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.<\/p>\n\n\n\n
These new rules will apply to transactions completed on or after 27 July 2026.<\/p>\n\n\n\n
Introduced by the so-called \u201cHamon Law\u201d of 2014, this mechanism was intended to allow employees to submit a takeover offer when their company was being sold.<\/p>\n\n\n\n
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 (Comit\u00e9 Social et \u00c9conomique \u2013 CSE) vested with extended consultation rights. In such companies, information will be provided exclusively through the standard CSE information and consultation procedure.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
Reduced requirements for companies with fewer than 50 employees<\/strong><\/p>\n\n\n\n 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.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n Reduced Financial Penalty<\/strong><\/p>\n\n\n\n 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.<\/p>\n\n\n\n This change is consistent with reforms introduced since 2015, which had already replaced the sanction of nullity of the sale with a financial penalty.<\/p>\n\n\n\n Extension of the exemptions from the regime<\/strong><\/p>\n\n\n\n As was previously the case, companies subject to conciliation, safeguard proceedings, judicial reorganization, or judicial liquidation remain exempt from these requirements.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n