Business for sale in France: how to buy or sell, in or out of court

By filing a written offer with the receiver or the liquidator before the deadline, after which the court chooses the buyer through a sale plan (plan de cession). Opening judgments are published in the BODACC, the official bulletin of civil and commercial notices, which names the court and the officers in charge: they are the contacts for a company spotted in advance. Receivers and liquidators advertise each sale online and in the press, and file the key information on the business at the court registry, where anyone interested can read it (Articles R. 631-39 and R. 642-40 of the French Commercial Code). In receivership, offers can be made from the opening (Article L. 631-13) and the receiver sets the deadline; in liquidation, the court sets it (Article L. 642-2). The court then picks the offer that best secures jobs, pays creditors and is most likely to be performed (Article L. 642-5).

Where

BODACC, online sale notices

Who decides

The court

The offer is written and states, among other things, the assets, rights and contracts included, the activity and financing forecasts, the price and how it will be paid, the jobs kept, the guarantees given and any asset sales planned within 2 years (Article L. 642-2 of the French Commercial Code). The bidder certifies that it is not an excluded person and attaches its last 3 years' annual accounts and its forecasts, where it is required to prepare them (Article R. 642-1). The offer is filed at the court registry, where anyone interested can read it. It cannot be withdrawn, only improved, and binds its author until the judgment (Article L. 642-2). The company's managers, in law or in fact, their relatives up to the second degree and the creditor-controllers (contrôleurs), creditors appointed to monitor the case, cannot bid, even through a front, unless the court authorises it at the prosecutor's request (Article L. 642-3).

Form

Written, binding

Excluded

Insiders and relatives

The buyer takes the assets, contracts and jobs set out in the offer the court chose, free of the old company's debts. A business (fonds de commerce) covers customers, trade name, lease, equipment and stock, not the premises. The court decides which leasing, rental and supply contracts are needed to keep trading; they pass to the buyer on the terms in force at the opening (Article L. 642-7 of the French Commercial Code). The employment contracts attached to the business transfer (Article L. 1224-1 of the French Labour Code), but in insolvency proceedings the buyer is not bound by what the former employer owed them at the transfer (Article L. 1224-2). Where a loan financed an asset and is secured on it, the buyer pays the instalments falling due after the transfer (Article L. 642-12). Until the price is paid in full, the buyer cannot sell or lease out what it acquired, except stock (Article L. 642-9).

Taken over

Assets, contracts, jobs in the offer

Left behind

Earlier debts

Yes: assets not sold as part of a business are sold by the liquidator, by public auction or by private sale, as the supervising judge (juge-commissaire) decides (Article L. 642-19 of the French Commercial Code). For a private sale, the judge sets the price and conditions. Buildings follow the rules on court sales of seized property: the judge sets the reserve price, and may allow an amicable auction or a private sale where it gives a better result (Article L. 642-18). These sales are advertised online by the liquidators and, where the judge so decides, in the press (Article R. 642-40). The director, the managers and their relatives up to the second degree cannot buy, unless the judge allows it by a specially reasoned order; the creditor-controllers never can (Article L. 642-20). In a simplified liquidation, movable assets are sold within 4 months of the decision ordering it (Article L. 644-2).

Who decides

The supervising judge

How

Auction or private sale

Through a sale deed, its publication, its registration, then a waiting period for the seller's creditors. The deed is signed privately or before a notary. Within 15 days, the buyer has the sale published in a legal notices journal of the département where it trades, and it appears in the BODACC (Article L. 141-12 of the French Commercial Code). The deed is registered with the tax office within a month (Article 635 of the French General Tax Code); registration duties are normally paid by the buyer. The seller's creditors have 10 days from the last publication to object to the payment of the price (Article L. 141-14). A buyer who pays the seller before then, or without publication, is not discharged towards those creditors (Article L. 141-17): the price is therefore held in escrow (séquestre). The lease passes with the business: a clause barring its transfer to the buyer of the business has no effect (Article L. 145-16).

Publication

15 days after the deed

Objections

10 days

Yes, in a company with fewer than 50 employees: at least one month before the sale, so that they can make an offer (Article L. 141-23 of the French Commercial Code). This one-month period, previously two months, applies to sales concluded after 27 July 2026 (Law No. 2026-403 of 26 May 2026). The sale can take place earlier if every employee has said they will not make an offer. Between 50 and 249 employees, where the company has a works council (comité social et économique), the information goes through that council. Failure is punishable by a civil fine of up to 0.5% of the price, previously 2%; the sale remains valid. The obligation does not apply to a company in conciliation, safeguard proceedings (procédure de sauvegarde), receivership or liquidation (Article L. 141-27). In every case, the employment contracts pass to the buyer with the business (Article L. 1224-1 of the French Labour Code).

Notice

1 month before the sale

Penalty

Fine of up to 0.5%

Yes, as long as no proceedings are open, but the sale suspends no obligation. If the company is insolvent (cessation des paiements), meaning unable to pay its debts that are due out of its available assets, the director must still apply for proceedings within 45 days (Articles L. 631-4 and L. 640-4 of the French Commercial Code). If proceedings open later, the court can backdate the insolvency up to 18 months before the judgment (Article L. 631-8). In that suspect period (période suspecte), between the insolvency date and the judgment, a sale is void if the price is notably lower than the value of the business (Article L. 632-1), and can be set aside if the buyer knew of the insolvency (Article L. 632-2): for a buyer, this is the main risk of buying from a struggling seller. A sale that strips the company to the creditors' detriment can also make the director liable.

Deadline

The 45 days still run

Risk

The sale set aside

Out of court, the debts remain the seller's and are paid first from the price. Creditors who objected within 10 days, stating the amount and cause of their claim, are paid from the price held in escrow (Articles L. 141-14 and L. 141-17 of the French Commercial Code). Two rules concern the buyer, however: it can be held liable, with the seller, for some of the seller's taxes, up to the price (Article 1684 of the French General Tax Code), and it takes over the obligations towards the transferred employees (Article L. 1224-2 of the French Labour Code). Unpaid rent remains owed by the seller. In receivership or liquidation, creditors file their claims with the creditors' representative (mandataire judiciaire) or the liquidator and are paid from the price according to their ranking. If the price does not cover the debts that are due, the company may be insolvent, and the 45-day deadline applies.

Debts

Stay with the seller

Price

Held during objections