Buying a business in France: the BODACC window and the dates after the deed, day by day
By Grig Kochedykov · . Legal points reviewed against the Code de commerce and the Code général des impôts on Légifrance (consolidated text up to 11 October 2026, read on 12 October 2026) and against service-public.gouv.fr on 2 November 2026.
When you buy a fonds de commerce in France, the deed starts several clocks. A fonds de commerce is the going business (customers, name, lease, equipment), without the company that owns it.
The first clock is the best known: 10 days for the seller's creditors to object, counted from the later of the two published notices of the sale. The others run for months. Below is our day-by-day count, from the deed to the last date in these rules, and what each date means for when the price can leave escrow (the money kept by a neutral third party, the escrow holder, until it can be paid out).
In short: four things before you pay
- Pay the price to an escrow holder (a notary or lawyer who keeps the money until it can be paid out), not to the seller.
- Do not pay the seller before both sale notices are out and 10 days have passed after the later one. Until then, the seller's creditors can claim the price from you.
- Keep a dated copy of both notices.
- Ask the escrow holder for the date when the tax office's window on your deal closes.
General information, not legal or tax advice. These dates apply to the sale of a fonds de commerce. If you buy the shares of the company instead, the company keeps its own debts, and this calendar does not apply.
Before the deed: the staff
The seller must tell the staff about the planned sale at least one month before it, so that they can make an offer for the business. This applies to businesses with fewer than 50 employees. The one-month notice applies to sales concluded from 27 July 2026; before that date it was two months (L141-23, F37197). If the seller skips it, the article allows a civil fine of up to 0.5% of the sale price. Ask the seller for proof that the staff were told.
After the deed: the calendar
Our count. We count the date of the deed as day 0, and we assume the buyer publishes the sale on day 15, the last day allowed. If the notice goes out earlier, every date below moves earlier.
| Day (our count) | What happens | Rule |
|---|---|---|
| 0 | The deed. A private deed, made without a notary, must be registered with the tax office before the sale is published, or the publication is void. A notarial deed can be published first | L141-13; CGI 635 |
| by 15 | The buyer publishes the sale in a legal-notices outlet of the département (the French county-sized region) where the business trades | L141-12 |
| 15 + 3 | Within 3 days of that notice, the buyer asks the clerk of the commercial court (greffier) to publish it in BODACC, the official bulletin of company notices | F37197 |
| later notice + 10 | The seller's creditors can object to payment of the price, "que sa créance soit ou non exigible" (whether the debt is due or not). The landlord cannot object for rent that is running or to come | L141-14 |
| 60 | The seller's deadline to declare the sale to the tax office: 45 days from the legal-notices outlet's notice | CGI 201 |
| 75 | The seller's deadline to file the profit return: 60 days from the same notice | CGI 201 |
| 105 | The escrow holder (séquestre) must have shared out the price among the creditors: 105 days from the deed | L143-21 |
| up to 105 | The window in which the tax office can claim some of the seller's taxes from the buyer closes 30 days after the seller files the profit return, if three things are true: the seller declared the sale and filed the profit return on time, and was up to date with tax filings and payments on the last day of the month before the sale | CGI 1684 |
| 165 | If one of the three is missing, the window runs 90 days from the end of the deadline for the profit return. If the seller filed the return late, the escrow holder's 105 days become 165 | CGI 1684; L143-21 |
The two sets of dates do not always line up. Say the seller files the profit return on time, but did not declare the sale to the tax office within the 45 days, or was not up to date with tax filings and payments on the last day of the month before the sale. Then the escrow holder may share out the price on day 105, while the tax office can claim from you until day 165, 60 days later. So the tax office can claim the seller's tax from you after the price has left escrow. Ask your notary or lawyer for the closing date of the tax window on your deal, and keep the tax reserve (the part of the price kept back for the seller's taxes) in escrow until that date.
Two details that change the count
The 10 days run from the later notice. The law counts them from "la dernière en date des publications" (the later of the two notices) (L141-14). The government's guide counts them from the BODACC notice (F37197). BODACC is usually the later one, but the rule is the law's. Keep both dated notices, and count from the later date.
