Business transfer: how to inform employees in 2026?

Informingemployees is a formality to anticipate during certain business transfer operations, particularly when the sale involves a business or a majority of the capital of a company.

Created by the law relating to the social and solidarity economy of July 31, 2014, this obligation was greatly simplified by law no. 2026-403 of May 26, 2026. Since the summer of 2026, the prior information period has been reduced to one month and companies with at least 50 employees with a social and economic committee are no longer required to inform each employee individually.

The objective of the scheme remains unchanged: to allow employees who wish to do so to submit a takeover offer.

Employee information: which company transfers are affected?

The obligation to provide information applies in the event of a proposed sale:

• of a business;
• of a stake representing more than 50% of the shares of a limited liability company;
• of shares or securities giving access to the majority of the capital of a joint-stock company.

The scheme therefore does not cover all changes in shareholding.

The sale of a minority stake is not subject to this requirement, even if it alters certain balances between shareholders. The same generally applies to a sale that does not allow the buyer to acquire a majority stake.

Since the law of August 6, 2015, the texts expressly target sales. The former article should therefore no longer automatically include donations, exchanges, contributions, payments in kind, or other forms of transfer.

The legal classification of the operation must nevertheless be carefully examined when it involves several acts or is part of a broader restructuring.

Employee information: which companies are affected?

Companies with fewer than 50 employees

The direct information system mainly concerns companies that are not required to set up a social and economic committee exercising the economic powers provided for companies with at least 50 employees.

When a business is to be sold, employees must be informed of this intention no later than one month before the sale, in order to allow them to submit a bid.

The same rule applies to the sale of the majority of shares in a limited liability company or of shares or securities giving access to the majority of the capital of a joint-stock company.

Companies with at least 50 employees

Since the 2026 reform, companies with at least 50 employees and a CSE exercising its economic responsibilities no longer have to individually inform all employees under the scheme resulting from the ESS law.

The CSE, however, must be informed and consulted on the proposed sale under the conditions stipulated by the Labour Code.

In the event of the absence of a CSE (Social and Economic Committee) duly noted by a report of failure to act, the direct information procedure applicable to companies with fewer than 50 employees becomes applicable again.

This distinction constitutes one of the main contributions of law no. 2026-403 of May 26, 2026.

What should the information provided to employees contain?

The information must cover two essential elements:

• the owner's intention to sell the business or the stake in question;
• the possibility for employees to submit a purchase offer.

The seller is not required, at this stage, to provide any information:

• the price under consideration;
• the identity of a potential buyer;
• the content of the ongoing negotiations;
• the company's detailed accounts;
• the draft transfer agreement;
• the conditions of an offer already received.

It is advisable to avoid disclosing more information than required by law when confidential negotiations are underway with a prospective buyer.

The wording of the notification must nevertheless be sufficiently precise to identify the operation concerned and to unambiguously inform employees of their right to submit an offer.

How to transmit information to employees?

Information can be transmitted by any means that allows its date of receipt to be certain.

It can notably be issued:

• during an information meeting, against signing an attendance register;
• by hand delivery against receipt;
• by registered letter with acknowledgment of receipt;
• by act of a judicial officer;
• by email, provided that its receipt by the employee can be definitively established.

When information is sent by registered letter with acknowledgment of receipt, the date used is that of the first presentation of the letter.

Particular attention must therefore be paid to employees who are absent, on sick leave, on vacation, or whose contract is suspended. Information must be made available to each employee concerned, and its receipt must be individually verifiable.

Creating a file containing the notifications and proof of their receipt is strongly recommended.

What is the required timeframe for informing employees?

When the owner operates the business himself, the time limit runs from the date of the notification sent directly to the employees.

When the owner of the business is not the operator, they must notify the operator of their intention to sell. The operator must then inform the employees without delay. The notice period begins from the date of the notification sent to the operator.

In the case of a sale of shares, when the owner of the stake is not the company head, they notify the company of their intention to sell. The company head then informs the employees without delay.

