Selling company shares in St. Barths: registration duties and deadlines

Any transfer of shares in a company headquartered in St. Barths must be registered within one month with the island’s registration office. This applies to a private deed, to a transfer with no written deed, between members of the same family, and even for one euro. The amount of duty then turns on one question: does the company own real estate on the island?

Do you have to register a share transfer in St. Barths?

Registration is the formality by which a deed is presented to the registration office, which dates it, reviews it and collects a duty. It gives the deed a legally certain date and serves as the basis for audits. The island’s other levies are covered in our overview of the taxes in force in St. Barths.

When no deed records the transfer, it is reported by way of a declaration, within the same one-month period.

Share transfers: two regimes, with or without real estate

Company	No real estate	Real estate on the island
Duty	Scale from 0% to 1.40%	5%
Allowance	€23,000, prorated	None
Real estate capital gains tax	Not concerned	Local rules apply
Registration deadline	One month	One month

The registration duty concerns the buyer of the shares (the transferee). Real estate capital gains tax, where it applies, concerns the seller.

What duties apply to shares in a company with no real estate?

Bracket	Rate
Up to €23,000	0%
From €23,000 to €107,000	0.60%
Above €107,000	1.40%

The duty cannot be less than €125.

The allowance is prorated

The scale applies after a €23,000 allowance. That allowance is prorated to the shares sold out of the company’s total shares. It applies in full only when all the shares are sold.

Portion of shares sold	Allowance
5%	€1,150
25%	€5,750
50%	€11,500
100%	€23,000

Transfer of shares in a company that owns real estate: 5%

The St. Barths tax code defines a real estate entity very broadly. It covers any legal entity, whatever its form and wherever it is headquartered, whose assets include one or more properties or property rights located in St. Barths, with no minimum proportion. A consulting firm that buys its own office falls into the category immediately.

A transfer of its shares then falls outside the progressive scale:

• the duty is 5% of the value of the shares;
• the tax base is the actual value of the properties less the related debt;
• no allowance applies.

The transfer is also subject to the local real estate capital gains rules. We cover these in our insights on holding St. Barths property through a company and real estate capital gains tax.

Example: selling the shares of a company that owns a villa

The amounts below are assumptions, chosen for illustration only.

Marie sells all the shares of a company whose only asset is a villa on the island. The villa is worth €2,000,000 and €500,000 is still owed on the loan that financed its purchase.

Step	Amount
Actual value of the villa	€2,000,000
Outstanding loan	€500,000
Tax base	€1,500,000
Duty at 5%	€75,000

The calculation: €2,000,000 less €500,000 = €1,500,000, then €1,500,000 × 5% = €75,000. No allowance reduces that base. For her part, Marie falls under the local real estate capital gains tax, which is calculated separately.

Paul sells his sister 5% of the shares of his services company, which owns no real estate. The allowance the sale qualifies for is €23,000 × 5% = €1,150, not €23,000. Even though it is a family transfer, it must be registered within one month, and the duty cannot be less than €125.

Usufruct and bare ownership of shares: the scale

French law allows ownership to be split between usufruct (the right to use an asset and collect its income) and bare ownership (title without that right). When a transfer involves shares split in this way, each right is valued under a statutory scale, identical to the one used in French tax law.

Age of the usufruct holder	Usufruct	Bare ownership
Under 21	90%	10%
21 to 30	80%	20%
31 to 40	70%	30%
41 to 50	60%	40%
51 to 60	50%	50%
61 to 70	40%	60%
71 to 80	30%	70%
81 to 90	20%	80%
Over 90	10%	90%

A fixed-term usufruct is worth 23% of full ownership for each ten-year period, with no fractions, and can never exceed the value of a lifetime usufruct.

Unregistered share transfer: what are the risks in an audit?

A transfer not registered within the month has three consequences:

• the duty itself, with its €125 minimum;
• late-payment interest of 0.75% per month;
• a penalty of 10% to 80%, depending on the nature of the failure.

Coming forward voluntarily within two months avoids the 40% penalty that applies to deliberate failures. Without registration, the deed also lacks a legally certain date.

The tax authorities may reassess until the end of the third year following the year of the transfer: a 2026 transfer can be reassessed until December 31, 2029. If they challenge the price, the burden is on them to prove it was understated, and the matter can be referred to a conciliation commission. These rules are set out in our insight on tax audits in St. Barths.

Selling company shares: common mistakes

• Not registering a family transfer. The obligation applies between family members and even for one euro.
• Counting on the full allowance for a partial sale. It shrinks to the proportion of shares sold.
• Overlooking property held by the company. A single property on the island is enough to move the duty to 5%.
• Assuming that no deed means no filing. The transfer is then reported by declaration.
• Missing the one-month deadline. Interest and penalties are added to the duty.

Selling company shares in St. Barths: the bottom line

Selling shares in a company headquartered in St. Barths requires registration within one month, even with no written deed. For a company with no real estate, the duty follows a scale: 0% up to €23,000, 0.60% from €23,000 to €107,000 and 1.40% above, with a minimum of €125. The €23,000 allowance is prorated to the shares sold. If the company owns real estate on the island, the duty is 5% of the value of the shares, with no allowance. A missed filing costs late-payment interest of 0.75% per month and a penalty of 10% to 80%. A seller who has lived on the island for less than five years remains a French taxpayer, as explained in our insight on the five-year rule. A share sale is best prepared with an advisor before signing, not after.

A note for U.S. readers: this article covers French and St. Barths rules only. U.S. citizens and green card holders remain subject to U.S. tax on their worldwide income wherever they live.