Asset deal or share deal: what you really value in a buyout

Asset deal or share deal: two different values. Valuation methods, duties and the Swiss angle.

Introduction: business goodwill or company shares, two objects of value that owners constantly confuse

When an owner decides to sell or acquire a business, one question comes before all the others, and it is almost always poorly framed: are you buying the business and its goodwill, the French fonds de commerce, or the shares of the company that operates it? The confusion is understandable, because in everyday language people talk about selling their business without distinguishing the legal wrapper from its economic content. Yet the fonds de commerce is a precise notion of French law, a set of intangible and tangible assets dedicated to the operation, specifically framed by the French Commercial Code. Buying the assets does not carry the same scope, the same tax treatment or the same risks as buying the shares. In Switzerland, the question is framed differently again, because the law does not recognise the fonds de commerce in the French sense and reasons in terms of a transfer of assets and liabilities.

"However, the former debtor remains jointly and severally liable with the new one for three years.", article 181 paragraph 2 of the Swiss Code of Obligations (author's rendering of the official French text).

This topic becomes central in 2026 for three converging reasons. First, the transfer of small and mid-sized enterprises is accelerating as owners age, and many buyouts are negotiated between non-specialists who discover too late the gap between the value of the business and the value of the shares. Second, tighter bank financing pushes buyers and sellers to optimise every parameter, including registration duties and tax treatment, which differ sharply depending on the structure. Third, the internationalisation of France-Switzerland deals brings together two legal cultures that do not call the same reality a fonds de commerce. This article defines the business goodwill and the shares, explains how each value is built, details the concrete valuation methods for a fonds de commerce, compares the asset deal and the share deal, sets out the seller's capital gains tax and its exemptions, and illustrates everything with two worked cases, one French and one Swiss.

Secure your buyout or sale before setting the price

Before opening a negotiation, have an independent third party scope exactly what you are selling or buying, the goodwill or the shares, and at what defensible value. You can discuss it directly with our team by booking a thirty minute call through our online calendar. Scoping upfront avoids the most common trap, negotiating a price without knowing what base it rests on.

Acontos: estimate the value of your company online, for free

Before going into detail, note that Hectelion has developed Acontos, an online tool for audit, due diligence and business valuation, powered by the Claude Sonnet 5 artificial intelligence by Anthropic and calibrated by Hectelion's methodology. From your financial statements, it produces a first estimate of the value of your shares in minutes, free of charge and without retaining any document. Launch the valuation simulator to get an order of magnitude, then read on to understand what drives it.

Definition: what is a fonds de commerce and what are company shares?

The business goodwill, or fonds de commerce, is a set of elements brought together to attract and retain customers. It is made up of intangible elements, first among them the customer base and the trade pull, but also the trade name, the sign, the lease right, licences and authorisations, transferable contracts and sometimes intellectual property. It also comprises tangible elements, the equipment, the fit-out and the tooling. Crucially, the fonds de commerce includes neither receivables, nor debts, nor cash, nor real estate: these are isolated assets acquired stripped out of the structure. Company shares, by contrast, whether stock or units, represent ownership of the entire legal entity, with its assets and liabilities, its cash, its debts, its contracts, its tax and social history and its latent risks.

The consequence is direct. Buying a fonds de commerce is an asset deal: you buy chosen assets and leave the legal shell and its past with the seller. Buying shares is a share deal: you buy the business as a going concern, which means protecting yourself against its liabilities through an asset and liability warranty. Two distinct objects, therefore two distinct values, which the rest of this article teaches you to stop confusing.

Origin: a French notion with no direct equivalent in Swiss law

The fonds de commerce is a construction of French law, forged by case law and then enshrined by the law of 17 March 1909 on the sale and pledge of business goodwill. This history explains its formalism, long very heavy. For decades, the deed of sale had to include mandatory statements, on pain of nullity. Law no. 2019-744 of 19 July 2019 on simplification removed these mandatory statements from article L141-1 of the Commercial Code, the buyer now being protected by ordinary contract law, in particular the pre-contractual duty to inform and the sanction for fraudulent concealment. The seller's lien, the tax joint liability and the escrow of the price for the benefit of creditors remain striking features of a fonds de commerce sale.

