The sale of a business is one of the most important moments in an owner’s life. It represents not only the achievement of years of work but also the transfer of wealth often essential to family balance. Yet many entrepreneurs start this process too late, sometimes only days before signing a sale agreement. The result : limited tax options, rushed family transfers, and missed wealth opportunities.
Planning the transfer in advance is not just a tax matter. It is also about preparing for the future, protecting one’s spouse, and organizing the distribution of assets among heirs in a secure framework.
1) The obstacles to anticipation
Several reasons explain why owners postpone thinking about their business transfer :
-
Fear of losing control of their professional tool,
-
Concern over the tax burden linked to the sale,
-
Day-to-day operations leaving little room for long-term planning.
Yet failing to anticipate often means being forced to react. On the other hand, proper planning allows for tax and legal optimization while keeping an active role in the company until the actual transfer.
2) The benefits of a gift before sale
A gift before sale is a well-known mechanism. It allows the substitution of capital gains tax with gift duties, often lighter, while beginning the transfer to children. However, this operation must follow a strict timeline : the gift must take place before any transfer of ownership between the seller and the buyer.
⚠ Otherwise, the tax authorities may reclassify the operation as an abuse of law. This is why it is essential to be advised by professionals to secure both the timing and the clauses of the agreement.
3) The key steps of an anticipated transfer
A successful transfer follows a step-by-step process, often spread over several years.
1. Creation of family holding companies
The owner can contribute their shares to a holding company. This then becomes the central tool for transmission and wealth management. After the sale, the cash proceeds can be placed in the holding, allowing investment in real estate, financial portfolios, or support for new entrepreneurial projects.
2. Progressive transfer to children
Children can receive all or part of the holding’s shares through a gift. Thanks to a shared donation, the distribution of assets is fixed at the time of the act, avoiding later disputes linked to changes in value.
3. Implementation of legal protections
The gift can include protective clauses : usufruct reservation, special voting rights, or temporary inalienability.
This allows the owner to retain a certain level of control while organizing the transfer.
Anticipating the transfer of a business means turning a delicate step into a well-managed legacy — tax-optimized and future-oriented.
4) Reducing taxation through anticipation
a) Bare ownership donation
Donating shares in bare ownership while keeping the usufruct reduces the taxable base, since the usufruct’s value is calculated according to the donor’s age. This strategy lowers gift duties while preserving income for the owner.
b) The Dutreil Pact
Subject to strict conditions (holding the shares for 4 years, collective commitment), the Dutreil regime allows for a 75% exemption on transfer duties in case of donation or inheritance. It is a major lever for family business transfers in SMEs.
c) Contribution-sale mechanism (article 150-0 B ter CGI)
The owner can contribute their shares to a holding company subject to corporate tax, benefiting from a tax deferral. The proceeds can then be reinvested into a new business activity or eligible financial assets, thus extending the entrepreneurial dynamic.
5) The benefits of an anticipated transfer
-
Tax optimization : reduced transfer duties, possible exemptions, deferred taxation on capital gains.
-
Better family distribution : through shared donations, children inherit an already structured estate.
-
Spouse protection : tailored mechanisms (usufruct, specific clauses) ensure income and financial security for the surviving spouse.
-
Legal security : early structuring prevents tax requalifications and limits family disputes.
-
Patrimonial flexibility : through holdings, children can develop their own investment projects while remaining tied to the family wealth.
THE EVALIANCE CAPITAL APPROACH
Anticipating a business sale is the key to a successful transfer. It allows the owner to :
-
make thoughtful decisions,
-
reduce the overall tax burden,
-
protect their spouse and children,
-
and prepare for their own peace of mind after the sale.
The earlier the process begins, the more the owner can benefit from renewed tax allowances and even organize a generation skip in favor of grandchildren, at a limited tax cost.
Ultimately, anticipation turns a constraint into a true strategic opportunity, both for the seller and their family.
