Selling Your Business in France: M&A and Exit Advisory

Selling Your Business in France: M&A and Exit Advisory#

Planning to sell your company, make a strategic acquisition or raise capital? Advising on the sale of a business and on M&A is a discipline of anticipation where every decision matters. Hayot Expertise, based at 58 rue de Monceau (Paris 8), supports SME and mid-cap owners through external growth projects, business transfers and capital raises. Our approach combines financial rigour, tax expertise and a qualified partner network (business lawyers, private equity funds, investment banks) to secure every stage of your transaction.

A successful sale is decided long before the company reaches the market: tidy up the accounts, separate what is not transferable, secure key contracts, resolve latent tax and employment risks, structure the capital-gains tax. A company that arrives prepared in front of buyers negotiates better and closes faster.

The first step is always a negotiation valuation: a reasoned price range, built with the methods detailed in our business valuation guide.

This page covers strategic advice and the M&A process (preparation, finding a counterparty, negotiation). When you need an independent, enforceable valuation report (dispute, shareholder exit, divorce, tax authority), see our dedicated business valuation service.

• Owners preparing a disposal — full or partial, who want a defensible price and a clean, well-structured sale.
• Buyers and consolidators — making a strategic acquisition and needing valuation, due diligence and financing.
• Founders raising capital — who need a credible valuation to negotiate from strength.
• Families planning a transfer — valuing shares for a gift and optimising duties with the Dutreil regime.
• Companies setting up management packages — fixing the fair-value exercise price of BSPCEs or free shares.

Before approaching the market, we frame the price with a multi-criteria approach: discounted cash flows, EBITDA or ARR multiples observed on comparable transactions, restated net assets for asset-heavy structures. The goal is not a single figure but a negotiation range where every bound can be explained, and where the gaps between methods feed the argument in front of buyers.

That work then powers the whole process: the teaser, the Information Memorandum, the defence of the price in due diligence and the final adjustment (net debt, normative working capital). For an independent, enforceable valuation report signed by a chartered accountant (dispute, shareholder exit, gift, tax authority), see our business valuation in Paris engagement.

Whether you are on the sell-side or the buy-side, the discipline is the same: prepare thoroughly, create competition or optionality, and never negotiate without the numbers to back your position. Our mandates are deliberately hands-on — the same person who valued the business sits at the negotiating table, so nothing is lost between analysis and deal-making.

Sell-side engagement#

Selling a company must be prepared at least 12 to 18 months in advance. Our mandate covers:

• Vendor Due Diligence: preventive audit to identify and resolve friction points before the buyer discovers them (tax, employment, contractual risks)
• EBITDA normalisation: restatement of non-recurring items (above-market owner remuneration, personal expenses, non-arm's-length rents) to present a representative EBITDA
• Information Memorandum: drafting of the financial and strategic presentation (pitch deck, financial model)
• Competitive process: confidential approach to 5–15 qualified candidates to create competition and maximise price
• LOI negotiation: letter of intent, conditions precedent, exclusivity period
• Asset and liability warranty (GAP): negotiation of amounts, caps and duration
• Tax optimisation of the capital gain: contribution-exchange (Article 150-0 B ter), Dutreil regime, acquisition holding

Buy-side engagement#

• Financial modelling: acquisition business plan, synergy projections, financing plan (senior debt, mezzanine, LBO)
• Due diligences: financial, tax, employment and legal to identify risks before signing
• Acquisition structuring: choice between business assets, share acquisition or merger depending on tax implications
• Financing: preparation of bank files, search for co-investors, negotiation of credit terms
• Post-acquisition: integration of accounting systems and reporting, payroll harmonisation

Disposing of a French SME generates a capital gain on securities subject to the flat tax (PFU) of 31.4% (12.8% income tax + 18.6% social contributions). On a €2M disposal with an initial cost of €100K, the €1.9M gain generates €596,600 in tax. Several mechanisms can significantly reduce this:

Contribution-exchange (Article 150-0 B ter CGI)#

Before the disposal, you contribute your shares to a holding company you control. The holding then sells the shares. The capital gain is deferred as long as the holding reinvests a share of the proceeds in eligible assets: at least 70% within three years, with the reinvested assets held for five years, for disposals carried out on or after 21 February 2026 (Law no. 2026-103 of 19 February 2026), against 60% within two years previously. The deferral can be maintained indefinitely through successive reinvestments.

Dutreil regime (family transfer)#

On a family transfer (gift to your children before disposal), the Dutreil regime provides a 75% abatement on the taxable value of shares. On a €2M company, gift duty falls from ~€200,000 to ~€50,000.

Retirement abatement (Article 150-0 D ter CGI)#

If you dispose within 2 years of retirement, a fixed €500,000 abatement applies before the PFU. Tax saving: €150,000.

Crucially, all three levers must be set up before the sale — a contribution-exchange or a Dutreil gift decided after signing is worthless. This is why we insist on tax structuring 12 to 18 months ahead: the difference between a well-structured and an unstructured disposal routinely runs into the hundreds of thousands of euros on a mid-sized deal.

The single biggest lever on your final price is preparation, and it starts 12 to 18 months out. A company with clean, audited accounts, formalised contracts, a management team that can run without the owner, recurring revenue and low client concentration commands a premium multiple. The same business with informal contracts, owner-dependence and latent employment risks trades 20-30% lower — for identical earnings. We run a pre-sale diagnostic, fix what can be fixed in the time available, and document everything a buyer's due diligence will probe, so the process confirms your value rather than chipping away at it.

1. Scoping and objectives — we clarify your goal (sell, buy, raise, transfer), your timeline and your constraints.
2. Valuation — a multi-criteria report (DCF, multiples, net asset value) with documented, defensible assumptions.
3. Preparation — vendor due diligence and EBITDA normalisation to remove friction points before a buyer finds them.
4. Process — a confidential approach to qualified candidates, an information memorandum, and a competitive dynamic to maximise price.
5. Negotiation — the LOI, conditions precedent, the asset-and-liability warranty, and the tax structuring of the deal.
6. Closing and beyond — signing, and on a buy-side, the first-100-days integration of accounting, reporting and payroll.

• Underestimating preparation: a company with poor accounts, informal contracts or latent employment risks trades 20–30% below its intrinsic value
• Launching without a valuation: accepting the first offer without a counter-proposal backed by an independent valuation report is an expensive mistake
• Ignoring tax structuring: the disposal structure must be anticipated at least 18 months before signing to benefit from contribution-exchange or Dutreil
• A poorly negotiated GAP: can turn a successful disposal into a lengthy and costly dispute
• No competitive process: selling to a single candidate without competition invariably caps the sale price

Need an independent valuation report before going to market? Our business valuation engagement starts at €2,500 excl. VAT (revenue < €2M).

A success fee aligns our interest with yours: we are paid more when the deal closes well. Every mandate begins with a free, confidential scoping meeting, and you receive a written engagement letter with the full fee basis before any work starts.

• Multidisciplinary expertise: accounting, tax and financial advice in a single point of contact
• Qualified network: M&A lawyers, mid-market investment banks, PE funds targeting French SMEs (€1M–€50M)
• Bespoke approach: no industrialised process — each transaction receives the attention its complexity deserves
• Paris 8: our location at the heart of the Parisian business district places us at the centre of the French financial and legal ecosystem
• Strict confidentiality: all M&A mandates are governed by NDAs from day one