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Selling your BV proceeds in six main phases: preparation (valuation and legal cleanup), term sheet/letter of intent, due diligence by the buyer, negotiation of the SPA, signing and closing at the notary, and post-closing completion. Duration: three to twelve months, depending on the buyer and complexity. Tax-wise: the sale of shares via a holding company is generally tax-free for the seller (participation exemption); if sold directly to the private individual, it falls under Box 2 (31% in 2024).
After six years of growth, Anouk is ready for an exit — her BV is a market leader in her niche and there is a serious offer on the table. Below is how her sale process is unfolding, and which mistakes entrepreneurs make most often at this stage.
The short answer: 6 phases
- Preparation: valuation, legal cleanup, tax optimization (~1–3 months).
- Termsheet: non-binding document containing main conditions (1–4 weeks).
- Due diligence: buyer investigates the BV (4–8 weeks).
- SPA negotiation: negotiate share purchase agreement (2–6 weeks).
- Closing: notarial deed of share transfer (1–2 days).
- Post-closing: guarantees, indemnities, potential earn-out (years).
Phase 1: preparation
The phase that is most underestimated:
- Valuation: Have a registered valuator or accountant calculate the business value. Common methods: EBITDA multiple, DCF, or comparison with industry prices.
- Legal cleanup: check the shareholders' register, articles of association, current contracts, permits, and any claims or disputes. A messy file lowers the price or costs you a deal.
- Tax optimization: if you do not yet have a holding company, consider setting one up first via a share merger. Selling shares via a holding company is almost always more tax-efficient than selling them privately.
- Personal preparation: do you want to remain involved? For how long? Under what conditions?
Phase 2: termsheet
A term sheet (or letter of intent) sets out the main terms and conditions on one to three pages: purchase price, structure (shares or asset-liability), timeline, exclusivity for the buyer, and confidentiality. It is not binding on the price, but binding on the procedure (confidentiality, exclusivity, costs).
Important: have a lawyer review it before you sign. A sloppy term sheet determines 70% of your negotiating position for the SPA.
Phase 3: due diligence
The buyer investigates your BV — financially, legally, tax-wise, commercially, and operationally. Goal: to identify risks and potentially reduce the purchase price or add guarantees. See due diligence for details.
Tip: Organize a data room (often digital) with all relevant documents. A structured data room prevents many questions and speeds up the process.
Phase 4: SPA negotiation
The Share Purchase Agreement (SPA) governs all arrangements. Important components include: purchase price, closing conditions, warranties, indemnities, any earn-out, and a non-compete clause for the seller. See Share Purchase Agreement.
Negotiations often take longer than expected — on average 4–8 weeks for an SME deal. The sharper the term sheet, the faster the SPA.
Phase 5: closing
The share transfer takes place at the notary's office by means of a notarial deed (see share transfer). On the same day, the purchase price is paid (often via an escrow account or third-party funds held by the notary).
Important: all conditions of the SPA must be fulfilled before closing — e.g. approvals, non-compete restrictions, confirmation of financing.
Phase 6: post-closing
After closing, there are still obligations:
- Warranties: usually valid for 12–24 months after closing, with liability for concealed facts.
- Indemnities: valid indefinitely or for longer for specific risks (e.g. tax claims up to 5 years).
- Earn-out: variable purchase price linked to future performance. Typically 1–3 years.
- Non-compete clause: often no competing activity for 2–3 years.
- Transition contribution: knowledge transfer to the buyer.
Tax routes
Two main routes for the seller:
- Sale via holding company (participation exemption, Art. 13 Corporate Income Tax Act): profit on shares tax-free in the holding company. Tax only upon distribution to private individuals (Box 2). By far the most advantageous route.
- Sale directly private (Box 2, substantial interest): profit taxed immediately at 31% in 2024. For large sales, tens of thousands to millions of euros in tax.
If you do not yet have a holding company: strongly consider setting one up via a share merger before selling. Read share merger and why a holding company.
Honest recommendation
Selling your BV is not a lawyer-or-do-it-yourself affair — it is teamwork: an M&A advisor or lawyer, a tax specialist, an accountant, and possibly a coach for the personal transition. Start the preparations at least a year before the desired sale; optimization during that period can yield many hundreds of thousands of euros in extra revenue. For an initial orientation: have a legal expert check your BV's “readiness for sale”.
For the detailed legal steps: share purchase agreement, share transfer , and due diligence.
Frequently Asked Questions
In six phases: preparation (valuation, cleanup), term sheet, buyer due diligence, SPA negotiation, closing at the notary, and post-closing completion (guarantees, earn-out). Duration 3–12 months depending on the buyer and complexity.
For SME deals, the average is 4–6 months. Preparation 1–3 months, due diligence 1–2 months, SPA negotiation and closing 1–2 months. For larger or international transactions, this can increase to a year.
Almost always, yes. Through the participation exemption (Art. 13 Corporate Income Tax Act), capital gains are tax-free in the holding company. Directly privately (Box 2 substantial interest), you pay 31% (2024 figure). For large sales, this can make a difference of tens of thousands to millions of euros.
A variable purchase price linked to the future performance of the sold BV (e.g., revenue, EBITDA over 1–3 years). The seller receives a higher amount for good performance; less for disappointing performance. Risk sharing between buyer and seller, often 10–30% of the total purchase price.
Warranties are assertions by the seller regarding the state of the BV (e.g., “no pending lawsuits”). Indemnities are specific risks for which the seller remains liable without limitation (e.g., tax claims for up to five years). Both govern liability after closing.
Typically via EBITDA multiple (e.g., 4–8 times EBITDA for SMEs), discounted cash flow (DCF), or comparison with industry prices. Have a registered valuator perform the valuation — a professional valuation often increases the selling price.
For the seller: M&A advisor or lawyer €10,000 – €50,000+, accountant €5,000 – €15,000, notary €1,500 – €3,000, tax specialist €2,000 – €8,000. Total €20,000 – €80,000 for SME deals. Significantly higher for success fees and large transactions.
