You have decided to transfer your business, but you don’t yet know how to proceed. Two options are available to you: an asset deal or a share deal.
Each method has its advantages and disadvantages. The right choice will depend on your situation, as every business transfer is unique. There is no one-size-fits-all solution, but rather key points to consider to make an informed decision adapted to your goals.
Share Deal = Sale of Shares
In a share deal, the buyer purchases your shares. They then become the owner of your company. This type of transfer is often seen as simpler, especially because the sale proceeds are not taxed: you therefore do not pay taxes on them.
But beware: this solution also involves risks. Even if you believe you have impeccable management, you remain liable for a defined period, set out in the sale agreement. The buyer can activate warranty clauses if problems arise after the sale. It is therefore wise to plan a financial reserve to cover possible claims.
Another point of caution: the buyer may request specific clauses such as:
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an earn-out (part of the price depends on future results),
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vendor loan (you partially finance the acquisition).
These mechanisms can create uncertainty for several years.
Finally, financing a share deal can sometimes be more complex. Banks generally finance this type of operation over 7 years, which may discourage some buyers.
Asset Deal = Sale of Assets
An asset deal consists of selling only the assets of your company (business assets, equipment, etc.), possibly including goodwill.
This solution is often more attractive to the buyer. They only take over what they choose, without inheriting liabilities related to past management. This allows them to focus on future development.
Another advantage: the buyer can amortise their purchase for tax purposes, often over a longer period than in a share deal.
But asset deals also have constraints:
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higher registration fees, especially for real estate,
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risk of losing certain licenses or permits,
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assignment of a new VAT number.
For you, as the seller, the tax impact is different. It is not you who sells, but your company. The sale proceeds are therefore subject to corporate tax. Then, upon liquidation or dividend withdrawal, you will also have to pay withholding tax. All these elements must be considered when calculating the net price.
Tailored support with BestValue
Every business transfer is unique. At BestValue, we conduct an in-depth analysis of your situation to determine the most advantageous solution, both fiscally and strategically. Our expertise guides you to make the right choices at the right time.
