BODACC publication on the sale of a business: practical guide 2026

The sale of a business as a going concern (fonds de commerce) entails strict legal publicity requirements, including publication in the BODACC (French official gazette of civil and commercial announcements). This formality, often overlooked by sellers or misunderstood by buyers, nonetheless determines the validity of many acts and the protection of creditors. Following recent reforms of the law on businesses in difficulty and changes in commercial practice, the issues surrounding this publication have become more complex. This guide sets out the current legal requirements, the consequences of a failure to publish and the steps to take to secure the transaction legally.

The legal framework for BODACC publication of a sale

Legal basis and applicable texts

BODACC publication is based on Article L. 141-12 of the French Commercial Code, which requires the transferee to publish the deed of sale within fifteen days of its signature. This obligation operates together with Article R. 141-1 et seq. of the French Commercial Code, which set out the practical arrangements for publication.

The current regime results from Law No. 2014-626 of 18 June 2014 on craft trades, commerce and very small businesses, which modernised the publicity formalities for sales of businesses. The implementing decrees, in particular Decree No. 2015-1457 of 10 November 2015, adapted the procedures to digital developments.

This publication operates alongside other publicity requirements: registration in the Trade and Companies Register (RCS), publication in a legal announcements journal in the département where the business is located and, where applicable, notification to commercial landlords.

Distinguishing the sale of a business from other transactions

BODACC publication is required only for sales of a business in the strict sense, that is, the transfer of the whole of the tangible and intangible assets used in the commercial operation. It does not apply to mere sales of isolated assets, contributions to a company (governed by other texts), or transfers of shares.

The case law also distinguishes total sales, which transfer the entire business, from partial sales relating to an autonomous line of activity. In the latter case, publication remains mandatory if the assets sold form a coherent whole capable of being operated independently.

Who must publish and within what time limits

The transferee's obligation

Contrary to a widespread belief, it is the transferee (the buyer) who bears the obligation to publish in the BODACC, not the seller. This rule, laid down by Article L. 141-12 of the French Commercial Code, reflects the protective purpose of publicity: informing third parties of the identity of the new owner of the business.

In practice, publication is often delegated to the notary drawing up the deed or to a formalities service provider, but legal responsibility remains with the transferee. An express mandate must be given to these intermediaries, and the transferee remains responsible for checking that publication has been carried out within the time limit.

Mandatory fifteen-day time limit

The fifteen-day period runs from the signature of the deed of sale, whether it is a private agreement or a notarial deed. The period is a clear period (délai franc) and cannot be extended, even in the event of force majeure. The case law treats it as a matter of public policy, and failure to comply gives rise to sanctions.

Particular care is required for staged sales: where the sale takes place through successive acts (promise to sell followed by the final deed), it is the signature of the deed transferring ownership that triggers the time limit. Memoranda of understanding and preliminary sale agreements (compromis de vente) do not trigger this obligation.

Special cases and adjustments

For sales carried out in insolvency proceedings, the time limit may be adjusted with the authorisation of the court. Article L. 642-7 of the French Commercial Code provides specific arrangements for sales of assets in judicial liquidation.

Sales between spouses or between shareholders of the same company may benefit from a lighter regime, but the obligation to publish remains. Only universal transfers of assets (merger, succession) escape this formality.

Mandatory content of the BODACC notice

Essential particulars under Article R. 141-1

The notice must contain, on pain of nullity, the following particulars listed in Article R. 141-1 of the French Commercial Code:

The name or corporate name of the seller, their surname and first names in the case of an individual, their full address and, where applicable, their RCS registration number. For legal entities, the legal form and the amount of share capital are also required.

Full identification of the transferee according to the same criteria, stating whether it is a newly created business or a takeover by an existing structure.

A precise description of the business sold: activity carried on, trade name, operating address. This description must allow the business to be identified without ambiguity, which is particularly important where the seller operates several establishments.

Components of the business and sale price

The notice must list the tangible and intangible assets transferred with the business. At a minimum: customer base, goodwill, leasehold right, equipment and tools, stock. Specific intangible assets (trade marks, patents, licences) must be mentioned if they form part of the sale.

