Pre-sale restructure ahead of a €180M European exit
A founder-run software group with companies in three countries and no holding company above them, nine weeks before signing a sale to a US buyer.
The situation
A founder personally owned three trading companies — in France, Germany and Poland — and had agreed initial terms (not yet binding) with a US buyer. With no holding company, the buyer faced buying three companies separately, with three sets of guarantees and three separate checks on tax kept back on payments. The founder personally lived in a high-tax country.
- Nine weeks to signing; the reorganisation couldn't delay the deal or worry the buyer.
- Any new holding company had to meet a 12-month holding rule, or accept that the tax exemption on the sale wouldn't apply to it.
- The founder's move to a new country had to be real and finished before signing, not backdated.
- Staff with share options had to move into the new structure without triggering tax.
The buyer buys one company instead of three, and the founder's tax position is settled before signing rather than after.
- Consideration
- The buyer buys the SOPARFI's shares; the money lands in one company with one set of guarantees.
- Gain
- The gain on the qualifying shareholdings is tax-free at holding level; the founder's own tax depends on where they lived at signing.
- Reinvestment
- Money kept in the holding company can be reinvested, instead of being paid out and taxed straight away.
What we did, step by step
- 01Diagnosis in eight days
We reviewed the term sheet, the three shareholder registers and the option plan, and wrote up the two workable routes with the tax cost of each.
- 02Holding company incorporated
Set up the Luxembourg SOPARFI with most directors living in Luxembourg, its own bank account and office, and board meetings held there from day one.
- 03Contribution in specie
The founder swapped the shares in the three trading companies for shares in the SOPARFI, using each country's reliefs for reorganisations so no tax had to be paid on the move.
- 04Options rolled
Staff options recreated at holding level on equivalent terms, documented with the buyer's lawyers.
- 05Personal residency
The founder's move to a country with a tax treaty was completed and evidenced — home, days spent, ties and tax filings — before signing, with any exit tax worked out in advance.
- 06Ran alongside deal counsel
Weekly calls with the buyer's advisers, so the reorganisation showed up in the deal documents as a known, documented step rather than a late surprise.
- The deal signed on the original timetable; the buyer bought one company instead of three.
- The reorganisation cost no tax up front, using the relief for reorganisations in each country.
- The founder's personal tax position was settled before signing, with the reasoning documented for their new home tax office.
- Sale money kept in the holding company for reinvestment, rather than forced out when the deal completed.
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