Passing on your company: which professionals to involve

Quick answer. To pass on your company, involve a coordinated team in the right order: the chartered accountant (as soon as you decide to sell) figures, values and structures the tax side; the lawyer (before the letter of intent) secures the deeds and the asset and liability warranty; the notary handles real estate and family transmission; the sale adviser finds buyers on significant operations. The conductor is most often the chartered accountant, who holds the figures and the overall view.

Selling or passing on your company is not a solo operation. Each dimension, financial, legal, tax, wealth, calls for a different skill, and the most frequent mistake we see is involving these professionals too late, or in scattered order, once the buyer is already at the table. Yet a transfer is one of the rare deals where value is won upstream, through preparation, far more than at signing. As the public guides from Bpifrance Création and the economy ministry on selling a company point out, anticipation drives both the price and the security of the operation.

Here is who does what, in what order to involve each one, what it costs, and how to coordinate the team so the blind spots between tax and law do not turn into bad surprises.

The three mistakes that cost the most. 1) Signing a letter of intent before figuring your net price after tax. 2) Involving advisers in silos, with no conductor, which lets risks slip through between tax and law. 3) Discovering too late that a favourable regime required a condition of duration or office that cannot be recovered. The timeline matters as much as the quality of each professional.

The chartered accountant is often the first contact and the pivot of the operation, because they know the company from the inside before the buyer asks a single question.

They prepare the financial elements, establish the adjustments (owner's charges, one-off items, non-arm's-length rents) and take part in the valuation. Above all, they figure the tax impact of the sale, that is, the net price after tax, which is the figure that actually matters to the seller. On a share sale, the gain is in principle subject to the flat tax: 12.8% income tax plus social charges, the latter rising from 17.2% to 18.6% on 1 January 2026, for an overall rate of 31.4%. The chartered accountant models what a scheme such as the fixed allowance of 500,000 euros reserved for a retiring owner (article 150-0 D ter of the tax code), extended until 31 December 2031, or a prior contribution of the shares to a holding, would change.

They propose useful structuring upstream, prepare the accounting and tax data room, and support due diligence on the seller's side. They are the one who knows how to organise the sale data room so the buyer finds clear information rather than a mess that will weigh on the price. Their intimate knowledge of the figures often makes them the conductor of the transfer, coordinating the other professionals, as described on our page on the role of the chartered accountant in the company. They are the one who links the analysis to the calculation of the net price after tax of the sale and who helps arbitrate between the various forms of deal, which we detail in our comparison of sale methods to pass on your company.

The lawyer handles the legal dimension, decisive at signing and in the months that follow.

They draft or review the sale deeds, negotiate the asset and liability warranty that protects the buyer against hidden liabilities and risks arising before the sale, and secure sensitive clauses such as non-competition, the seller's handover support or the earn-out. This warranty is usually capped and time-limited, often around three years to cover the tax and social-security audit periods. Upstream, the lawyer audits the key contracts (leases, clients, financing, intellectual property) and identifies the legal risks that will surface in due diligence.

Their role is complementary to the chartered accountant's: one figures and structures, the other drafts and protects. Coordination between the two is precisely what avoids the blind spots between tax and law, where most post-sale disputes hide.

The earn-out clause: a deferred price to frame carefully#

When seller and buyer do not agree on the future value of the company, an earn-out (or conditional price supplement) sets part of the price according to the performance achieved after the sale, over one or more financial years. It is a useful tool, but a tricky one: you must precisely define the reference indicator (turnover, EBITDA, profit), the calculation formula, the accounting standards used and the role left to the seller during the period, on pain of a dispute. On the tax side, the price supplement received later in principle follows the regime of the gain on the share sale, but its taxation date and treatment with regard to a possible allowance deserve to be checked case by case with your adviser. The lawyer secures the drafting, the chartered accountant figures the net impact: this is exactly the type of clause that requires the two to work together.

Two other parties complete the team depending on the nature and size of the operation.

The notary becomes essential when the transfer includes real estate (premises held directly or through a property company), or when it fits a family strategy of gift and split ownership. They authenticate the deeds and secure the wealth transmission. They are also the one who formalises a Dutreil pact, the central scheme of family transmissions that we detail below. The sale adviser, or mergers-and-acquisitions intermediary, steps in to find buyers, organise competition and lead the negotiation, mainly on significant operations where the pool of buyers is not obvious.

The Dutreil pact (articles 787 B and 787 C of the tax code) allows, on a transfer for no consideration (gift or inheritance), a 75% exemption on the value of the shares or the business for gift and inheritance duties. On a family company valued at several million euros, the duty saving can be considerable, which makes it the central scheme of family transmission and the reason the notary enters the file early.

But the exemption is strictly conditional. In broad terms, it requires: a collective commitment to keep the shares, taken before the transfer, covering a minimum fraction of the rights, then an individual commitment to keep the shares taken by each beneficiary after the transfer; and the exercise of a management function by one of the signatories for part of the period. Breaching a single condition (early sale of the shares, giving up the management function) can trigger the loss of the benefit and a recovery of the duties. The exact duration and thresholds have changed with the 2026 finance act: these parameters must be checked at the precise date of your operation.

Why does this require close coordination? Because the Dutreil pact is often prepared months, even years before the transfer, and it is frequently combined with a gift. It therefore triggers estate and gift planning (calculation of residual duties, articulation with split ownership, balance between heirs) that falls to the notary, while the chartered accountant secures the valuation of the shares and compliance with the function and threshold conditions over time. Decided after the fact, at signing, the scheme is generally out of reach.

