Estate Agency Focused on Businesses for Sale (Fonds de Commerce) 2026

Buying or selling a business (fonds de commerce) is unlike a conventional property transaction. A baker transferring a shop, a restaurateur handing over a business or an investor buying a hairdressing salon are all dealing with a complex asset, combining customer base, leasehold rights, equipment and sometimes licences. An error in valuation, a failure of statutory publicity or a creditor's opposition that was not anticipated can turn a promising transaction into costly litigation. This guide explains the role of an estate agency focused on the sale of businesses, the legal framework applicable in 2026, and the unavoidable legal steps in selling or buying a business.

What an estate agency focused on businesses for sale is

An estate agency focused on the sale of businesses (fonds de commerce) is a professional intermediary that brings together sellers and buyers of commercial enterprises. Unlike a general agency, its work does not concern bricks and mortar, but a universality of elements intended to operate a customer base: it is the activity itself that changes hands, sometimes without the premises.

Distinction from a conventional estate agency

A conventional estate agency sells properties (flats, houses, premises). The agency focused on businesses acts on a distinct legal object: the business, which comprises the customer base, the trading name, the shop sign, the leasehold right and the operating equipment. The commercial lease is often the most strategic element of the transaction, because its location and duration determine the value of the customer base.

This focus requires a dual competence: command of commercial law (the commercial lease statute, the tax treatment of the sale) and the ability to value a business from its accounts. A general agent who ventures into this field without that dual background exposes clients to errors of method.

The framework of the Hoguet Act

Intermediation in the sale of businesses falls under Act No. 70-9 of 2 January 1970, known as the Hoguet Act, and its implementing decree No. 72-678 of 20 July 1972. An agency may operate only if it holds a professional card issued by the chamber of commerce and industry, bearing the words "Transactions sur immeubles et fonds de commerce" (transactions in buildings and businesses), known as the T card.

This card, valid for three years and renewable, requires professional aptitude, professional civil liability insurance and, where the agency holds funds on behalf of third parties, a financial guarantee. Every mandate must be in writing, in accordance with Article 6 of the Hoguet Act: a verbal agreement gives no right to a commission. Before signing, a seller is well advised to check the agency's T card number, generally shown on its commercial documents. The different forms of mandate and the conditions on which the commission falls due are examined in our article on the business sales agency.

Understanding the business before any transaction

A buyer who thinks he or she is buying "a shop" is in fact buying a set of elements whose make-up must be precisely defined in the deed. Confusing the business with the company, or the business with the premises, is the first source of misunderstanding.

Tangible and intangible elements

A business consists of intangible and tangible elements. The intangible elements include the customer base, the goodwill (achalandage), the trading name, the shop sign, the leasehold right, administrative licences (a Class IV licence for a drinks outlet, for example), and the patents, trade marks and domain names attached to the operation. The tangible elements comprise equipment, tools and fittings.

Goods in stock are not part of the business in the strict sense: they are generally valued and sold separately, which has tax consequences. Receivables, debts and ongoing contracts (other than the lease and employment contracts, which follow their own regime) are likewise not included in the business: they remain in principle attached to the selling operator. This is one of the major differences from a sale of shares, where the buyer takes over the company with its liabilities.

The customer base, the central element

The customer base is the essential element of the business: without a real and certain customer base, there is no business. Consistent case law holds that a business cannot exist until the customer base is effective, which prevents, for example, the sale of a purely projected business.

This requirement has concrete consequences for a buyer. Where a customer base depends heavily on the person of the seller (a beauty treatment practice, a neighbourhood shop where the owner is known to everyone), its continuity after the seller's departure is uncertain. Hence the frequent use of a non-competition clause and, sometimes, temporary support from the seller to transfer the customer relationships.

The role of the agency in a sale of a business

The agency is not a mere "for sale" sign. Its involvement structures the transaction from valuation to signature, including the selection of candidate buyers.

Valuation

The valuation of a business rests on several combined methods: a percentage of average turnover (professional scales vary greatly according to the activity), a multiple of gross operating surplus, or discounted yield value. A bakery, a restaurant and a pharmacy do not follow the same coefficients, and a business located in a prime commercial position is valued differently from a peripheral one. On these methods and the disputes they give rise to, see our analysis of the valuation of a business and disputes over price.

