Business Transfer

A business transfer refers to the process by which an owner-manager, founder or financial shareholder transfers the ownership and control of their company to a successor — whether through a sale to a third party (trade buyer, investment fund, individual acquirer) or a family transmission to an heir or close associate. It is one of the most consequential decisions in an entrepreneur's professional life, simultaneously engaging their personal wealth, the future of their teams and the continuity of the business they have built.

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A successful transfer rests on three pillars: a robust and defensible valuation of the business, optimised legal and tax structuring, and a knowledge and client relationship transfer ensuring operational continuity. These three dimensions must be prepared at least 2 to 3 years before the effective transfer.

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From a tax perspective, transfers differ significantly between France and Switzerland. In France, the Pacte Dutreil (CGI art. 787 B) allows a 75% exemption on inheritance or gift duties on the transferred shares' value, subject to holding and activity continuation conditions. In Switzerland, transfers benefit from a lighter tax regime thanks to the exemption of capital gains on private assets, but require a prior tax ruling to secure the treatment.

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Transfer structures include: immediate total sale, progressive transfer (partial sale via OBO), gift-sharing, testamentary succession, or a combination of mechanisms. Each responds to distinct wealth, tax and human objectives.

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Example: a Franco-Swiss owner-manager aged 62 prepares his transfer over 3 years. He first executes an OBO to monetise 50% of his value (CHF 8.0 million), then supports his CEO in a MBO on the remaining 50% 30 months later. The transfer is progressive, tax-optimised and humanly serene.

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t Hectelion, we accompany business transfers in all their complexity — from valuation to tax structuring, with a bespoke approach tailored to each seller's profile.