Paying the seller early does not count. "L'acquéreur qui paie son vendeur sans avoir procédé aux publications prescrites, ou avant l'expiration du délai de dix jours, n'est pas libéré à l'égard des tiers" (L141-17). In plain words: if you pay the seller before the notices or before the 10 days are over, that payment does not protect you from the seller's creditors.
Which taxes can reach the buyer, and how far
Article 1684 of the tax code lets the tax office claim from the buyer the seller's income tax or corporate tax on the profits of the year of the sale, up to the day of the sale. It can also claim the tax on last year's profits, if the sale took place in the normal period for declaring them and the seller had not declared them before the sale. The buyer's share is capped: "jusqu'à concurrence du prix du fonds de commerce" (up to the price of the business) (CGI 1684).
Ask your notary or lawyer to keep the tax reserve in escrow until the tax window on your deal has closed, and to tell you which date that is.
What to write in your offer
| In the offer | Why |
|---|---|
| The whole price goes to an escrow holder, such as the notary or lawyer who handles the deed | the government's guide: escrow lets the tax office and creditors claim sums the seller has not paid them |
| Nothing is paid to the seller at the signing | a payment before the end of the 10 days does not count towards the creditors |
| The escrow holder's office is the address for objections in both notices | creditors then send their objections where the money is |
| The escrow holder's fees: who pays | the guide says they fall on the buyer unless the deed says otherwise |
| Proof that the staff were told of the sale | the seller's duty under L141-23 |
The escrow holder's fees rule is from F37197. Ask for the written list of objections before anything is released.
Where to look yourself
On bodacc.fr, search for the notice of your own sale once it is out, and keep a dated copy. Search the seller too: notices of sales and of insolvency proceedings are published there. The notices are free to read.
The full sequence, from the first offer to the release of the price, with the cases behind it, is in chapters 5 and 7 of Buying a Small Business in France, a book by Grig Lien. Our earlier post covers what passes to you with a French business and what to get in writing.
Before any of this: the listing
The calendar starts at the deed. Long before it, there is a listing. A listing for a French business may not say whether the fonds or the company is for sale, or who the staff are. Those are your first questions, because they decide whether this calendar applies at all.
Our free extension for Chrome and Edge reads a business-for-sale listing. "Open a business-for-sale listing and press “Download PDF”. You get a report on the 12 things a check of the business needs: what the listing says about each, and which ones it does not say." The report "reads only the listing page and no official records", so BODACC is a separate step. Each line the listing leaves blank goes on your list of questions for the seller.
Your next two steps
- The extension. Add to Chrome — free or Add to Edge — free. Reading on your phone? Open this page on your computer. "The extension works in Chrome or Edge on a computer."
- Your account. "Saving a listing takes a My list account. In it, the listings you save from different sites sit in one place." Create my account.
Sources
- Code de commerce, article L141-12 (Légifrance) (retrieved 12 October 2026)
- Code de commerce, article L141-13 (Légifrance) (retrieved 12 October 2026)
- Code de commerce, article L141-14 (Légifrance) (retrieved 12 October 2026)
- Code de commerce, article L141-17 (Légifrance) (retrieved 12 October 2026)
- Code de commerce, article L141-23 (Légifrance) (retrieved 12 October 2026)
- Code de commerce, article L143-21 (Légifrance) (retrieved 12 October 2026)
- Code général des impôts, article 201 (Légifrance) (retrieved 12 October 2026)
- Code général des impôts, article 635 (Légifrance) (retrieved 12 October 2026)
- Code général des impôts, article 1684 (Légifrance) (retrieved 12 October 2026)
- Service-public.gouv.fr (Entreprendre), Cession du fonds de commerce à un tiers (F37197), checked by the site on 22 July 2026 (retrieved 2 November 2026)
- BODACC, Bulletin officiel des annonces civiles et commerciales (retrieved 2 November 2026)
- Buying a Small Business in France, a book by Grig Lien, chapters 5 and 7 (retrieved 2 November 2026)
- Provenance Diligence, Free extension (retrieved 2 November 2026)