The sale price must be stated together with its allocation between the various components of the business. This allocation is of major tax importance for the buyer (differentiated depreciation) and enables creditors to assess the substance of the transaction.

The effective date of the sale and the payment terms (cash, credit, deferred price) complete the mandatory particulars.

Sanctions for insufficient content

An incomplete or incorrect notice is equivalent to no publication at all. The case law applies this rule strictly: the omission of a substantial particular deprives the publication of its legal effects, in particular enforceability against creditors and the starting point of limitation periods.

Minor clerical errors (typing errors in addresses, non-substantial date errors) may be corrected by a rectification published in the same form, but the omission of essential particulars requires a new, complete publication.

Publication procedure and practical formalities

Filing the notice

Publication is made by filing a request with the Directorate of Legal and Administrative Information (DILA), which manages the BODACC. Since the procedures were digitised, filing is mainly done electronically via the bodacc.fr portal.

The file comprises the notice drafted according to the regulatory model, together with a copy of the deed of sale and proof of payment of the publication fees. An agent (notary, avocat, chartered accountant) may carry out this step on proof of their mandate.

The DILA checks the formal compliance of the notice before publication. Incomplete or non-compliant requests are rejected with reasons, which may jeopardise compliance with the legal time limit if the correction is made late.

Cost and payment terms

BODACC publication fees are set by the Order of 21 December 2012 on the tariff for judicial and legal announcements. In 2024, the cost was €2.96 excluding VAT per line of text, subject to a minimum charge.

A standard notice of sale of a business generally runs to between 15 and 25 lines, i.e. a cost of between €45 and €75 excluding VAT. Additional particulars (intellectual property assets, complex financing arrangements) may increase this amount.

Payment is made by bank transfer or, for professionals, by opening a deposit account with the DILA.

Checking and rectification

Once published, the notice can be consulted free of charge on the bodacc.fr website and is permanently archived. It is for the transferee to check that the publication corresponds exactly to the information provided and that no error has crept in during the process.

In the event of a clerical error attributable to the DILA, a rectification may be published free of charge on a reasoned request. For errors attributable to the applicant, a new publication at the applicant's expense is required if the error concerns a substantial particular.

Legal effects of publication

Enforceability of the sale against creditors

BODACC publication makes the sale enforceable against the seller's creditors, who can no longer proceed against the components of the business as if they still belonged to their debtor. This enforceability determines, in particular, the effectiveness of security interests granted by the buyer over the business and the enforceability of assignments of trade receivables linked to the activity.

However, this enforceability does not prevent prior creditors from exercising their right of recourse against the sale price in the hands of the transferee, under the conditions of Article L. 141-17 of the French Commercial Code. The distinction is fundamental: publication protects the buyer against claims to the assets, but does not release the buyer from debts relating to the business. The ways in which these creditors can block the price are set out in our article on the time limit for creditors' objections in the sale of a business.

Starting point of limitation periods

Publication triggers several limitation periods for the benefit of the transferee. In particular, actions for nullity of the sale on the ground of defective consent or lack of publicity are time-barred five years from actual publication.

This mechanism protects the buyer against late challenges to the acquisition, provided that the other legal formalities have been complied with (in particular the discharge of the seller's liens under the procedure in Article L. 141-20 of the French Commercial Code).

Protection of the transferee in good faith

Publication helps to establish the transferee's good faith in the face of third-party claims. A buyer who has complied with all publicity formalities benefits from a presumption of good faith in dealings with the seller's creditors and contracting parties.

This protection is limited in cases of established fraud or complicity with the seller in fraudulent schemes. The courts assess these situations at their discretion on a case-by-case basis.

Consequences of a failure to publish

Direct civil sanctions

Failure to publish within the legal time limit deprives the sale of its enforceability against the seller's creditors. In practice, they may continue to seize the components of the business as if they still belonged to their debtor, exposing the buyer to recovery or attachment proceedings.

