In summary…
To sell his company, a Lyon-based executive typically gathers a lawyer (memorandum of understanding, guarantees, deed of assignment), a chartered accountant (figures and valuation), sometimes a notary and one mergers and acquisitions consulting (buyer search), and a wealth adviser, which deals with what happens to the price. The wealth advisor is consulted before the sale, not at the signing: the contribution of the securities to a holding company (article 150-0 B ter of the CGI) and the timing of a retirement are decided before the transfer is carried out.
Balmont Conseil, in Lyon, is a consulting firm not independent In regulatory terms: he receives commissions paid by product suppliers. He acts in conjunction with your legal and accounting advice, never in its place.
A common scenario: the head of a small business in the Lyon region receives an offer from a buyer. His accountant values the company, his lawyer reads the draft agreement. No one has asked him how the proceeds will be received, or what he will do with them. Yet it is this answer that determines the tax payable, and it cannot be changed once the sale is finalized.
1. Who does what in a business sale
The official fact sheets from Service-Public Entreprendre describe the same breakdown: the accountant values the company and conducts the financial analysis, notaries and lawyers handle the legal aspects, and the buyer can be found through the seller's network, their advisors, or business transfer platforms. The table below adds the role of the wealth management advisor.
| Interlocutor | What he does | What you ask him in writing |
|---|---|---|
| Chartered Accountant | Financial analysis, valuation, and figures provided to the buyer | A valuation using several methods, and up-to-date accounts for the last few financial years |
| Lawyer (corporate law, taxation) | Memorandum of understanding, conditions precedent, non-compete clause, asset and liability guarantee, earn-out clause, final deed | The letter of assignment, the draft protocol with commentary, the chosen tax scheme |
| Notary | Authentic deed when retained, escrow of the price for a business (lawyer or notary), family and inheritance aspects | His fees and deadlines, before signing |
| Mergers and acquisitions consulting (if the case warrants it) | Buyer search and selection, confidentiality, bid management | His remuneration, the duration of his exclusivity, the scope of his mission |
| Wealth Management Advisor | Personal objectives of the manager, ownership structure prior to the sale, reinvestment of proceeds, retirement, succession | His mission statement, his status, his remuneration, a before/after cost estimate |
Specifically. Not all transactions require mergers and acquisitions advice. For a small business, the official guide on finding a buyer suggests other avenues: your network, your accountant, lawyer, notary, or bank, and business transfer platforms, including those of chambers of commerce and industry and Bpifrance's Business Transfer Exchange. A specialized intermediary is justified when the company is large enough to attract several competing buyers. The guide also specifies that the advertisement must remain anonymous and that a confidentiality agreement can be signed before disclosing sensitive information.
2. Securities or business assets: the item sold changes the interlocutor and the cost
Before opening negotiations, you need to know What is being sold and by whom?. A company director who sells their shares receives the proceeds personally. A company that sells its business assets receives the proceeds within the company; the director only receives them later, through distribution or liquidation, and is subject to specific taxation. A lawyer and an accountant will advise on this choice; a wealth management advisor will assess its impact on your personal situation.
| Item sold | Registration fees | Formalities to be aware of |
|---|---|---|
| Business assets | 0 % up to €23,000, 3 % from €23,001 to €200,000, 5 % above that, minimum €25, payable by the buyer unless otherwise agreed | Registration without delay for a private agreement, within 1 month for an authentic instrument; notice published in a legal gazette within 15 days; escrow of the price for 3 to 5 months |
| Shares of SARL / EURL | 3 % of the price after a deduction of €23,000, reduced in proportion to the shares transferred (5 % if the company is predominantly real estate-based) | Approval for transfer to a third party; registration within 1 month; written document required |
| Shares of SAS / SASU | 0.1 % of the price, minimum €25 (5 % if the company is predominantly real estate-based) | Registration within 1 month of the deed, or declaration within one month of the transfer if no deed exists. |
Details of these rights can be found on our pages about... business registration fees, transfer of shares in a limited liability company and the transfer of shares in a simplified joint-stock company (SAS). For an overview of the seller's obligations and taxes, see Selling your business: obligations and taxes.
For a sole proprietor who sells their business, the tax authorities refer to three exemptions from professional capital gains, which can be combined if the conditions are met: one based on revenue (Article 151 septies of the French General Tax Code), one based on the sale price (Article 238 quindecies: total exemption up to €500,000, partial exemption between €500,000 and €1,000,000, for an activity carried out for at least five years) and one for retirement (Article 151 septies A).
3. The timeline: before, during, and after the signing
No regulation specifies the timeframe for preparing a business transfer; the official guidelines simply emphasize that a transfer cannot be improvised and must be planned carefully. What is regulated by law are the timeframes surrounding the signing of the transfer.
Before putting it on sale: define the objective and the structure
- Your personal goals: Minimum price, payment terms, buyer profile, impact on your income and retirement. This is the first step in the official guide to preparing for the transfer of ownership.
- Diagnosis and valuation by the chartered accountant, who gives orders of magnitude for negotiation, not an exact sale price.