Switzerland, for its part, does not recognise the fonds de commerce as an autonomous legal universality. A business takeover there is analysed as a transfer of assets and liabilities governed by article 181 of the Swiss Code of Obligations, or as a share sale. Where a French owner says "I am selling my fonds de commerce", a French-speaking Swiss owner speaks of a "business handover" and transfers specific assets and contracts. This difference is not merely semantic: it changes the treatment of debts, the tax outcome and the valuation mechanics, as we shall see.

Why distinguish the value of the goodwill from the value of the shares

Distinguishing the two values is not an expert's refinement, it is what determines the price, the tax and the risk. First, the base differs: the goodwill is valued on the operating elements, whereas the shares are valued on enterprise value minus net debt, therefore including cash and borrowings. Second, taxation differs: in France, a fonds de commerce sale bears progressive registration duties of up to 5 percent, whereas a share sale falls under a distinct regime. Third, risk differs: the buyer of shares inherits the company's past, whereas the buyer of goodwill starts from a largely blank tax and social page.

Fourth, the seller does not have the same interest in each case: selling the shares often allows a clean exit and, in Switzerland, a private capital gain that is in principle tax-exempt, subject to the trap of indirect partial liquidation. Fifth, financing differs: an asset deal lends itself to a vendor loan and to asset financing, whereas a share deal readily fits a leveraged structure of the LBO, MBO or OBO type. A clear-headed negotiation therefore starts by naming precisely what is being bought.

How value is built, from the goodwill to the shares

Value is built in several coherent steps, whatever the structure retained. The first is to normalise the recurring profitability of the activity, restating the owner's remuneration, non-recurring charges and non-operating items, to derive a representative EBITDA or operating margin. The second applies to that aggregate the sector multiples observed on comparable transactions, which gives an enterprise value. The third rebuilds the bridge between enterprise value and equity value, deducting net financial debt and adjusting for the normative working capital requirement.

It is precisely at this third step that the goodwill and the shares diverge. The value of the fonds de commerce corresponds, as a first approximation, to the enterprise value of the operating assets alone, without cash or debt. The value of the shares, by contrast, starts from the same enterprise value but incorporates the company's full financial structure. A heavily indebted company can therefore show solid goodwill and shares of low or even negative value. Understanding this bridge is the key to any negotiation, and it is also what our Acontos tool reproduces when it estimates the value of the shares from the accounts.

Valuing a fonds de commerce: usage benchmarks, turnover and profitability

Valuing a fonds de commerce relies on specific methods, which must be known but also kept in perspective. The first is the turnover method, based on usage benchmarks or coefficients specific to each activity. A restaurant business commonly trades between 70 percent and 95 percent of annual turnover including tax, a pharmacy on a high percentage of turnover, a hair salon on a more modest fraction. These benchmarks, published in particular in professional handbooks such as the Éditions Francis Lefebvre valuation memento and used as a reference by the tax authorities, give a quick starting range. The second method is the profitability method, which applies a multiple to restated EBITDA or operating profit, generally three to seven times depending on the sector and the quality of the business. The third relies on comparables, that is the prices actually observed in recent sales of similar businesses in the same area.

As an indication, the most common usage benchmarks are expressed as a percentage of annual turnover including tax, with wide ranges that never remove the need for a case by case analysis:

Traditional restaurant: 70 to 95 percent of annual turnover including tax
Bakery and pastry: 60 to 90 percent of turnover including tax
Retail pharmacy: 80 to 100 percent and above of turnover including tax
Hair salon and beauty: 40 to 90 percent of turnover including tax
Hospitality: valuation mainly based on EBITDA rather than turnover
Non-food retail: 30 to 50 percent of turnover including tax

These methods provide an order of magnitude, never a defensible value on their own. A benchmark ignores the actual location, the term and clauses of the lease, the customer base's dependence on the owner, the state of the equipment or the arrival of a competitor. Two businesses with the same turnover can be worth twice as much as one another once these factors are integrated. Good practice therefore cross-checks the usage benchmark, the profitability approach and comparables, then adjusts with a qualitative analysis of the lease, the customer base and the risks. Then comes the bridge to the value of the shares: to the value of the goodwill you add available cash and deduct net financial debt to obtain the equity value, if the question is to sell the company rather than the assets alone.