This creates major legal uncertainty for the buyer, who may be forced to suspend operation of the business or to negotiate costly releases with the seller's creditors.

Impact on contractual relationships

The seller's contracting parties (suppliers, customers under contract, partners) are not required to recognise the transfer of the business in the absence of legal publicity. In particular, they may refuse performance by the transferee or terminate their contracts for an unauthorised change of contracting party.

This is particularly problematic for businesses that include exclusive distribution agreements, trade mark licences or partnership agreements entered into intuitu personae.

Professional liability

Notaries and avocats acting in the sale of a business have a professional duty to advise on publicity formalities. A failure to publish attributable to negligence or lack of knowledge may give rise to their professional civil liability.

Professional insurers are examining these files with increasing scrutiny, and the applicable excesses may be raised in the event of a clear fault in completing the legal formalities.

Specific features depending on the type of sale

Sales of assets in insolvency proceedings

Sales carried out in judicial reorganisation (redressement judiciaire) or judicial liquidation are subject to specific rules. Article L. 642-7 of the French Commercial Code allows the court to adapt the publicity time limits to the constraints of the proceedings.

In these cases, BODACC publication operates alongside the publicity specific to insolvency proceedings (BODACC C for court decisions). The transferee must ensure that the two publications are consistent and contain no contradictions as to the identification of the business or the terms of the sale.

Partial sales and splitting of ownership

A partial sale of a business (separation of a line of activity) requires a particularly precise description of the assets transferred in order to avoid any confusion with the assets retained by the seller.

The case law requires the part sold to constitute a coherent whole capable of autonomous operation. Failing this, the transaction is treated as a sale of isolated assets and falls outside the publicity rules for sales of businesses.

Sales with a retention of title clause

Where the sale price is subject to deferred payment secured by a retention of title clause, the notice must mention this arrangement in order to preserve the effectiveness of the security against the buyer's creditors.

This mention determines whether the retention of title is enforceable against the buyer's unsecured and preferential creditors, in accordance with the principles developed by the case law on publicity of security interests over movable property.

Interaction with other formalities

Publication in a legal announcements journal

Independently of BODACC publication, Article L. 141-12 of the French Commercial Code requires publication in an authorised legal announcements journal in the département where the business is located. This double publication serves distinct purposes: informing creditors (BODACC) and informing the local public (departmental journal).

Failure to make either publication deprives the sale of its effects. In practice, both publications are often coordinated by the same provider to ensure consistency and optimise time limits.

Formalities at the Trade and Companies Register

The sale of a business generally entails an amendment to the transferee's RCS registration (addition or change of activity, change of registered office address) and a deregistration or amendment for the seller.

These formalities, completed with the registry of the commercial court, are separate from BODACC publication but must be coordinated to avoid inconsistencies of information between the various public registers.

Notification to landlords and creditors

Landlords of the commercial premises and creditors holding liens over the business have specific rights in the event of a sale. Notifications to them, governed by Articles L. 145-16 and L. 141-14 of the French Commercial Code, are subject to particular time limits and arrangements that interact with BODACC publication. The preconditions and documents specific to the transfer of the lease itself are presented in our article on the procedure for assigning a commercial lease.

Failure to comply with these notifications may compromise the effectiveness of the sale even where BODACC publication has been duly made.

Recent developments and outlook for 2026

Digitisation of procedures

The PACTE Law of 22 May 2019 and its implementing decrees accelerated the digitisation of legal publicity formalities. Since 2021, electronic filing of BODACC notices has become the rule, with simplified interfaces for legal professionals.

This development has been accompanied by stronger automated checks, which detect inconsistencies between the various formalities (RCS, BODACC, legal announcements) more effectively. Input errors are thus flagged upstream, reducing the risk of late rejection.

European harmonisation

Ongoing discussions at European level aim to harmonise commercial publicity formalities between Member States. The eIDAS 2 Regulation and the Digital Services Act could affect the arrangements for BODACC publication by 2026-2027.

These developments will particularly concern cross-border sales and the interoperability of national business registers.