- The detention facility Do you hold the shares directly or through a holding company? Do the shares need to be contributed to a holding company before the sale? This decision precedes the transfer.
- The retirement date, if you are aiming for the €500,000 allowance (see below).
From offer to signature: the deadlines that matter
- Memorandum of Understanding : it sets the price, its payment terms, special clauses (non-competition, additional price, asset and liability guarantee) and suspensive conditions with their deadline (audit of accounts, financing of the buyer, authorizations).
- Employee information : for companies with fewer than 250 employees, it must intervene at least one month before the conclusion of the sale for sales concluded after July 27, 2026 (two months prior). In a company with 50 to fewer than 250 employees that has a works council (CSE), the works council is informed and consulted. The penalty is capped at 0.5% of the sale amount (previously 2 %). See the Hamon law in 2026.
- Final act : signature, then registration (within 1 month for an authentic deed or a transfer of securities), publication of the notice within 15 days for a business.
After signing: taxes, reuse, duration
- Declaration and payment : capital gains from the sale of securities are declared with the income of the year of the sale; the tax is paid the following year.
- Contribution-and-sale : if the holding company sells within three years of the contribution, it must reinvest at least 70% of the product within a period of 3 years and retain the acquired assets 5 years for sales completed since February 21, 2026.
- Retirement allowance : the cessation of duties and the application for retirement rights must take place within the two years surrounding the transfer.
- Guarantees : the asset and liability guarantee, negotiated with the lawyer, continues to produce its effects after the sale.
4. What the wealth advisor brings to the table, and what they leave to the lawyer
The wealth management advisor does not draft the agreement, guarantees, or deed of transfer: these documents are the responsibility of the lawyer or notary. They do not negotiate the price on your behalf. Their work begins with a question that other professionals do not have to address: What do you want this prize to become?
The holding company and the contribution-sale (article 150-0 B ter of the French General Tax Code)
The executive contributes their shares to a company they control, a holding company. The capital gains tax on the contribution is deferred. If the holding company sells the shares within three years of the contribution, the deferral is maintained only if it reinvests a portion of the proceeds in an eligible economic activity. Since the 2026 Finance Law (Law No. 2026-103 of February 19, 2026, Article 11), this portion is 70 % (previously 60 %), the reinvestment period is three years (previously two years), and the holding period for assets acquired through direct reinvestment is five years (previously one year). The scope of eligible activities has been narrowed. These rules apply to disposals carried out from February 21, 2026.
Two practical consequences. First, the contribution is decided before The sale: after the sale by the manager himself, the question no longer arises. Furthermore, the deferral does not eliminate the tax: it postpones it, and the holding company remains subject to reinvestment obligations. See the mechanism and a practical case, changes effective February 21, 2026, a case of reinvestment of €5 million and our page on the asset holding company.
For the technician. General Tax Code, Article 150-0 B ter (deferral of capital gains tax on contributions of securities to a company controlled by the contributor); Law No. 2026-103 of February 19, 2026, Finance Law for 2026, Article 11; BOFiP ACTU-2026-00099 (August 10, 2026). In the event of a gift of the securities received as consideration for the contribution, the deferral expires if the donee sells, contributes, obtains reimbursement, or cancels them within 6 years of their acquisition (5 years before the reform), or 11 years in the case of point d of paragraph 2 of section I (10 years before). The exact list of eligible activities should be verified with a tax lawyer before any investment.
Retirement: the fixed allowance of €500,000
The owner of a small or medium-sized enterprise (SME) who sells their shares upon retirement can benefit from a fixed allowance of €500,000 on the capital gain for sales completed up to December 31, 2031. The conditions are strict: the sale must encompass the entire shareholding, the owner must have held at least 25% of voting or profit rights for the previous five years, held a management position within the company, ceased all functions and applied for retirement benefits within two years of the sale, held no shares in the acquiring company, and the company must meet the European definition of an SME. These conditions are verified with a chartered accountant. before to set the signing date. Details in our page on the €500,000 tax allowance.
The wealth advisor adds the following: what the manager's income will be after the sale, and the supplementary retirement plans to be put in place before or after (article 83, PER, end-of-career compensation). His recommendation is the subject of a written statement of suitability.
Reuse of the price and transmission
Without a holding company, the net proceeds after tax go directly to the individual's personal assets. With a holding company, they go to the company, where they can be invested: see solutions for a holding company's cash surplus. In both cases, the advisor will develop an asset allocation plan (cash, assurance-vie, retirement savings plan, real estate, reinvestment in a business) based on your income needs, time horizon, and family situation, and then coordinate it with the notary for any gifts. The advisor does not promise any specific return and cannot guarantee any outcome.
Encrypted case (fictitious profile)
Situation. A 61-year-old founder from Lyon owns 100 shares of a service company (SAS). The buyer is offering €3,000,000; the cost basis of the shares is €200,000.
Issue. In the case of a direct sale, the capital gain is €2,800,000 (excluding fees). At the flat tax rate of 31.4% (12.8% income tax and 18.6% social security contributions), the tax due is €879,200 (€358,400 + €520,800), payable the following year. This leaves €2,120,800 available for investment.
