles being able to set specific arrangements — special majority, decision entrusted to the manager alone, or even a full exemption. Civil-partnership partners and cohabitants are treated as third parties.

What happens if the company does not reply?

The transfer is deemed approved where the company has not made its decision known within 6 months of the notification: that is tacit approval. The donor may then proceed with the gift as if the partners had formally approved it.

What happens if approval is refused?

The refusal is notified to the donor by registered letter with acknowledgement of receipt. The partners must then, within 6 months of the notification of the approval request, buy back the shares or pass on a purchase offer by one or more partners, by an approved third party or, with the transferor's agreement, by the company itself with a view to a capital reduction. The articles may set a different period, from 1 month to 1 year. The price is set by mutual agreement or, failing that, by an expert. If no buy-back occurs within that period, the donor may carry out the gift originally contemplated.

How much duty is payable on a €320,000 gift to one's son?

The €100,000 allowance applies, bringing the taxable base to €220,000, and the tax rate is set at 20 %: transfer duties amount to €44,000. Where the donor is under 70 and the donee undertakes to keep a certain number of shares for at least 2 years, the 50 % early transmission reduction brings the duties down to €22,000.

What are the four conditions of the Dutreil pact for a company?

A collective retention undertaking entered into with one or more partners for at least 2 years — unilateral where given by a sole partner —, in force at the date of transfer and covering at least 17 % of the financial rights and 34 % of the voting rights; the individual undertaking of each recipient to keep the shares transferred for 6 years, running from the expiry of the undertaking given by the donor; one of the recipients or one of the signatory partners carrying on for 3 years their main activity in the company or holding a management office where it is subject to corporate income tax; and the company carrying on an industrial, commercial, craft, professional or agricultural activity. The exemption then covers 75 % of the value of the shares transferred.

What is an asset or liability warranty clause for?

The gift transfers assets but also liabilities: the donee may see a debt emerge whose cause predates the transfer — for example a penalty arising from a tax audit under way at the time of the gift — and therefore a fall in the value of the shares received. The clause requires the donor to warrant the accuracy of the information provided and to indemnify. It may benefit the donee, the company whose shares are transferred, or a creditor of the company.

Simple gift or gift-partition: how to choose?

A gift-partition is open only to the donor's presumptive heirs or their children; for any other donee, only a simple gift is available. Where it is possible, a gift-partition is an anticipated partition of the estate, the allocation is final and escapes being brought back into the estate, and the partition generally escapes partition duties. In return, it cannot cover jointly held assets and is best made on an equal footing.

Go further

Compute the related amounts

Gift tax calculator

Understand this form: the related course

Transferring wealth by gift during your lifetime

Related forms

Official sources

Read in French

Guide and document provided for information purposes only; they do not constitute personalised legal or tax advice. Check the recipient organisation's requirements and consult a professional if needed.