Artificial intelligence and checks

The administration is developing artificial intelligence tools to detect anomalies in legal publications and to cross-check information between different databases (BODACC, RCS, SIRENE).

These tools could strengthen ex post checks and make it easier to detect defective publications or attempts to conceal assets in sales of businesses.

Securing the transaction: approach for practitioners

Pre-sale checklist

Before any deed of sale is signed, the existence and exact substance of the business should be verified. This involves an audit of the intangible assets (validity of trade marks, actual existence of the customer base, reality of the leasehold right) and the tangible assets (inventory of stock and equipment drawn up in the presence of both parties). The checks to be carried out by the buyer, from valuation of the business to review of its legal position, are covered in our guide to buying a business.

The drafting of the deed should anticipate the particulars of the future BODACC publication in order to avoid inconsistencies. It is advisable to prepare the draft notice and the deed of sale at the same time, ensuring that the information matches exactly.

Coordination of the parties involved

The number of formalities requires close coordination between the notary (if a notarial deed is used), the avocat, the chartered accountant and the providers handling legal formalities. A precise schedule of publications and filings makes it possible to meet the mandatory time limits.

This coordination is particularly critical for complex sales (several businesses, split ownership, structured financing) where the order of the formalities may determine their legal effectiveness.

Post-signing follow-up

Once the sale has been signed, the publications must be actively monitored. Within 48 hours of each publication, it should be checked that the information published corresponds exactly to the data submitted.

If an error is detected, action must be taken immediately: a request for rectification if the error is attributable to the administration, a new publication if the error originates from the filing party. Compliance with the fifteen-day time limit remains mandatory even where a correction is made.

Frequently asked questions

Must an SME selling its business publish in the BODACC?

Yes, any sale of a business, whatever the size of the company, requires publication in the BODACC within fifteen days of signature of the deed. This obligation applies equally to craftsmen and to large retail outlets. Only transfers by succession or mergers escape this rule.

What does a buyer who fails to publish in the BODACC risk?

Failure to publish deprives the sale of its enforceability against the seller's creditors, who may continue to seize the assets of the business. The buyer also risks having its commercial contracts terminated by contracting parties who refuse to recognise the transfer. Late regularisation remains possible but does not retroactively erase the consequences of the omission.

Can the fifteen-day time limit be extended in the event of a technical difficulty?

No, the fifteen-day time limit is a matter of public policy and cannot be extended, even in the event of force majeure or an IT malfunction. It is for the transferee to take all necessary steps to meet this time limit, if need be by instructing several providers in parallel.

Does a transfer of shares in a SARL that owns a business require BODACC publication?

No, a transfer of shares does not constitute a sale of a business in the legal sense. The company remains the owner of the business; only the composition of its share capital changes. BODACC publication is therefore not required, but other formalities may apply (publicity of amendments to the articles of association).

How much does BODACC publication cost for a standard sale?

The rate was €2.96 excluding VAT per line in 2024. A standard notice runs to 15 to 25 lines depending on the complexity of the sale, i.e. €45 to €75 excluding VAT. Complex sales (several businesses, intellectual property assets) may require more lines and therefore cost more.

Does BODACC publication protect the buyer against all the seller's debts?

No, BODACC publication does not release the buyer from debts relating to the operation of the business. It merely makes the sale enforceable against creditors, who can no longer claim the assets of the business but retain their rights over the sale price. For full protection, the buyer must complete other formalities such as the discharge of the seller's liens.

Can an error in the BODACC publication be corrected?

Minor clerical errors may be corrected by a rectification published at the expense of the party responsible for the error. However, the omission of a substantial particular (price, components of the business, identification of the parties) is equivalent to no publication and requires a new, complete publication within the legal time limits.

BODACC publication is an essential link in securing the sale of a business legally. Its apparent complexity should not obscure the importance of this formality for the validity of the transaction. Given digital developments and increasingly sophisticated administrative checks, a rigorous and coordinated approach to the formalities is required. Before any sale, check that your adviser has a thorough command of these procedures and the means to follow them through.