Business sale: France vs Switzerland

Selling a business involves distinct legal, tax and procedural frameworks in France and Switzerland. In France, the capital gains tax regime, holding company structures, earn-out enforcement mechanisms and mandatory employee information obligations are key considerations. In Switzerland, capital gains on share sales are generally exempt for private individuals under certain conditions, while withholding tax rules, tax rulings and economic substance requirements condition optimal structuring. These differences directly influence M&A advisory strategy and due diligence priorities.

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Example: a Swiss entrepreneur selling their company for CHF 15.0 million. Structuring the transaction via a Swiss holding company, combined with correct capital gain qualification, may generate significant tax savings relative to a direct share sale — subject to holding period and economic substance conditions. A French seller in an equivalent situation faces a materially different regime, requiring advance tax planning via apport-cession or holding structures.

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Hectelion advises on cross-border business sales between France and Switzerland, structuring transactions to optimise after-tax proceeds for selling shareholders.