{"id":8623,"date":"2026-03-04T08:12:46","date_gmt":"2026-03-04T07:12:46","guid":{"rendered":"https:\/\/www.altertax-avocats.com\/1756-cgi-complete-guide-to-registration-fees\/"},"modified":"2026-06-29T12:10:06","modified_gmt":"2026-06-29T10:10:06","slug":"1756-cgi-complete-guide-to-registration-fees","status":"publish","type":"post","link":"https:\/\/www.altertax-avocats.com\/en\/1756-cgi-complete-guide-to-registration-fees\/","title":{"rendered":"1756 cgi: complete guide to registration fees"},"content":{"rendered":"\n \n

Article 1756 du CGI : Understanding registration duties on sales of company shares<\/h1>\n \n
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Article 1756 of the French General Tax Code (CGI) is a fundamental text in terms of registration duties<\/a>. It specifically governs tax obligations relating to the sale of company shares and the transfer of ownership of certain assets. You need to master these provisions to secure your operations and avoid any tax adjustments. This text defines the calculation rules, applicable rates and payment procedures that apply to taxpayers. <\/p>

What is Article 1756 of the CGI?<\/h2>

Article 1756 of the French General Tax Code sets out the legal framework for registration duties applicable to transfers for valuable consideration of shares in unlisted companies. This law sets a rate of 3% after application of a proportional allowance. It applies in particular to transfers of shares in SARLs, non-trading companies and other unlisted structures. The legislator designed this system to provide a tax framework for transfers of ownership within the French economic fabric. <\/p>

This legal provision is part of a broader approach to the taxation of asset transfers<\/a>. In particular, it complements article 683 of the CGI, which deals with registration duties on other types of transfer. You need to distinguish between these two regimes if you are to apply the correct tax treatment to your sales operations. <\/p>

Scope of application and operations concerned<\/h2>

Article 1756 of the French General Tax Code mainly applies to sales of shares<\/a> in companies with or without a majority of real estate assets. You are concerned if you sell shares in SARLs, SCIs, SNCs or professional non-trading companies. The article expressly excludes shares in listed companies, which are subject to a separate tax regime. <\/p>

The transfers concerned include outright sales, contributions in kind, and certain transactions treated as transfers. You should also consider partial transfers, which give rise to a proportional calculation of duties. The legal status of the transaction determines whether or not this specific tax regime applies. <\/p>

Property companies<\/h3>

Companies with a preponderance of real estate assets are subject to special scrutiny under article 1756 of the CGI. Such a company exists when more than 50% of its assets are made up of real estate assets or rights located in France. This qualification leads to the application of a reinforced tax regime, with a registration duty rate of 5% after abatement. <\/p>

The company’s real estate status is determined at the date of sale. You need to analyze the composition of the company’s assets, taking into account the market value of the real estate held directly or indirectly. This analysis often requires the intervention of an expert to avoid any subsequent challenge from the tax authorities. <\/p>

Calculating registration duties in accordance with Article 1756 of the French General Tax Code (CGI)<\/h2>

Registration fees are calculated<\/a> according to a precise method defined by article 1756 of the CGI. First, you apply an allowance equal to the ratio between 23,000 euros and the total number of shares in the company. This allowance is calculated in proportion to the number of shares sold. The 3% rate is then applied to the fraction of the price exceeding this allowance. <\/p>

For a company with a majority stake in real estate, the rate rises to 5% after application of the same allowance. You must add to these duties the additional departmental and municipal taxes, which can bring the overall rate to around 5.80%. The tax base corresponds to the sale price stipulated in the deed, or the actual market value if this is higher. <\/p>

Practical example of calculation<\/h3>

Let’s take the case of a sale of 100 shares out of a total of 1,000 shares in a SARL for a price of 500,000 euros. The applicable allowance is (23,000 \/ 1,000) \u00d7 100 = 2,300 euros. The tax base therefore becomes 500,000 – 2,300 = 497,700 euros. You apply the 3% rate, which gives a tax liability of 14,931 euros, plus additional taxes. <\/p>

This calculation can be complex, depending on the nature of the company and the specific clauses of the transfer. You need to check the accuracy of each element to avoid any risk of reassessment. The tax authorities regularly check these transactions, and may question valuations that they consider insufficient. <\/p>

Declaration obligations and registration formalities<\/h2>

Article 1756 of the CGI imposes strict reporting obligations that you must scrupulously respect. The transfer must be registered with the relevant tax department within one month of signing the deed. You use the specific administrative forms<\/a> provided for this purpose, in particular form 2759 for transfers of company shares. <\/p>

Registration fees must be paid at the same time as the declaration. You can use electronic payment to facilitate this process. Failure to register within the legal deadline will result in a surcharge of 0.40% per month of delay, capped at 80% of the amount of duty due. <\/p>

Payment Responsibility<\/h3>

The transferor and the transferee are jointly and severally liable for payment of registration fees. You may, however, agree contractually to share the tax burden between the parties. However, the tax authorities retain the right to claim full payment from either party in the event of default. <\/p>

This tax solidarity is a risk that you need to anticipate when negotiating the sale. It is advisable to obtain financial guarantees or escrow mechanisms to secure the effective payment of registration duties. A tax lawyer can help you structure these protective clauses. <\/p>