A serious agency does not merely apply a scale. It analyses the last three balance sheets, the nature of the lease (rent, expiry date, sliding-scale clause, authorised use), dependence on a single supplier or customer, and the condition of the equipment. A rent set below market and a recently renewed lease mechanically increase the value of the leasehold right.

Mandate and obligations

The sales mandate defines the price, the duration, any exclusivity and the agency's remuneration. For businesses, the exclusive mandate is common because confidentiality is essential: a seller does not want employees, suppliers or competitors to learn prematurely that he or she is selling.

The agency owes a duty of advice and information to both of its clients. It must in particular draw attention to the constraints of the lease, to the authorisations needed to continue the activity, and to the obligations to inform staff. In companies with fewer than 250 employees, the mechanism introduced by the Act on the social and solidarity economy requires employees to be informed of the planned sale within a period allowing them to submit an offer to take over the business.

The legal steps in selling and buying a business

The sale of a business follows a strict formal procedure, failure to comply with which may result in the nullity of the deed or liability of the parties. The agency supports this process, but legal security is a matter for the lawyer and the person drafting the deed.

Pre-contractual information for the buyer

Since Act No. 2019-744 of 19 July 2019, known as the simplification Act (Soilihi), the mandatory statements formerly required on pain of nullity (turnover, results, statement of liens) are no longer required by a special provision. Information for the buyer now falls under ordinary law, in particular the pre-contractual duty of information in Article 1112-1 of the French Civil Code:

"The party who knows information which is of decisive importance for the other party's consent must inform the other party of it where the latter legitimately does not know it or relies on the other party."

In practice, this removal has not reduced the need for caution: a well-advised buyer still requires disclosure of the last three balance sheets, the lease, ongoing contracts and the statement of registered liens and pledges. Fraudulent concealment (réticence dolosive), that is, the deliberate withholding of decisive information, remains sanctioned and may justify annulment of the sale or damages.

Publicity, creditors' opposition and escrow of the price

Once the deed is signed, the sale must be publicised. The French Commercial Code requires publication in a legal notices newspaper and then in the BODACC (French official gazette of civil and commercial announcements). This publicity opens a period during which the seller's creditors may lodge an opposition, and so assert their claims against the sale price.

During this period, the price is not paid directly to the seller: it is held in escrow with a third party, most often the lawyer drafting the deed, the notary or an authorised institution. This escrow lasts for as long as it takes to clear creditors' oppositions and the joint tax liability. Article 1684 of the French General Tax Code makes the buyer jointly liable for payment of certain taxes owed by the seller for a limited period after the sale. Paying the price without observing this mechanism exposes the buyer to paying twice. How this escrow fits with the asset and liability guarantee is dealt with separately in our article on escrow of the sale price.

The municipality's pre-emption right

A buyer must also check whether a commercial pre-emption right exists. Article L214-1 of the French Urban Planning Code allows municipalities to establish, within a protection perimeter for local commerce and crafts, a pre-emption right over sales of businesses, craft businesses and commercial leases. Where such a perimeter exists, the seller must file a prior declaration at the town hall, and the municipality has a period in which to substitute itself for the buyer. Omitting this formality may result in nullity of the sale.

The fate of the lease and employment contracts

The commercial lease passes to the buyer by operation of law, subject to the lease clauses relating to the landlord's approval or to the seller's joint guarantee. A common joint guarantee clause obliges the seller to remain guarantor of the buyer's rent for a period capped by law. As for ongoing employment contracts, they continue automatically with the buyer under the transfer of undertakings provided for by the French Labour Code: the buyer takes on the employees with their seniority and working conditions.

Taxation and costs of a business transaction

The purchase of a business generates costs that must be built into the financing plan, over and above the price itself.

Registration duties

The buyer pays registration duties calculated on the sale price, according to the scale in Article 719 of the French General Tax Code. At present, no duty is payable on the portion of the price below €23,000; a rate then applies to the band between €23,000 and €200,000, then a higher rate above €200,000, with additional departmental and municipal portions being added to the national portion. These duties are borne by the buyer, unless otherwise agreed.

The separate valuation of goods and equipment therefore has a tax dimension: new goods sold with the business may follow a distinct regime, which justifies a precise breakdown of the price in the deed.

The agency's fees

The agency's remuneration, freely set in the mandate, is generally proportional to the sale price and degressive by band. It is due only if the transaction is actually completed, and the mandate must state clearly who bears it (seller or buyer). The costs of drafting the deed, statutory publicity and registration are added to it.

