The business is not for sale. The building can be.
Passing on a business costs money, and the reforms under discussion could cost more. For many business owners, the company is not for sale. The building, however, can be. Why property so often becomes the answer, and on what conditions.
Tax to pay, but no cash
A business owner who passes their company on to their children may have to pay gift tax, even when they benefit from a favourable scheme such as the Dutreil pact, which only exempts part of the value. The draft 2027 budget adds another issue: the reform of the contribution-and-sale scheme (apport-cession, article 150-0 B ter), voted by the National Assembly on 16 October 2026 in a softened version.
In this version, giving away the shares of a holding company that has sold the contributed shares within eight years could trigger the tax on the contribution gain, for the part of the price not reinvested in an economic activity, with payment spread over ten years. Death, on the other hand, would not trigger this tax. The Senate has yet to vote.
As of 17 October 2026, the reform of the contribution-and-sale scheme is not final. Its date of entry into force is still under debate. Any transfer decision must be costed with the notary and the tax lawyer on the final text.
In every case, the problem is the same: the tax is paid in money, while the value is tied up in the business. Selling shares to pay means bringing a third party into the capital or losing control.
Why the building
Alongside their business, many owners hold property assets: the company's premises in a property company (société civile), a rental building, a second home, a plot of land. These properties are not essential to the business, or can be sold without stopping it.
Sold to an investor, the company stays on site as a tenant. The business carries on, the cash comes in.
It produces rent, but ties up a large amount of capital. Selling it releases cash in one go.
Often little used, it costs money every year in charges and upkeep.
The right building to sell is the one whose sale does not weaken the business being passed on.
An example with figures
Example with figures: selling the premises to pay for the transfer
A fictitious case. A business owner gives the shares of her company to her two children. After allowances and the favourable scheme, the gift tax amounts to €180,000. Her company occupies a building owned by a family property company, valued at €650,000.
| Sale price of the premises, the company remaining a tenant | €650,000 |
| Capital gains tax and costs, cautious estimate | – €90,000 |
| Gift tax to pay | – €180,000 |
| Remaining available | about €380,000 |
The company now pays rent, which must remain affordable. This is the first point to check: an excessive rent would weaken the business being passed on.
What makes the difference in this type of sale
Selling a business building or a rental building has nothing in common with selling a flat. The buyers are investors: they look at the rent, the length of the lease, the soundness of the tenant and the condition of the building. A hastily drafted lease, a badly set rent or a poorly presented building drive away the best buyers.
The tax on the sale also depends on how the property is held: directly, through a property company subject to income tax or through a company subject to corporation tax. The differences can be significant, and the timing of the sale must take account of the timing of the transfer.
"The right building to sell is the one whose sale does not weaken the business being passed on."
And the second home?
It is often the easiest property to sell, and the most costly in tax. The capital gain on a second home is taxed at 36.2%, with a surcharge above €50,000 of gain, and full exemption only applies after thirty years of ownership. A property bought ten years ago can therefore leave a large share of its price to the taxman. The figures must be worked out before choosing which property to sell: the building that earns the most is not always the one to dispose of.
Pitfalls to avoid
- Selling in a hurry, a few weeks before the tax deadline: the negotiation then works against the seller.
- Setting an unrealistic rent to inflate the price of the premises: the buyer will see it, and the company will pay for it.
- Forgetting the natural buyer: a partner, a neighbour or a local investor already knows the property.
For rental buildings, see also selling a building flat by flat or as a whole.
Our approach
We support the sale of properties that the conventional market handles poorly: buildings, business premises, property complexes. We work alongside your notary and your chartered accountant, who remain in charge of the tax side. See our page for professionals, or contact us.
Frequently asked questions
Does selling your company's premises mean moving out?
No. The company can stay on site as a tenant, with a lease signed at the time of the sale. That is precisely what interests investors.
Does the contribution-and-sale reform apply on death?
Not in the version voted by the deputies on 16 October 2026: the deferred capital gain is still wiped out on death. The Senate has yet to examine the text.
Is a building held by a property company sold like a property held directly?
Not quite: you can sell the building or the company's shares, and the tax depends on the company's regime. These choices are made with the chartered accountant.
Does the Dutreil pact remove gift tax?
No: it exempts 75% of the value of the shares passed on, subject to commitments to keep the shares and run the business. Tax remains due on the rest.
How long does it take to sell a business building?
Allow several months, between preparing the file, finding an investor and signing the deed. Hence the value of anticipating the tax deadline.
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