Among these factors, location is decisive, to the point that most buyers make it their first decision criterion. The catchment area, the visibility, the accessibility, the footfall and the immediate competition directly condition future turnover, and therefore value. The lease right is its corollary: a commercial lease in force, at a rent below market, with a long residual term and favourable renewal clauses, carries a value of its own that can represent a significant share of the price. Two businesses with the same turnover, one on a busy high street and the other on a side street, are not worth the same. As Bpifrance Création points out, one must distinguish the value of the goodwill, set by its intrinsic qualities, from its price, set by supply and demand.

One essential clarification about benchmarks. The so-called tax benchmark applied by the authorities is not a market value: it serves as a reference to detect a possible insufficient price within the meaning of article L. 17 of the French Tax Procedures Book, and is binding on neither the seller nor the buyer, who remain free to set their price. Relying on it alone therefore exposes you to two opposite risks, overpaying for a poorly located business or undervaluing a business with an exceptional lease. Location and the quality of the lease are precisely what separate the theoretical benchmark range from the genuinely defensible value.

The Swiss perspective imposes a substantive nuance here. Switzerland does not use fonds de commerce benchmarks in the French sense. A company is valued there by the usual methods, the practitioner method combining earnings value and asset value, discounted cash flow and comparables. The business handover, for its part, is priced on the assets and liabilities actually taken over under article 181 of the Swiss Code of Obligations, the gap between the price and the book value of net assets reflecting the goodwill paid for the customer base and market position. The economic reasoning stays the same on both sides of the border, but the methodological toolkit and the vocabulary change.

When to prefer the asset deal or the share deal

The choice between buying the goodwill and buying the shares depends first on the risk profile. When the target company carries an uncertain liability, litigation, possible reassessments, warranties given, the prudent buyer will prefer the asset deal, which leaves that past with the seller. When, on the contrary, legal continuity is valuable, key contracts that cannot be transferred otherwise, approvals, administrative authorisations, an ongoing public contract, the share deal prevails, because it avoids renegotiating every relationship. Taxation then weighs heavily: on the seller's side, a share sale is often more favourable, notably in Switzerland with the tax-exempt private capital gain; on the buyer's side, the asset deal sometimes opens amortisation of the price paid that does not exist on shares.

Size and financing also steer the decision. On small local business buyouts, the asset deal dominates for its simplicity. On structured SME transfers, from two to five hundred million Swiss francs in value, the share deal backed by a financial structuring with leverage is the norm. There is no single answer: the right structure is the one that aligns the seller's tax interest, the buyer's protection and the feasibility of the financing. It is an engineering trade-off, to be made before fixing the price.

In summary, the trade-off between asset deal and share deal reads across five dimensions:

Scope: the asset deal transfers chosen assets, the share deal the entire company
Seller taxation: often more favourable in a share deal, notably in Switzerland with the tax-exempt private capital gain
Buyer taxation: the asset deal sometimes opens amortisation of the price paid, absent on shares
Liabilities and risk: the asset deal isolates from the past, the share deal requires an asset and liability warranty
Financing: the asset deal lends itself to asset financing, the share deal to leverage

Capital gains tax and exemptions: what the seller pays

While the buyer bears the registration duties, it is the seller who is taxed on the capital gain, that is on the gap between the sale price and the net book value of the assets transferred. In France, this business capital gain can nonetheless be sharply reduced, or even exempted, by several mechanisms. Article 238 quindecies of the General Tax Code fully exempts the gain when the value of the assets transferred does not exceed 500,000 euros, and partially, on a sliding scale, between 500,000 and 1,000,000 euros. Article 151 septies exempts small businesses depending on their revenue, provided the activity has been carried on for at least five years. Article 151 septies A provides a specific exemption on the seller's retirement. These regimes are subject to strict conditions and do not combine freely, but they radically change the net proceeds pocketed by the seller.

In Switzerland, the seller's taxation depends directly on the structure retained. In a business handover, therefore an asset deal, the sale of the assets generates a liquidation profit taxed at company level, with, for a sole proprietorship, a privileged and separate taxation on cessation of activity after the age of fifty-five within the meaning of article 37b of the Federal Direct Tax Act. In a share sale, therefore a share deal, the private seller in principle realises a tax-exempt capital gain within the meaning of article 16 paragraph 3 of the same Act, subject to the now classic reservation of indirect partial liquidation. This asymmetry explains why, in practice, the Swiss seller almost always leans towards selling the shares, while the buyer seeks the security of an asset takeover. Making the trade-off therefore requires quantifying the seller's net in each scenario, before fixing the price.

