1. Corporate housekeeping updates

Update the company’s official records to reflect the new ownership and management structure. Key items include:

Shareholder registry

• Record the share transfer in the company’s share register. For an SAS or SARL, update the registry of movements of securities (registre des mouvements).
• If a new sole shareholder exists, ensure any required declaration is made in the company records.

Company register (Kbis) and RCS filings

• File all relevant changes with the local Registre du Commerce et des Sociétés (RCS) via the Commercial Court clerk (Greffe).
• Typical post-deal filings include:
  • appointment or removal of directors and officers (e.g. new gérant or Président);
  • changes in company address (registered office);
  • changes in bylaws (statuts) if governance or capital structure was altered.
• Respect the applicable deadlines (often within days or weeks of the change).

Beneficial ownership register

• Update the registre des bénéficiaires effectifs if the ultimate owners have changed.
• French law requires any change in beneficial owners (persons owning or controlling more than 25%) to be declared within 30 days of the change.

Minutes and statutory books

• Prepare minutes of the shareholders’ meeting (or sole shareholder decision) recording the transfer of shares and any board reorganisations.
• Have the minutes signed and inserted into the statutory books (procès-verbaux, registers).
• Keeping corporate records up to date is essential for legal compliance in France.

2. Employee and social obligations

If the company has employees, several workforce-related steps should follow the acquisition.

Information to employees

• Employees may already have been informed or consulted before closing (e.g. CSE consultation for companies with more than 50 employees, or under the Hamon Law for certain smaller companies).
• Post-closing, it is good practice to formally introduce the new ownership to the workforce to manage expectations, avoid rumours and facilitate cultural integration.

Maintaining employment terms

• French law protects employees in business transfers, particularly in asset deals under TUPE-like rules in the Code du Travail.
• The new owner must honour all existing employment contracts, collective bargaining agreements and benefits.
• Review any collective agreements, company policies or internal rules to ensure compliance after closing.

Social security and payroll registration

• If staff were transferred to a new entity, ensure all URSSAF (social security) registrations and notifications are properly handled.
• Any new employer entity must register with social security and unemployment insurance bodies.
• In asset deals, inform the relevant agencies of any changes in employing entity.

Management changes and employee relations

• When new management is installed (e.g. new CEO or site manager), meet with employee representatives to set a positive tone.
• If key executives departed as part of the deal, ensure their severance and non-compete clauses are respected and replacements are clearly identified.

3. Contracts and third-party notifications

After acquisition, review the company’s key contracts to determine which counterparties must be notified of the change of control.

• Some contracts require notification or even prior consent in the event of a change of control. Check agreements with major clients, suppliers, lenders and joint venture partners.
• Even where consent is not mandatory, a formal notice is often expected as a goodwill gesture.

Deferred consents

• If any consents were deferred to post-closing (for timing reasons), obtain them as soon as possible.
• Typical examples include landlord consent for lease assignments or bank approvals for guarantee replacements.

Bank accounts and guarantees

• Update bank mandates for the company’s accounts (add new authorised signatories, remove old ones).
• If the seller or its affiliates provided guarantees (bank guarantees, parent company guarantees to customers, etc.), arrange for appropriate replacements or releases.

Insurance policies

• Inform the company’s insurers of the new ownership and verify that coverage remains adequate.
• Align the target’s insurance policies with the buyer’s group coverage if needed.
• Be mindful of any change-of-control clauses in insurance contracts – some require notice or may limit coverage if not updated.

4. Regulatory and licensing compliance

Confirm that all regulatory permits and licences remain valid after the change of ownership or management.

• Certain regulated industries (e.g. financial services, pharmaceuticals, transportation) require regulators to be informed of changes in control or management. Check whether notifications are outstanding.
• If the company holds specific operating licences (environmental permits, operating licences, alcohol licences, etc.), confirm that these licences either:
  • remain valid after the transfer; or
  • must be reissued or updated under the new ownership.
• Where licences were personal to a previous owner, promptly apply for new licences to avoid operating without valid authorisations.
• If the investment required foreign investment approval (FDI screening), ensure you comply with any conditions attached to the approval (for example commitments regarding technology, employment or reporting).

