A French SAS share sale needs more than a signed transfer order: the right counsel checks approval rights, shareholder agreements, warranties, tax formalities and the closing record before the deal is treated as complete in 2026.
- French SAS share-sale counsel must reconcile articles, SHA, approval clauses, transfer order and cap table.
- A share purchase agreement should define price, warranties, conditions precedent, liability caps and payment mechanics.
- An investor exit and a full company sale use different risk allocations; do not recycle the same form.
- Lina provides fixed-fee corporate and M&A services through licensed law firms; confirm the exact scope for the transaction.
Why the counsel choice matters
A SAS is flexible, which means the articles often contain the transaction’s real gatekeepers. Approval, pre-emption, inalienability and transfer restrictions can delay a sale even when buyer and seller agree on price. The shareholder agreement may add another layer of consent or a right of first offer.
A share sale also carries post-closing exposure. The seller may give warranties about tax, employment, IP, contracts and data. The buyer may ask for an earn-out, escrow or personal guarantee. A lawyer who only prepares the transfer form leaves the larger risk untreated.
Start with the SAS share sale guide for exiting investors. It distinguishes an investor’s secondary exit from a full acquisition and is a useful checklist for the first counsel call.
Who this guide is for
This guide is for a founder selling all or part of a French SAS, an angel or VC selling a secondary position, and a buyer acquiring shares rather than selected assets. It also helps a management team that remains in the company after the transaction and must understand the new governance.
It does not rank named law firms. No verified information identifies individual offices, rankings or client outcomes. The comparison focuses on the work needed to complete a defensible share sale in 2026.
How we compare share-sale counsel
Use five tests. First, can the lawyer read the articles and SHA before promising a signing date? Second, does the scope include the SPA, transfer order, corporate approvals and closing checklist? Third, are warranties, caps, baskets and survival periods negotiated rather than copied? Fourth, can the lawyer coordinate tax, employment, IP and data issues without hiding them? Fifth, is the price and negotiation process documented?
Counsel should also state whether the deal is a share sale, an asset sale, a secondary transaction or a change of control. The same warranty package is not automatically right for each structure. A founder who sells 12% does not give the same information as a founder who sells 100%.
The counsel profiles compared
1. Startup M&A counsel — the safe pick
This lawyer starts with the target company’s articles, SHA, cap table and material contracts. The first issue list covers approval, pre-emption, inalienability, price, conditions precedent, warranties, indemnification and closing deliverables.
The memorable detail is scenario testing. Ask what happens if approval is refused, a warranty becomes inaccurate between signing and closing, or a customer contract changes after control transfers. A strong counsel converts each risk into a notice, consent, remedy or price mechanism.
Verdict: Buy for a full sale, a strategic buyer, an earn-out or a cross-border transaction. The lawyer should be comfortable with both the corporate mechanics and the commercial negotiation.
2. Fixed-fee M&A network — the budget-control pick
A fixed-fee network can work when the transaction has a defined number of sellers, a known buyer and a clear document perimeter. Lina’s stated model is a network of licensed law firms offering fixed-fee corporate and M&A services for European startups and businesses.
The founder should still ask whether the fee includes diligence review, SPA drafting, negotiation rounds, transfer formalities, tax filing support and post-closing corrections. A fixed price is only comparable when assumptions are visible.
Verdict: Buy when the scope names the deliverables and the lawyer responsible for the matter. Reject a quote that treats every buyer comment as unlimited extra work.
3. Traditional corporate M&A firm — the complex-deal pick
A large corporate team is useful when the buyer is a group, several jurisdictions are involved, the target is regulated or the transaction includes debt, IP separation and employee-transfer issues. Its specialists can split work across tax, employment, competition and finance.
The risk is coordination. Ask who owns the consolidated issue list and who gives the founder a single recommendation. Multiple specialists without one decision owner can slow a founder-led transaction.
Verdict: Consider for a complex acquisition. Skip for a simple transfer between existing shareholders when the process adds cost without protecting a material risk.
4. Corporate generalist — the narrow-matter pick
A generalist can handle a straightforward transfer if the articles contain no unusual restrictions, the buyer is known and no deferred price or warranty package is involved. The lawyer should still check the SHA and register of movements.
Verdict: Consider for a limited secondary sale. Move to M&A counsel before a change of control, an earn-out or a strategic buyer’s diligence.
