Selling a business: the signature date becomes strategic

Before 27 July 2026, the old regime. From that date, the duty to inform employees before a sale changes in nature — and in some transactions a few weeks of timing make a real difference.

What the Hamon rules required

Since 2014, the sale of a business or the transfer of control of a company required, in certain situations, that employees be informed beforehand so that they could put forward an offer to buy. The aim was a sound one. In practice, the mechanism was criticised for its complexity, for the constraints it placed on transaction timetables, and for its limited effect on actual employee buy-outs.

Companies with fewer than fifty employees

The duty to inform beforehand is retained, but eased on two points. The period falls from two months to one month before the sale. And the maximum civil fine falls from 2% to 0.5% of the sale price.

The mechanism remains a step in the timetable, but a lighter and financially less risky one.

Companies with at least fifty employees and a works council

The specific duty to inform employees directly disappears. It is replaced by informing and consulting the works council under the ordinary rules of the Labour Code. For these companies, a separate procedural layer gives way to a mechanism they already operate.

The point that gets overlooked

Companies that ought to have a works council but do not are excluded from this relief. The text provides instead for a return to the Hamon information mechanism. Failing to set up the council is therefore no escape from the regime: it leads straight back to it.

The date that matters

The reform applies to sales concluded from 27 July 2026. In our view, that should be assessed at the date the sale agreement is signed, not at the date any conditions precedent are satisfied — a point that will need to be confirmed in practice and, if necessary, by the courts.

For a director whose sale is already in progress, the signing timetable now has concrete consequences for how the transaction unfolds and for the formalities to be completed. In some deals, a few weeks are enough to change which regime applies.

This article sets out the law as it stood at the date of publication and does not constitute legal advice. Every situation calls for individual examination: let us take thirty minutes to check yours.