Selling your company
Most people sell a company once in their life. What follows is what is worth knowing before you begin — whether you choose us or another buyer. It is not legal or tax advice, and it does not replace your accountant.
I · The paths open to you
Where there is no clear successor, there are usually five: hand the company to a family member; sell it to the people already running it; sell it to a competitor or a group in the sector; sell it to a financial buyer; or close it. Each has different consequences for the people who work there, for the name, and for you.
We are not going to argue for one here. The right decision turns on things only the owner knows — the age of the children, the strength of the team, how much appetite for work is left. It is better settled calmly, in advance, than in the middle of a negotiation.
II · Selling the company, or selling the business
At this size the usual route in Portugal is a sale of the share capital — quotas or ações: the buyer takes the company as it stands, with its history, its contracts, its licences and its liabilities. The alternative is a trespasse or asset sale, in which the business transfers but the company does not.
The difference is not technical. It changes the price, the tax, and what happens to contracts, licences and employment. It is worth knowing early which of the two is on the table.
III · What a serious buyer will want to see
| Accounts | The last three years; the IES is usually enough to begin |
|---|---|
| Customers | What the largest three are worth as a share of turnover |
| Team | How many people, and who supervises the work when the owner is away |
| Licences | IMPIC alvará or título de registo; DGEG installer registration where it applies |
| Tax standing | Clear standing with the tax authority and social security |
| Boundaries | What belongs to the company and what belongs to you: property, vehicles, your own remuneration |
No company is perfectly tidy, and an experienced buyer expects that. What matters is not tidiness — it is that nothing surprising appears halfway through.
IV · Preparing without stopping the business
The two things that weigh most at this stage are not financial. The first is whether the company works when the owner is not there: if it is you they call to quote, to negotiate and to fix, that becomes visible within two weeks of diligence, and it shows up in the price. The second is whether the numbers are reliable — not flattering, reliable.
Neither is fixed on the eve of a sale. If your horizon is a year or two, that is where the time pays best.
V · Tax, in broad terms
A sale of quotas by an individual gives rise to a capital gain taxed under IRS, category G. Where the holding sits inside a company, different rules apply. And the shape of the deal — cash at closing, deferred payment, keeping a stake — materially changes what is left after tax.
We do not give tax advice, and you should be wary of anyone who gives it before seeing your accounts. Talk to your contabilista certificado early, and to a lawyer before you sign anything. The cost is small against what is at stake.
VI · How long it takes
For a company of this size, four to eight months from first conversation to completion is a fair expectation: a few weeks to a written price, six to ten weeks of diligence, and the remainder in contract and formalities. Much faster usually means someone has not looked carefully; much slower usually means someone lost interest and did not say so.
VII · Warning signs
Four things worth stopping over: a buyer who cannot explain clearly where the money comes from; a price that falls after you have already given the process months; pressure to sign exclusivity before there is a number in writing; and an offer that depends entirely on financing not yet approved.
A first conversation commits you to nothing, and a good buyer has no need to hurry you.