Who to call on to value and structure a buyout

Three criteria set apart a reliable adviser. First, independence: a valuer who is not paid on the success of the transaction defends a value, not a convenient price. Second, joint command of valuation and structuring, because the value of the goodwill and that of the shares only make sense together, with their taxation. Third, dual France-Switzerland competence, indispensable as soon as a buyout brings the two legal systems together, which do not name the same reality.

Hectelion brings these three criteria together. An independent boutique firm, with dual France-Switzerland expertise and economic independence from traditional financial intermediaries, it supports business valuation, financial due diligence and merger and acquisition advisory, on transactions from two to five hundred million Swiss francs. Its multi-method approach is aligned with IVSC standards and market practice. Hectelion is not FINMA-authorised and does not act on listed transactions, a scope reserved for authorised independent experts.

Advantages: clear scope, tax optimisation, legal security

Rigorously distinguishing the goodwill from the shares brings three decisive advantages. First, clear scope: everyone knows exactly what changes hands, which assets, which contracts, which debts, which avoids nasty surprises at closing and smooths the negotiation. Second, tax optimisation: by choosing the right structure, seller and buyer can significantly reduce the overall burden, between registration duties, capital gains tax and future amortisation. Third, legal security: a well-built asset deal isolates the buyer from the company's past, whereas a well-warranted share deal transfers value as a going concern without exposing the buyer to latent risks.

Limitations: apparent incomparability, tax complexity, undervaluation risk

The distinction also has its limitations, which must be anticipated. First limitation, the apparent incomparability of offers: a goodwill price and a share price do not compare directly, since they do not rest on the same base, which can distort the perception of a poorly advised seller. Second limitation, tax complexity: the optimal choice depends on each party's own situation, residence, tax regime, holding period, and a poorly calibrated structure can cost more than it saves. Third limitation, the risk of undervaluing intangibles: the customer base, the brand or the order book are hard to quantify, and an asset takeover that neglects them transfers value without paying for it, to the seller's detriment. These limitations do not condemn the approach, they justify entrusting it to an independent valuer.

The 5 mistakes to avoid

Mistake 1: Comparing a goodwill price and a share price without bringing them to the same base

This is the most frequent and most costly mistake. A goodwill at 450,000 euros and shares at 400,000 euros do not compare until the bridge between the two has been rebuilt, cash included and net debt deducted. Always bring both offers back to a common enterprise value before concluding which is more advantageous.

Mistake 2: Forgetting registration duties in the net price

In France, a fonds de commerce sale bears progressive duties of up to 5 percent, payable by the buyer unless agreed otherwise. Reasoning on the headline price alone, without factoring in these duties or the seller's capital gains tax, leads to surprises. The right reference is the seller's net price and the buyer's total cost, not the gross price.

Mistake 3: Overlooking latent liabilities in a share deal

Buying shares means buying the company's past, including its tax, social and litigation risks not yet materialised. Without serious due diligence or an asset and liability warranty, the buyer bears these risks alone. Never sign a share deal without an audit and without a warranty.

Mistake 4: Confusing the French and Swiss regimes

Mechanically transposing the French fonds de commerce to a Swiss transaction is a methodological error. Switzerland reasons in terms of a transfer of assets and liabilities under article 181 of the Swiss Code of Obligations, with its three year joint liability and its own VAT notification procedure. Adapt the reasoning to the applicable law, never the other way around.

Mistake 5: Relying on the usage benchmark alone

A sector coefficient applied to turnover gives a range, not a value. It ignores the lease, the location, the dependence on the owner and the actual state of the operation. Always cross-check the benchmark with a profitability approach and comparables, then adjust with a qualitative analysis.

Case 1: Buying a restaurant fonds de commerce in Lyon for 450,000 euros

A Lyon restaurant generates annual turnover of 500,000 euros including tax and produces restated EBITDA of 90,000 euros. Under the turnover method, a usage coefficient of 90 percent leads to a goodwill value close to 450,000 euros. Under the profitability method, a multiple of five times EBITDA gives the same order of magnitude, 450,000 euros. The two approaches converge, which supports the value of the goodwill.

