In order to reduce the administrative burden on sellers and to prevent the time period granted to employees from hindering or delaying SME transfer transactions, Law No. 2026-403 of 26 May 2026 significantly simplifies the employee information requirements applicable in the event of the sale of a business (fonds de commerce) or a controlling interest in a company.
These new rules will apply to transactions completed on or after 27 July 2026.
Introduced by the so-called “Hamon Law” of 2014, this mechanism was intended to allow employees to submit a takeover offer when their company was being sold.
From now on, the obligation to directly inform employees will no longer apply to companies with at least 50 employees that have a Works Council (Comité Social et Économique – CSE) vested with extended consultation rights. In such companies, information will be provided exclusively through the standard CSE information and consultation procedure.
However, where the company does not have a CSE in place (particularly in cases where a formal statement of non-establishment has been issued), the obligation to inform employees remains applicable.
Reduced requirements for companies with fewer than 50 employees
In smaller companies, employees must still be informed of their right to submit a purchase offer, in accordance with the procedures set out in the French Commercial Code.
However, the minimum period between informing employees and completing the sale has been reduced to one month (instead of the previous two-month period). The sale may still be completed before the expiry of this period if all employees indicate that they do not intend to submit an offer.
Reduced Financial Penalty
In the event of a breach of the information requirement, the court may still impose a civil fine at the request of the public prosecutor. However, the maximum amount of the fine has been reduced from 2% to 0.5% of the sale price.
This change is consistent with reforms introduced since 2015, which had already replaced the sanction of nullity of the sale with a financial penalty.
Extension of the exemptions from the regime
As was previously the case, companies subject to conciliation, safeguard proceedings, judicial reorganization, or judicial liquidation remain exempt from these requirements.
The new law now adds companies subject to accelerated safeguard proceedings to this list. This procedure is designed to facilitate the rapid adoption of a restructuring plan where a company is experiencing financial difficulties.