5. Integrating compliance programs

If the acquiring group is international, it likely has its own compliance framework. The post-acquisition phase is the moment to implement or harmonise compliance programs in the new French subsidiary.

Anti-corruption and Sapin II

• France’s Sapin II law requires certain companies to implement anti-corruption programs.
• If thresholds are met, roll out anti-bribery training, update codes of conduct and put in place a whistleblowing system aligned with group standards and French law.

GDPR and data protection

• Review the target’s data processing and align it with the acquirer’s privacy standards and GDPR requirements.
• If personal data (employees, customers) is now transferred cross-border (e.g. to a non-EU head office), implement appropriate transfer mechanisms (SCCs, BCRs, etc.).
• Update privacy notices where necessary to reflect the new controlling entity.

Health, safety and environmental (HSE)

• Align the acquired business with group EHS policies (environment, health, safety).
• Verify that mandatory documents and processes (e.g. Document Unique for risk assessment, safety committees) are in place and up to date.
• If any compliance gaps existed, take the opportunity to correct them early to prevent future liability.

6. Post-merger restructuring (if any)

In many acquisitions, the buyer plans some level of post-merger restructuring – mergers, consolidations or operational changes.

Legal merger or group restructuring

• If you plan to merge the acquired company into another entity, be aware of the French merger (fusion) process: merger plan, potential creditor opposition period, approvals and filings.
• Simplified mergers within a 100% controlled group are possible but still require formalities and statutory decisions.
• Timing matters: very early mergers aimed purely at tax optimisation may attract scrutiny, even though they are legally authorised.

Operational restructuring and labour law

• If you plan to relocate activities, close sites or reorganise staff, respect French labour law requirements on information, consultation and collective redundancies.
• Failing to follow proper procedures can lead to significant legal and reputational risks.
• If rebranding the business, update trademarks, trade names and signage, and notify the Greffe if the company’s business name or brand references change.

7. Ongoing reporting and tax integration

After closing, the acquired company will be integrated into the buyer’s financial and tax reporting.

• Consider whether to include the company in a French tax group (intégration fiscale). Electing for tax consolidation requires meeting shareholding thresholds and filing an option within specific deadlines (typically within 3 months of the start of the fiscal year).
• Align accounting policies with the group and ensure statutory accounts are prepared and filed on time in France (annual accounts must be approved and filed usually within six months of year-end).
• If the purchase agreement includes post-closing price adjustments or earn-outs, maintain detailed records and consider a second closing audit to determine any true-up amounts.

8. Monitor and audit the French subsidiary

In the first one to two years after acquisition, perform internal audits on the French business to verify ongoing compliance and uncover any legacy issues.

• Issues such as minor tax discrepancies, labour law non-conformities or under-documented processes often surface only once you are inside the company.
• French subsidiaries may be subject to inspections from labour authorities, social security bodies and tax auditors. A new owner does not benefit from a grace period.
• Set the tone from day one by promoting a strong compliance culture and addressing issues proactively.

Conclusion: securing post-acquisition integration in France

Post-acquisition integration in France involves a mix of administrative tasks (registrations, filings), legal compliance (corporate, labour and regulatory obligations) and strategic alignment with the parent company’s standards and goals.

Having a structured legal and compliance checklist helps ensure that no essential step is overlooked. By promptly addressing corporate housekeeping, employee communications, contract notifications, regulatory approvals, compliance programs, restructuring and reporting, a foreign buyer can consolidate control over the new French business and reduce the risk of legal issues.

An experienced French corporate lawyer or company secretary can greatly assist in managing these post-closing obligations, allowing management to focus on business performance rather than paperwork.

Disclaimer

This article is provided for general information only. Tax and legal rules may change, and their application depends on your specific situation. You should not rely on this article as legal or tax advice.

Before making any decision, please consult qualified French legal and tax advisors to confirm the latest applicable provisions and obtain tailored advice for your transaction.