Certified Public Accountants and Client Acquisition: Be Mindful of Clients Acquired After the Contract Is Signed

A certified public accountant and auditor initially practiced as a sole proprietor. In 1996, he entered into a civil lease agreement regarding his client base with a limited liability company (SARL) of which he was the manager.

Following a tax audit,administration , among other things, that the fee paid for the lease of the client base—equivalent to 10% of the company’s revenue—constituted, in part, an abnormal business transaction. According toadministration, the accountant had no rights to the customer base, which did not exist at the time the customer base was leased (i.e., in 1996), and therefore could not lease that portion of the customer base.

The Administrative Court of Appeal, to which the case was referred, first noted that "while the client base of an accounting firm generally constitutes a single entity, this fact does not confer a property right over the entirety of that client base on the partner who, prior to the sale, had leased his personal client base to [a] company."

It will then rule that the accountant had no economic interest in the client base developed by the company after 1996. It further holds that the clause in the lease agreement stipulating that the accountant retained ownership of the entire client base is void.

The Court therefore finds that the fee paid for the lease of the customer base acquired after 1996 does indeed constitute an irregular management decision.

She therefore confirms the tax reassessment.

CAA Lyon, Feb. 5, 2026, No. 24LY02219

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