Business succession is one of the most delicate transactions for a family SME. It brings together the economic value of the business, family dynamics and business continuity. When it is put off for too long, events often end up deciding instead of the owner.
The possible routes
- Handover within the family, to one or more children.
- Takeover by internal or external managers, including through a financed buy-out.
- Sale to a third party, in full or in part.
- Mixed solutions, for example a financial partner coming in alongside the family.
Three issues to resolve
The first is an agreed value. An independent valuation reduces conflict, especially between family members who work in the business and those who do not.
The second is a plan for the successor: objectives, roles, skills and governance rules. Whoever takes over needs to know which numbers they can rely on.
The third is clear rules for those who exit: timing, role during the transition and any consideration.
The tools
The Italian Civil Code provides for the family pact (patto di famiglia), which allows the business or shareholdings to be transferred to one or more descendants with the consent of the other forced heirs. Alongside it, family holding companies, shareholder agreements and articles of association clauses are used. The choice should be defined with lawyers and tax advisers.
On the tax side, the transfer of the business or of controlling shareholdings to descendants and the spouse can be exempt from Italian inheritance and gift tax, under certain conditions, including continuing the business or retaining control for at least five years.
The role of the numbers
Every solution must be tested against cash. If the successor has to buy out siblings or partners, or if the transaction is financed with debt, the company’s future cash flows must support it without weakening the business.
When to start
Earlier than seems necessary. A succession prepared years in advance lets you choose the best route. An improvised one leaves only the routes that remain.
Further reading
Can I help you with this?
If you are thinking about handing over the business, the first step is to understand what it is worth today and what to fix first.