Exemptions and special schemes<\/h2>

Article 1756 of the French General Tax Code provides for certain exemptions and derogations that you can take advantage of under certain conditions. Transfers of shares in companies engaged in agricultural activities benefit from a favorable tax regime, with increased tax allowances. Gratuitous transfers (gifts, inheritances) are subject to a separate regime set out in other provisions of the CGI. <\/p>

You can also benefit from the preferential Dutreil pact scheme for family business transfers. This scheme offers a substantial reduction in the tax base, subject to compliance with collective and individual retention commitments. The complexity of these mechanisms warrants in-depth legal and tax support. <\/p>

Litigation and Defense Strategies<\/h2>

Disputes relating to the application of article 1756 of the CGI frequently concern the valuation of shares sold or the company’s status. If you dispute a tax reassessment made by the tax authorities, you have a right of appeal. The contentious procedure begins with a prior complaint to the tax department, and can then be pursued before the administrative court. <\/p>

Case law has clarified many points of interpretation of this text. You can rely on these decisions to build your arguments in the event of disagreement with the tax authorities. The expertise of a tax lawyer specialized in litigation is often decisive in winning these technical procedures. <\/p>

Tax optimization and transaction security<\/h2>

Appropriate structuring of your disposal operations can optimize the tax burden associated with article 1756 of the CGI. You can consider legal arrangements such as a contribution-cession or an acquisition holding company to defer or reduce the impact of registration fees. These strategies must respect the principle of economic reality if they are not to be requalified by the tax authorities. <\/p>

Legal certainty also requires careful drafting of the deeds of sale and shareholders’ agreements. You need to ensure that the valuation you have chosen is consistent with the supporting economic data. A prior tax audit can help you identify potential risks and adapt your strategy accordingly. Support from a firm of tax lawyers ensures that your transactions comply with current legal and regulatory requirements. <\/p>\n\n

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Frequently asked questions<\/h2>\n

Article 1756 of the French General Tax Code raises a number of questions for sellers and transferees of company shares. This section provides answers to the most frequently asked questions about registration duties applicable to sales of shares. <\/p>\n

What is Article 1756 of the CGI?<\/h3>\n

Article 1756 of the French General Tax Code sets out the tax framework applicable to sales of shares in unlisted companies. It sets the registration duty rate at 3% of the sale price, after a proportional allowance per shareholder. This article applies mainly to shares in SARLs, SCIs and partnerships, but excludes shares in joint-stock companies. Compliance with these provisions is mandatory for all transactions involving shares, and requires the deed of sale to be registered with the tax authorities within one month of the sale. <\/p>\n

What is the rate of registration duty under Article 1756 of the CGI?<\/h3>\n

The registration fee is set at 3% of the higher of the sale price or the actual value of the shares. This rate is applied after a deduction of 23,000 euros per shareholder, apportioned in proportion to the number of shares sold. For example, for a sale of 100,000 euros by a single seller, the tax base will be 77,000 euros (100,000 – 23,000), or 2,310 euros in tax. It is important to note that this allowance is personal to each transferor and is renewed each calendar year. <\/p>\n

How do you calculate registration fees on the sale of shares?<\/h3>\n

There are several steps involved in calculating registration fees. First, determine the sale price, or the actual value of the shares if higher. Secondly, apply the allowance of 23,000 euros per transferor in proportion to the shares transferred. Third, multiply the resulting tax base by the 3% rate. Example: for a sale of 150,000 euros with two sellers each owning 50% of the shares, the total allowance will be 46,000 euros. The tax base is therefore 104,000 euros, or 3,120 euros in registration fees. <\/p>\n

What are the reporting requirements for sales of shares?<\/h3>\n

The transfer of shares must be registered with the tax authorities within one month of the date of the deed. The transferor and transferee are jointly and severally liable for payment of the tax. The deed of transfer must be filed in duplicate, together with form 2759 and the payment of duties. In the event of late payment, penalties of 0.40% per month of delay apply, as well as a minimum surcharge of 10%. The company must also amend its articles of association and complete the registration formalities at the commercial court registry within the legal deadlines. <\/p>\n

Are there any exemptions from registration duties on share sales?<\/h3>\n

There are a number of situations in which total or partial exemption from registration fees is possible. Gratuitous transfers (gifts, inheritances) are subject to a different tax regime. Transfers of businesses covered by the Dutreil pact may be partially exempt under certain conditions. Certain internal restructurings of groups of companies are also exempt. Sales of shares in companies with a majority of real estate assets are subject to a special regime, with a rate of 5%. It is advisable to consult a tax lawyer<\/a> to identify the optimization mechanisms applicable to your particular situation, and to ensure the legal security of the transaction. <\/p>\n

When should a tax lawyer be consulted about a transfer of shares?<\/h3>\n

Calling on the services of a tax lawyer<\/a> is particularly recommended in a number of situations: large-scale transactions, complex legal structures, the presence of real estate assets, international transfers, or disputes with the tax authorities. The tax lawyer analyzes the situation, optimizes the structuring of the transaction, secures the legal and tax aspects, drafts or verifies the deeds, and assists you in the event of a tax audit. Our expertise can help you avoid costly mistakes, identify opportunities for legal optimization and prevent litigation. Professional support right from the start of the project guarantees a smooth transaction that complies with legal requirements. <\/p>\n<\/div><\/div>\n