In an asset deal, the buyer takes over the customer base, the sign, the lease right and the equipment, without cash or debt. The registration duties, computed under article 719 of the General Tax Code, come to 5,310 euros on the 23,000 to 200,000 euro band, at 3 percent, plus 12,500 euros above 200,000 euros, at 5 percent, that is 17,810 euros in total, payable by the buyer. In a share deal, if the operator is a company holding 60,000 euros of cash and 110,000 euros of financial debt, the value of the shares comes to about 400,000 euros, that is the 450,000 euro enterprise value plus cash minus debt. The share transfer duties, at 3 percent after a 23,000 euro allowance, then amount to about 11,310 euros. The share deal looks cheaper in duties, but it transfers the company's past and requires an asset and liability warranty, absent in the asset deal. The choice therefore turns on risk as much as on cost.

Case 2: Business handover of a French-speaking Swiss services SME for CHF 1.2 million

A services SME established in French-speaking Switzerland shows an enterprise value of 1.2 MCHF, estimated by the practitioner method from restated EBITDA of 240,000 CHF and a multiple of five times. The company carries net financial debt of 300,000 CHF. The value of the shares therefore comes to 900,000 CHF, that is the enterprise value minus net debt.

In a business handover, that is an asset deal, the buyer takes over the operating assets and the contracts under article 181 of the Swiss Code of Obligations. The buyer becomes liable for the assumed debts as soon as creditors are notified, the former debtor remaining jointly and severally liable for three years. On the value added tax side, the transfer falls under the notification procedure of article 38 of the VAT Act, using the official form: between taxable persons, the operation takes place without charging VAT, in neutrality, which preserves the buyer's cash. In tax terms, the asset deal by contrast generates a liquidation profit taxable at the level of the selling company. In a share deal, the seller sells the shares for 900,000 CHF and in principle realises a tax-exempt private capital gain, subject to the trap of indirect partial liquidation if the buyer strips out the substance within five years. This case illustrates why, in Switzerland, the seller often leans towards a share sale, while the buyer prefers the security of an asset takeover.

A word from the founder

"In almost every first sale meeting, I ask the same question, are you selling your goodwill or your shares, and in half the cases the owner cannot answer. It is not a criticism, it is the sign that the distinction has never been posed clearly."

"The value of the goodwill and the value of the shares tell two different stories of the same company. One speaks of what makes the operation run, the other of what the company is worth once its debts are paid. Confusing the two means negotiating blind."

"Our role is to make that choice legible, with figures, on both sides of the border. An owner who understands what they are selling negotiates better, pays less tax and sleeps soundly after closing.", Aristide Ruot, Founder and Chief Executive Officer of Hectelion SA.

FAQ: the 12 essential questions on valuing the goodwill and the shares

Introduction: what to keep in mind before the questions

The questions below come up systematically in SME and business buyouts, in France as in Switzerland. They concern the nature of the goodwill, the comparison of values, taxation and the Swiss specifics. Keep one guiding principle: never set a price before defining the exact object of the transaction and rebuilding the bridge between the value of the goodwill and the value of the shares.

Q1: What is the difference between selling a fonds de commerce and selling the company's shares?

Selling the goodwill means transferring chosen operating assets, customer base, lease, equipment, without cash or debt. Selling the shares means transferring the entire company, with its assets, its liabilities and its tax and social past. The scope, the taxation and the risk differ radically.

Q2: How is a fonds de commerce valued in practice?

You cross-check three approaches: a usage benchmark applied to turnover by activity, a multiple of EBITDA, and comparables from recent sales. None is reliable on its own; their combination, adjusted by an analysis of the lease and the customer base, gives a defensible value.

Q3: Are the goodwill price and the share price comparable?

Not directly. They do not rest on the same base. To compare them, you must rebuild the common enterprise value, then add cash and deduct net debt to move to the value of the shares. Without this bridge, any comparison is misleading.

Q4: What are the registration duties on a fonds de commerce sale in France?

Article 719 of the General Tax Code sets a progressive scale: 0 percent up to 23,000 euros, 3 percent from 23,000 to 200,000 euros, then 5 percent above. These duties are in principle payable by the buyer, unless otherwise agreed in the deed.

Q5: Why does a buyer often prefer to take over the goodwill rather than the shares?

Because the asset deal isolates the buyer from the company's past, debts, litigation, latent tax risks. The buyer takes clean assets and starts from a net position. In return, the buyer loses the legal continuity of contracts and bears higher registration duties.

Q6: Why does a seller often prefer to sell the shares?

Because a share sale allows a one-off exit, without keeping the shell and its liabilities, and often benefits from a more favourable capital gains regime. In Switzerland, the private capital gain on shares is in principle tax-exempt, a major advantage for the seller.