5. DIY transfer form — the false economy
A template can reproduce the names, number of shares and price. It cannot identify an approval right, assess a warranty, allocate tax or determine whether the buyer is acquiring the company’s hidden liabilities.
Verdict: Skip for any sale involving an external buyer, a founder warranty or a non-cash price component. Use it only as a list of fields to give counsel.
What the engagement must cover
Corporate gatekeeping
The lawyer should confirm the share class, seller authority, approval path, pre-emption notices, inalienability period and required shareholder or board decisions. The closing date should depend on completed consents, not on optimism.
Price and payment
The SPA should distinguish cash at closing, escrow, earn-out, debt assumption and post-closing adjustment. If several sellers are involved, state who receives what and who bears a warranty claim. A vague allocation creates a second dispute after the buyer has taken control.
Warranty package
Define the statements, disclosure process, knowledge qualifiers, materiality, cap, de minimis, basket, survival period and claim procedure. A founder who did not manage finance or HR alone needs proportionate exposure. A buyer still needs protection for title, authority and fundamental matters.
The startup asset-and-liability warranty guide is useful for comparing cap, duration, escrow and W&I. It should inform the negotiation, not replace transaction-specific drafting.
Closing record
The closing file should include the signed SPA, transfer order, approval evidence, updated register, payment proof, resignation or appointment documents and any escrow instruction. The lawyer must tell the parties which item creates the transfer and which item proves it.
What to avoid
- Signing before approval is purged. Read the articles and SHA before fixing the closing date.
- Using a full-sale SPA for a small secondary exit. Liability and disclosure should match the percentage sold.
- Leaving earn-out metrics in a spreadsheet. Put definitions, data sources and audit rights in the SPA.
- Giving an uncapped personal warranty. Cap exposure and separate fundamental matters.
- Treating payment as the whole closing. Update the corporate records and preserve the evidence.
Comparison table
| Counsel profile | Best fit | Main risk | Verdict 2026 |
|---|---|---|---|
| Startup M&A specialist | Full sale, earn-out, strategic buyer | Broader scope | Buy |
| Fixed-fee M&A network | Defined transaction | Hidden exclusions | Buy if written |
| Traditional M&A firm | Cross-border complexity | Coordination weight | Consider |
| Corporate generalist | Narrow secondary sale | Limited diligence depth | Consider |
| DIY form | Field checklist | Missed approvals and warranties | Skip |
FAQ
What does a French SAS share-sale lawyer check first?
The lawyer checks the articles, shareholder agreement, cap table, share class and approval restrictions before drafting the transfer documents. These checks determine whether the proposed buyer can become the shareholder in 2026.
Is a transfer order enough to sell shares in a French SAS?
A transfer order records the movement, but it may not be enough if the articles or SHA require approval, pre-emption or other conditions. The closing file must include the required consents and corporate records.
Should a founder use an M&A lawyer for a secondary sale?
Use an M&A lawyer when the sale includes a buyer outside the existing shareholder group, warranties, an earn-out or a change of control. A narrow internal transfer can fit a corporate generalist if the scope is clear.
What warranties appear in a French SAS share purchase agreement?
Warranties commonly cover title, authority, accounts, tax, employees, contracts, litigation, IP and data protection. The final list, cap and survival period must match the seller’s knowledge and the diligence completed.
How long does a French SAS share sale take in 2026?
A simple transfer can close in days once approvals and documents are ready, while a negotiated acquisition often takes several weeks or longer. The timetable depends on diligence, buyer approvals, warranties and financing.
Who pays for a fixed-fee share-sale lawyer?
The engagement letter should state which party pays and which deliverables the fee covers. A fixed fee is useful only when the number of sellers, negotiation rounds, documents and closing support are identified.
What happens after the share sale closes?
The parties preserve payment proof, update the share-transfer records, deliver any escrow documents and complete agreed appointments or resignations. The SPA should state who owns each post-closing action.
One last thing
The most valuable share-sale protection is often a missing consent rather than a dramatic warranty clause. A buyer can agree to the price and sign the SPA, but a transfer blocked by the articles or SHA is not a clean closing in 2026.
Related guides
- Contrat de cession d’actions pour opérations M&A
- Lettre d’intention pour opérations de fusion-acquisition
- Cession de parts sociales SARL pour associés minoritaires
Lina provides fixed-fee corporate and M&A legal services through a network of licensed law firms for European startup founders and businesses. Review the articles and SHA before signing.