How to choose an estate agency focused on businesses in 2026

The market includes very uneven players. A few simple checks make it possible to tell a serious professional from an opportunistic intermediary.

• Check the T professional card is current and the financial guarantee certificate if the agency receives funds
• Ensure genuine experience in the relevant business sector (a restaurant business is not valued like a pharmacy or a food shop)
• Require a reasoned valuation method, based on the balance sheets and the lease, and not a price "by feel"
• Check how the agency works with a lawyer or a notary drafting the deed, because the agency is not meant to secure the deed on its own
• Read the mandate carefully: duration, exclusivity, amount and debtor of the commission, conditions of termination

A competent agency works in tandem with legal counsel. The transaction is commercial, but the deed of sale and the escrow of the price are matters of law. Entrusting the valuation and the search for a buyer to the agency, and legal security to the lawyer, remains the most protective arrangement for both parties.

Conclusion

Using an estate agency focused on businesses makes real sense: valuing an operation, keeping the sale confidential and selecting buyers require know-how that few general agencies command. But the agency does not replace legal advice. The removal of the mandatory statements by the Act of 19 July 2019 did not reduce the risks: it moved them to the ordinary law of pre-contractual information, where fraudulent concealment remains heavily sanctioned. Escrow of the price, publicity in the BODACC, the municipal pre-emption right and the joint tax liability under Article 1684 of the French General Tax Code are all pitfalls for anyone who thinks a business is sold like a flat.

The recommendation is simple: whether you are selling or buying, have the deed of sale and the escrow mechanism validated by a lawyer before signing anything, and never pay the price directly to the seller until the opposition and joint tax liability periods have expired.

Frequently asked questions

What is the difference between buying a business and buying the shares of a company?

Buying a business means acquiring a universality of elements (customer base, lease, equipment) without taking over the seller's liabilities or debts, which remain attached to the operator. Buying the shares of a company means taking over the legal entity with its assets and liabilities, including known and latent debts. The sale of a business is often more protective for the buyer, but it is more costly in registration duties and heavier in formalities.

Can a conventional estate agency sell a business?

Yes, provided it holds a T professional card bearing the words "Transactions sur immeubles et fonds de commerce", required by the Hoguet Act of 2 January 1970. In practice, it is better to approach an agency genuinely focused on this field, because valuing a business, analysing the commercial lease and following the sale formalities require a competence in business law that few general agencies have.

Why is the sale price not paid to the seller immediately?

Because the sale opens a period for the seller's creditors to lodge an opposition after publication in the BODACC, and because Article 1684 of the French General Tax Code makes the buyer jointly liable for certain taxes of the seller for a limited period. The price is therefore held in escrow (by a lawyer, notary or authorised body) until these periods have expired. Paying the price directly to the seller exposes the buyer to having to pay a second time.

What documents should a buyer require before buying a business?

At a minimum, the last three balance sheets and profit and loss accounts, the complete commercial lease with its amendments, the statement of registered liens and pledges, ongoing contracts and the list of employees transferred. Even though the Act of 19 July 2019 removed the formerly mandatory statements, the pre-contractual duty of information in Article 1112-1 of the French Civil Code remains, and any decisive concealment may justify annulment of the sale.

How much are registration duties when buying a business?

They are calculated according to the progressive scale in Article 719 of the French General Tax Code: no duty up to €23,000, a rate on the band from €23,000 to €200,000, then a higher rate above that, with departmental and municipal portions being added to the national portion. These duties are in principle borne by the buyer. A precise breakdown of the price in the deed between business, equipment and goods makes it possible to optimise the tax treatment.

Can the landlord oppose the sale of the business?

The sale of the business in principle entails the transfer of the commercial lease to the buyer, and a clause purely prohibiting assignment together with the business would be deemed unwritten. However, the lease may provide for the landlord's approval, a requirement that the deed be executed as an authentic deed (acte authentique), or a joint guarantee requiring the seller to remain guarantor of the buyer's rent for a period capped by law. The clauses of the lease should therefore be read carefully before committing.

Must the sale be declared to the town hall?

Yes, where the business is located within a protection perimeter for local commerce and crafts established by the municipality under Article L214-1 of the French Urban Planning Code. The seller must then file a prior declaration, and the municipality has a period in which to exercise its pre-emption right and substitute itself for the buyer. The absence of this declaration, where it is required, may result in nullity of the sale.