Strategy. With the help of a tax lawyer and an accountant, he is exploring the possibility of contributing his shares to a holding company before the sale. The holding company is selling for €3,000,000 and must reinvest at least 70% of the shares (€2,100,000) in an eligible activity within three years, with a five-year holding period. The remaining €900,000 is not subject to this reinvestment requirement. If he retires, the €500,000 tax allowance is another option, subject to its own specific conditions regarding his employment and retirement. Both options serve different purposes and are being compared with the tax lawyer before the sale.
Result. In the holding company structure, €3,000,000 remains available in the holding company instead of €2,120,800 after tax in a direct sale, a difference of €879,200. The tax is not eliminated: it is deferred, and the deferral expires in the cases provided for by law. These figures are approximate, excluding fees and assuming unchanged tax rates.
5. How to choose your contacts in Lyon
Choosing an advisor in Lyon is primarily about meeting them, you and your advisors, when the case requires it; the rest can also be handled remotely. Four questions are enough to assess a wealth management advisor:
- What is its ORIAS number, under which categories, and which professional association oversees it? See how to verify an advisor.
- Is his advice independent or not? Who pays him, and how much?
- What letter of engagement does he sign before recommending anything to you?
- How does he work with your lawyer and accountant without you acting as a go-between? See who does what in a complex case.
The complete list of required documents is included in our article on wealth management in Lyon for business owners. The firm is featured on the page wealth management advisor in Lyon, and our offer for executives on leaders and succession.
Our position
In a sale, each professional has their specific role: the lawyer ensures the legal security of the transaction, the accountant verifies the financial statements, the notary intervenes where required by the deed, and the wealth management advisor handles everything that happens for you before and after. Contact them as soon as you decide to sell, because the choices regarding structure and timing are made before signing and cannot be changed. Balmont Conseil works in conjunction with your usual advisors and provides them with a written analysis.
Frequently asked questions
When should you consult a wealth management advisor for a sale?
Before the sale. The contribution of shares to a holding company must precede their sale, and the retirement date determines the €500,000 allowance. Once the sale is completed, these options are no longer available.
Do you need a mergers and acquisitions consultant to sell your company?
Not always. Official documents mention the seller's network, their usual advisors, and business transfer platforms as ways to find a buyer. Using an intermediary is mainly justified when several buyers can compete. Ask for their terms of reference and fee before signing.
Can the wealth management advisor draft or negotiate the transfer agreement?
No. Drafting the protocol, guarantees, and deed is the responsibility of the lawyer or notary. The wealth management advisor calculates the personal consequences of each option for you and forwards them to your advisors.
Are you preparing to sell your business? Send us the outline (nature of the securities, price envisaged, target date): the first exchange serves to establish your situation and the decisions to be made before signing.
Are you a lawyer, chartered accountant, notary, or fellow consultant? And one of your executive clients is preparing a sale? We intervene in a joint contracting capacity: the client remains yours, you remain in your role.
Book an appointment
The initial consultation is to establish your exact situation and determine if there is anything that can be done—sometimes there is nothing, and we will say so as well. Thirty minutes, with no obligation.
Book an exchange with Balmont Conseil
Alexis Sagnier, financial and real estate investment advisor, insurance broker, AMF certified. ORIAS 13003497. Updated on 24/10/2026.
Official sources consulted
- Public Service for Entrepreneurship — Anticipating and preparing the transfer of your business (fact sheet F35966)
- Public Service for Entrepreneurship — Finding and selecting a buyer (fact sheet F35989)
- Public Service for Entrepreneurship — Diagnosing and Enhancing Business Performance (fact sheet F36062)
- Public Service Entrepreneurship — Negotiating and drafting the memorandum of understanding (fact sheet F36054)
- Public Service for Entrepreneurship — Drafting and signing the final transfer agreement (fact sheet F36049)
- Public Service for Entrepreneurship — Transfer of shares in SARL/EURL companies (fact sheet F36015)
- Public Service for Entrepreneurship — Transfer of shares in SAS / SASU (fact sheet F36022)
- Public Service for Entrepreneurship — Information for employees in the event of a sale (fact sheet F37195)
- Public Service for Entrepreneurship — The Hamon Law procedure is evolving (news item A18893)
- economie.gouv.fr — Law No. 2026-403 of May 26, 2026 on the simplification of economic life
- Service-Public.fr — Capital gains on securities (fact sheet F21618)
- BOFiP — ACTU-2026-00099, adjustments to the tax deferral under article 150-0 B ter (Finance Law for 2026, article 11)
- BOFiP — BOI-RPPM-PVBMI-30-10-60, tax deferral regime for contributions of securities
- Public Service for Entrepreneurship — Extension of the tax allowance for retiring SME managers (news item A18120)
- BOFiP — BOI-RPPM-PVBMI-20-40-10-30, fixed allowance of €500,000, conditions relating to the securities transferred
- impots.gouv.fr — Exemptions from capital gains on business assets (Articles 151 septies, 238 quindecies, 151 septies A)