The contribution-then-sale approach consists of contributing your shares to a holding subject to corporate tax before selling, rather than selling directly. The contribution gain then benefits from a tax deferral (article 150-0 B ter of the tax code): the tax is not due immediately, provided the conditions of the scheme are met, in particular the reinvestment of a portion of the sale proceeds in an economic activity if the holding resells the shares quickly. The aim is not to escape tax, but to organise a professional reinvestment project over time.

Take a simplified example, for illustration only. An owner sells shares for 2,000,000 euros, with a gain of 1,800,000 euros.

The figures above are orders of magnitude meant to illustrate the logic, not a promise: the actual rate depends on a possible allowance (for example the 500,000-euro retirement allowance), the nature of the shares and the timeline. Above all, the deferral is not a permanent gift: it comes with holding and reinvestment obligations, and breaching the conditions causes the deferral to fall. This is exactly why this structuring is decided upstream, with the chartered accountant, and never after the letter of intent. For the pitfalls to avoid on the tax side, see our article on the common tax mistakes in a sale.

The right team is not the same for a micro-business and for a mid-sized SME. There is no point paying a mergers-and-acquisitions intermediary for a sale to an already identified buyer; conversely, running a multi-million deal alone without a lawyer dedicated to the asset and liability warranty is risky. As a guide, and according to our reading of the files:

These thresholds are markers, not absolute rules: a modest deal with a strong real-estate or family component will call in the notary very early, while an industrial sale may justify M&A advice below these amounts. The right reflex remains to scope the need with your chartered accountant before incurring fees.

A well-run transfer follows a critical path where each milestone conditions the next. Involving an adviser at the wrong time often means losing a lever. Here is an indicative outline, counted relative to the sale (month 0).

The message fits in one line: the window where you gain the most value lies between month -18 and month -6, well before the buyer is at the table. Everything to do with structuring and eligibility for favourable schemes must be handled there, not at signing.

Our view: a conductor appointed early beats a fine team gathered late#

The success of a transfer depends as much on the quality of each professional as on their coordination. A team working in silos lets risks slip through at the intersection of tax and law, where the bad surprises hide: a warranty drafted without regard to an accounting adjustment, or a tax structure decided without checking what it implies for the deeds.

Our conviction, formed deal after deal, is that you must appoint a conductor early, most often the chartered accountant, and involve the others at the right time rather than in a rush at signing. It is better to bring the team together as soon as the decision to sell is made, to prepare the data room, anticipate the tax, check eligibility for allowance schemes and correct the weaknesses while there is still time. One point too often overlooked: some favourable regimes require conditions of duration or office that cannot be improvised. The retirement allowance under article 150-0 D ter, for instance, requires ceasing one's duties and claiming one's pension within a tight window around the sale. A well-orchestrated transfer is negotiated from a position of strength.

The underestimated risk: tax decided after the letter of intent#

The most costly trap we encounter is not the absence of advice, but its late involvement. When the seller signs a letter of intent before figuring their net price after tax, they lock themselves into a gross price without knowing what will actually remain. Yet the most powerful levers (contribution of shares to a holding before the sale, the retirement allowance, the timing of ceasing duties) are decided upstream, not once the price is set. Reopening these topics at the end of the negotiation often means giving up schemes that have become inaccessible for lack of anticipation.

An owner had started discussions with a buyer alone, on the basis of a price that satisfied him, then called his advisers at signing. The chartered accountant discovered late that the chosen structure left a large part of the gain exposed to the full rate, whereas a properly timed prior contribution could have eased part of it. At the same time, the lawyer flagged an unbalanced asset and liability warranty, with no clear cap or controlled duration. Reopening these points at the end of the negotiation weakened the seller's position, as he could no longer revisit the announced price without upsetting the buyer.

For a second operation, the team was brought together as soon as the decision to sell was made: valuation and adjustments upstream, a net-price-after-tax simulation under several schemes, a check of eligibility for allowances, a data room ready and a warranty negotiated calmly with known limits. The deal closed faster, on a clear perimeter, and the seller knew from the start what he would actually receive.

In practice: building your sale team#

• Start with a scoping session with your chartered accountant as soon as the idea of selling firms up, before any contact with a potential buyer.
• Have your net price after tax figured under two or three schemes, to decide knowingly rather than on a gross price.
• Appoint a single conductor, responsible for circulating information between advisers and avoiding diverging versions.
• Prepare the data room (accounts, contracts, payroll, tax, real estate) before the buyer arrives, not during due diligence.
• Confirm eligibility for favourable schemes early, since some require conditions of duration or office that cannot be recovered.
• Formalise each engagement with a written quote or letter, with a clear perimeter, to avoid grey areas of responsibility.

• Involving advisers after the letter of intent often deprives the seller of the most useful tax levers: upstream is worth more than signing.
• An asset and liability warranty with no cap or controlled duration exposes the seller well beyond the sale: have the lawyer frame it, consistent with the accounting adjustments.
• Rates and allowances change: the rise in social charges to 18.6% on 1 January 2026 and the adjustments to the Dutreil pact and the thresholds in the 2026 finance act must be rechecked at the date of your operation.
• The mode of sale (shares or business assets) changes the seller's tax as well as the buyer's registration duties: do not lock it in without figuring it.
• A poorly calibrated earn-out clause (vague indicator, undefined seller's role) generates more disputes than it avoids: have it drafted by the lawyer and figured by the chartered accountant.
• A team in silos produces documents inconsistent with one another: a single point of contact should review the whole set before signing.
• A sale adviser is mainly justified on significant operations; on a small sale, their cost can exceed the value added.