The sale can take place before the expiry of the one-month period when all employees have expressly stated their decision not to submit an offer.

In practice, an explicit response from each employee therefore speeds up the completion of the operation.

How long does the information remain valid?

The sale must take place within a maximum period of two years after the expiry of the information period.

Beyond this period, a new information procedure must be organised before the sale is completed.

This rule requires careful monitoring of the transaction schedule, particularly when negotiations are prolonged, when several prospective buyers succeed one another, or when the structure of the sale is modified.

Can the employees submit a takeover bid?

One or more employees may submit an acquisition offer.

They may, at their request, be accompanied in particular by a representative of a consular chamber or by a professional whose assistance is necessary for the preparation of their offer.

The business owner or operator must immediately forward to the owner any offer submitted by an employee.

The right to submit a bid does not, however, constitute:

• nor a right of preference;
• nor a right of pre-emption;
• nor a priority given to employees;
• nor an obligation for the seller to engage in negotiations;
• nor an obligation to communicate competing offers to employees.

The owner remains free to refuse the offer, choose another buyer, or abandon the transaction.

The scheme should therefore not be confused with a mechanism giving employees priority in taking over the company.

What obligation of confidentiality rests on employees?

Employees who are informed are bound by an obligation of discretion regarding the information received.

However, they can communicate them to people whose assistance is needed to prepare a possible offer, in particular to their advisors or the professionals who support them.

It is recommended to mention this obligation in the notification, without presenting the very existence of the project as information whose communication would be absolutely prohibited under all circumstances.

The seller must also coordinate this procedure with the confidentiality agreements concluded with potential buyers.

Which sales are exempt from the disclosure requirement?

The measure does not apply in particular to:

• when the sale is made to the spouse, an ascendant or a descendant;
• when the company is subject to conciliation, safeguard, receivership or liquidation proceedings;
• when the sale has already been the subject, during the previous twelve months, of the periodic information provided for by the law relating to the social and solidarity economy.

The sale of a minority stake or isolated assets not constituting a business does not, in principle, fall within the scope of this procedure.

However, each transaction must be examined in light of its actual legal structure.

What are the penalties for failing to inform employees?

Failure to inform employees is no longer penalized by the cancellation of the sale.

The sanction of nullity initially established in 2014 was abolished following the decision of the Constitutional Council of July 17, 2015 and the law of August 6, 2015.

Since the 2026 reform, when a liability action is initiated, the court seized may, at the request of the public prosecutor, impose a civil fine whose amount cannot exceed 0.5% of the sale price, compared to 2% previously.

Depending on the circumstances, a claim for damages may also be submitted, provided that the employee demonstrates fault, personal injury and a causal link.

The absence of information therefore does not automatically call into question the validity of the transfer, but it can generate a financial and legal risk.

Checks to be carried out before the transfer

Before setting the signing schedule, it is important to check the following:

1. if the transaction legally constitutes a sale falling within the scope of the scheme;
2. if it relates to a business or to the majority of the capital of a company concerned;
3. the company's workforce;
4. the existence of a works council exercising its economic responsibilities;
5. the possible existence of a report of non-compliance;
6. the application of a legal exclusion;
7. the identity of all employees who must be informed;
8. the chosen method of notification;
9. proof of the date of receipt by each employee;
10. the date on which the sale can be validly completed.

This verification must take place early enough so that the obligation to provide information is integrated into the timetable for the transfer and the conditions precedent of the contract.

ARST Avocats' support

ARST Avocats' corporate department assists managers, partners and buyers in the preparation and execution of business sales.

The firm intervenes in particular to determine whether informing employees is mandatory, prepare notifications, secure the timetable of the operation and coordinate this procedure with the consultation of the CSE, confidentiality commitments and the transfer documentation.

Prior verification helps prevent late-discovered formalities from delaying the signing or exposing the parties to litigation.

Article written by Morgan Jamet