Business Disposal & Succession
Selling a business is one of the most consequential events in a wealth owner’s life. It is often the moment that transforms a business operator into an investor, crystallising years of work into liquid capital and opening a transition period in which the decisions taken in the first few months shape the next twenty years.
Business disposals are also the favourite arena of misaligned advisers. The corporate lawyer billing by the hour with no incentive to simplify, the private banker waiting to deploy the proceeds into proprietary funds, and the accountant with no wealth planning perspective — the business owner too often finds himself alone when making the most structuring decisions of his financial life.
Before the disposal
We intervene upstream, ideally 18 to 36 months before the anticipated disposal. This preparatory phase is critical for optimising the enterprise value, structuring the ownership chain, preparing the tax environment across all relevant jurisdictions, and anticipating the post-disposal configuration.
Structuring the ownership chain is the first priority. For many cross-border situations, this means interposing a Luxembourg holding company — typically a SOPARFI — between the owner and the operating entity. The SOPARFI benefits from Luxembourg’s participation exemption regime: capital gains on qualifying participations are exempt from corporate income tax, provided the holding meets certain thresholds (at least 10 % of share capital or an acquisition cost of €1.2 million, held for at least twelve months). Combined with Luxembourg’s extensive double tax treaty network (over 80 treaties), this structure can significantly reduce the effective tax rate on disposal proceeds compared to a direct personal sale.
For business owners relocating to Luxembourg before the disposal, the impatriation regime (Article 115-13a LIR) offers additional advantages during the first eight years: a participation premium of up to 50 % of fixed remuneration exempt from income tax, alongside partial exemptions for relocation costs. The timing of the relocation relative to the disposal is a strategic variable that we model explicitly.
This is also the moment to align the disposal strategy with the life plan: how much do you want to keep in liquid reserves? What level of income do you need? What proportion of the proceeds will be reinvested? What role do you want to play after the sale?
During the disposal
We coordinate all parties involved: investment bankers for valuation and negotiation, lawyers for transaction documentation, tax advisers for optimising the treatment of capital gains across jurisdictions, notaries where real estate assets are involved. Our role is that of the wealth planning conductor: we ensure that every decision taken within the transaction is consistent with the overall wealth strategy.
In cross-border disposals, the coordination challenge is compounded by the interaction of multiple legal systems. The structuring of the sale itself — share deal versus asset deal, earn-out mechanisms, vendor financing, warranty and indemnity insurance — must be evaluated not only for its commercial merits but also for its tax consequences in each relevant jurisdiction. We map these interactions systematically, working with local counsel in each country, to ensure no value is left on the table and no risk is overlooked.
After the disposal
This is paradoxically the most dangerous phase. The business owner finds himself with significant liquid capital and an operational void. The worst decisions are made in the first six months: overexposure to a single asset class, emotional investments, commercial pressure from private banks eager to deploy the capital into proprietary products. We accompany the post-disposal phase with a structured methodology: immediate capital preservation, definition of an investment strategy based on objectives (Goal-Based Investing), progressive implementation of the target allocation, and construction of the new wealth architecture.
For proceeds held through a Luxembourg SOPARFI, the reinvestment phase benefits from the participation exemption and from Luxembourg’s favourable treatment of interest income and intellectual property. An SCSp (Société en Commandite Spéciale) can serve as a co-investment vehicle for private equity or real estate allocations, offering fiscal transparency and operational flexibility. For the portion of wealth dedicated to passive financial management, an SPF (Société de gestion de Patrimoine Familial) provides a tax-neutral holding layer exempt from corporate income tax, municipal business tax and net wealth tax.
The post-disposal architecture must also address succession planning from day one. A family governance framework, a clear separation between operational and passive wealth, and a documented investment policy are the foundations on which the next generation’s wealth will be built — or squandered.
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