Q7: How does the transfer of assets and liabilities work in Switzerland?

Article 181 of the Swiss Code of Obligations organises the transfer of an estate or a business with assets and liabilities. The buyer becomes liable for the debts as soon as creditors are notified or the transfer is published, and the former debtor remains jointly and severally liable for three years. It is the functional equivalent, though not identical, of the French fonds de commerce sale.

Q8: What is the VAT treatment of a business handover in Switzerland?

The transfer of a business or an estate between taxable persons falls under the notification procedure of article 38 of the VAT Act, via an official form. The operation takes place in VAT neutrality, without invoicing or cash outflow, which preserves the parties' cash.

Q9: Is an asset and liability warranty needed in both cases?

It is indispensable in a share deal, since the buyer inherits the company's past. In an asset deal, it is less central, because the liabilities stay with the seller, but targeted warranties on the assets taken over and the transferred contracts remain useful.

Q10: Is the involvement of a notary or a professional mandatory?

In France, the fonds de commerce deed follows a specific formalism, publicity, registration, escrow of the price for the benefit of creditors, which justifies the involvement of a legal professional. In Switzerland, the transfer of assets and liabilities follows the rules of article 181 of the Swiss Code of Obligations. In every case, an independent valuer secures the value ahead of the deed.

Q11: How is the seller's capital gain on a fonds de commerce taxed?

In France, the seller is taxed on the business capital gain, unless the exemptions of articles 238 quindecies, based on the value of the assets transferred, 151 septies, based on revenue, or 151 septies A on retirement, apply. In Switzerland, the asset deal generates a taxable liquidation profit, whereas a share sale in principle realises a tax-exempt private capital gain, subject to indirect partial liquidation.

Q12: Must a fonds de commerce sale be published in the BODACC?

In France, the sale of a fonds de commerce is subject to legal publicity, in the Official Bulletin of Civil and Commercial Announcements and in a legal notices medium. This publicity opens the creditors' objection period and triggers the escrow of the price, which is released to the seller only once that period has run. In Switzerland, the transfer of assets and liabilities follows the creditor information regime of article 181 of the Swiss Code of Obligations.

Estimate your company's value with Acontos, Hectelion's online simulator

To extend this reading with a concrete figure, Hectelion provides Acontos, its online tool for audit, due diligence and business valuation. Powered by the Claude Sonnet 5 artificial intelligence by Anthropic and calibrated by Hectelion's methodology, it reads your accounts, normalises EBITDA, applies real sector multiples and rebuilds a net debt bridge to estimate the value of your shares in minutes. Launch the valuation simulator for free: the tool is confidential, retains no document and does not replace a formal valuation, but it gives a reliable first order of magnitude before discussing it with our team.

Conclusion: name what you are selling before setting the price

A business buyout starts with a simple but decisive question: are you buying the fonds de commerce or the company's shares? From that answer flow the scope transferred, the applicable taxation, the level of risk and, ultimately, the defensible price. In France, the fonds de commerce is a precise notion, with its usage benchmarks and its progressive registration duties. In Switzerland, the takeover is analysed as a transfer of assets and liabilities, with its three year joint liability and its VAT notification procedure. The economic reasoning is universal, but the legal and tax wrapper changes on either side of the border. An owner who masters this distinction negotiates from a position of strength, whichever side of the table they sit on.

Article summary

The fonds de commerce and the company's shares are two distinct objects of value. The goodwill groups the operating assets, customer base, lease, sign, equipment, without cash or debt. The shares represent the entire company, with its assets, its liabilities and its past. Buying the goodwill is an asset deal, buying the shares a share deal, and the two only compare after the value bridge has been rebuilt, cash included and net debt deducted.

Valuing a business goodwill draws on specific methods, usage benchmarks on turnover, a multiple of EBITDA, comparables from sales, to be cross-checked and adjusted by qualitative analysis. Taxation often settles the choice: in France, registration duties of up to 5 percent on the goodwill; in Switzerland, a private capital gain in principle tax-exempt on the shares, subject to indirect partial liquidation. The two worked cases, a Lyon restaurant and a French-speaking Swiss services SME, show that the best choice depends on the balance between tax cost, protection against liabilities and financing feasibility. Calling on an independent France-Switzerland valuer, aligned with IVSC standards, allows this trade-off to be made in full awareness.