Capital gain on the sale of a business or goodwill
Estimate the capital gain, the 151 septies exemption, the tax due and the net proceeds when selling your business, goodwill or professional activity.
Taxation of a business sale
Selling your business, goodwill or professional activity most often generates a professional capital gain, i.e. a gain equal to the difference between the sale price and the original value of the asset sold. This capital gain is in principle taxable, but many schemes allow all or part of it to be exempted depending on the type of activity, the level of revenue, the value of the goodwill or the seller's situation (retirement in particular).
Gross capital gain
Sale price − acquisition price (or original value of the goodwill or shares).
Exemption
The 151 septies can wipe out all or part of the capital gain depending on your revenue.
Long-term taxation
Held ≥ 2 years, the net capital gain is taxed here at 30% (12.8% income tax + 17.2% social levies).
The 151 septies exemption
Article 151 septies of the French General Tax Code (CGI) is the most common exemption scheme for sole proprietorships and goodwill. It requires having carried out the activity for at least 5 years. The level of exemption then depends on the average annual revenue over the last two years, according to different thresholds for sales activities and service provision.
| Average annual revenue | Sales / BIC | Services / BNC |
|---|---|---|
| Full exemption | < €250,000 | < €90,000 |
| Partial degressive exemption | €250,000 to €350,000 | €90,000 to €126,000 |
| No 151 septies exemption | > €350,000 | > €126,000 |
In the partial exemption zone, the exemption rate decreases linearly: the closer revenue gets to the upper threshold, the larger the taxable share of the capital gain. Above the upper threshold, 151 septies no longer applies, but other schemes may take over (238 quindecies, 151 septies A, etc.).
How to reduce the tax
Several levers, often combinable or complementary to one another, help lighten the taxation of a business sale. Implementing them requires precise, early analysis:
- •Article 238 quindecies: exemption based on the value of the goodwill or business branch sold, full up to €500,000 and degressive up to €1,000,000.
- •Article 151 septies A: exemption of the capital gain upon the seller's retirement, subject to conditions of duration and cessation of functions.
- •Holding-period allowances: notably for sales of company shares, with enhanced allowances in some cases.
- •Contribution-sale (150-0 B ter): tax deferral by contributing the shares to a holding company before the sale, subject to reinvestment conditions.
- •Anticipation: the applicable regime often depends on the length of activity and the retirement timetable. Preparing the sale several years in advance is decisive.
This simulator only includes the 151 septies exemption and the 30% long-term regime. It gives an order of magnitude, not a definitive calculation: each scheme is subject to strict conditions that a professional will be able to verify.
Frequently asked questions about business sales
How is the capital gain on the sale of a business calculated?▼
What is the article 151 septies exemption?▼
How is the long-term professional capital gain taxed?▼
Does the sale of company shares benefit from 151 septies?▼
Are there other exemption schemes when selling a business?▼
Does this simulator replace tax advice?▼
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