Selling a business is rarely a spontaneous decision. It fits into a personal, financial and strategic trajectory that is built over several years. And yet, 28% of executives potentially concerned by a sale have not yet started to think about it, and many only begin the process when triggered by an event: illness, an unexpected opportunity, a shift in their sector. By that point, part of the value levers are already out of reach.
A sale cannot be improvised. What determines the quality of a transaction is not so much the market conditions at the time of the deal as what the executive has put in place beforehand. Identifying the right time to start thinking about it is therefore the first strategic decision in the process.
When personal signals appear
The first level of reflection is personal. Nearly two thirds of sale intentions are linked to retirement, but starting to think about it at that stage already means operating under time pressure, with structurally less favourable sale conditions.
Beyond retirement, other indicators deserve attention. A quarter of executives wish to sell in order to reduce a workload or psychological pressure that has become too heavy. When day-to-day operations structurally take over from strategic vision, when the company is progressing but the executive is no longer in a position to give it the necessary impetus, these are signals that call for reflection on the future of the company, not just that of its leader.
When the company hits a structural ceiling
The second level relates to the dynamics of the company itself. Some businesses reach a stage of development that their capital structure no longer allows them to cross alone: a need for capital to finance growth, sector changes that impose critical mass, no successor identified internally. In these configurations, selling or opening up the capital is not an end point, it is a development lever that is negotiated from a position of strength, provided it has been anticipated.
The optimal window to sell is when the company is at its best in terms of financial visibility and perceived potential. A business that is growing, with solid fundamentals and a structured management team, attracts buyers on favourable terms. A business whose indicators are deteriorating is sold at a discount.
When the market offers a window of opportunity
The third signal is external. Some sectors go through phases of intense consolidation, driven by investment funds or groups pursuing build-up strategies, which mechanically push valuation multiples upwards. During these phases, competition between buyers works in favour of the seller, valuation terms are higher and processes run more smoothly.
Seizing these windows requires anticipation: a structured file, reliable accounts, reduced dependencies. An executive who has not started to think about the issue in advance does not have the response capacity needed to take advantage of these market opportunities.
What sell-side preparation actually brings
70% of sales take place on what is known as the “hidden” market, through the seller’s network, without any public announcement. The best deals are not closed on platforms, they are built over time, through relationships maintained well in advance, often several years before the formal opening of the process. An executive who waits until putting the company on the market to identify potential buyers is structurally cut off from the majority of real opportunities.
On the tax side, without prior structuring, a capital gain on disposal can be subject to taxation of up to 38%. The French Dutreil pact allows for a 75% exemption from transfer duties in the case of a family handover. The 500,000 euro retirement allowance can neutralise a significant portion of the capital gain, but these schemes come with strict conditions and statutory deadlines that cannot be compressed and need to be planned several financial years in advance.
On the operational side, reducing dependence on the executive, building reliable financial indicators over two to three years, diversifying the client portfolio: each of these projects takes at least 12 to 24 months to produce visible effects in the accounts at the time of due diligence. 18% of potential sellers cite offers seen as too low as the main obstacle. In most cases, the issue is not the level of the offer, but that the company had not been prepared to present its performance convincingly to a professional buyer.
What preparation horizon?
A sale is prepared, at the very least, 18 to 24 months in advance. This timeframe matches the time actually needed to restructure governance, build reliable financial indicators, optimise the legal and tax structure, and identify the right buyer. The majority of successful sales are initiated by executives under 60, which concretely means that the thought process must be started beforehand for the process to produce its full effects. 80% of executives who fail to sell within their target horizon prefer to remain at the head of their company for longer rather than close it down, a deferral behaviour whose cost is measured directly in the value of the company and the terms of the future transaction.
The question, then, is not whether the sale will take place. It is to decide when to start preparing for it, and how to be supported.
Are you considering a sale, or do you want to start thinking ahead about the future ownership of your business? The teams at Auris Finance are at your disposal to support you.
