Matteo Dubourg helps French founders plan a business sale the right way — Pacte Dutreil, holding structure, apport-cession, and what to do the day after the cheque clears.
Selling a business is one of the biggest financial events of your life. The euros hitting your bank account are real, and so are the taxes — up to 30 % of the sale price in flat tax (PFU) if you do nothing. The good news is there's a well-worn French playbook for making it far more efficient, and it starts well before you sign an LOI.
Matteo Dubourg walks founders through this playbook every week at MD Patrimoine. Here's the short version.
Step 1: start 18-24 months before the sale
The single most valuable thing Matteo tells founders is *start early*. Most of the tax levers below require a structure that has to exist before the sale — not after. If you're a year or two out from selling, this is when the tax planning actually gets done.
Step 2: consider a holding (apport-cession, article 150-0 B ter)
If you contribute your shares to a holding company you own, and the holding then sells them, the capital gain can be *deferred* rather than immediately taxed — provided the holding reinvests at least 60 % of the proceeds into a qualifying activity within two years.
This isn't magic. It's a legal deferral designed to encourage founders to keep investing after an exit. Done right, it can save 100 K € or more on a modest sale, and much more on a bigger one. Done wrong, it triggers the exact tax you were trying to defer, plus penalties. This is textbook 'work with an advisor' territory.
Step 3: think about the Pacte Dutreil
If part of your exit is transmitting the business to your children (or grandchildren), the Pacte Dutreil can cut inheritance tax by 75 %. It requires a formal engagement to hold and manage the shares for a certain period, and there are rules about who signs and when. Matteo has walked several families through this — the savings are dramatic when the paperwork is clean.
Step 4: price the human side
Founders often under-price their earn-out and over-value the headline number. Matteo helps model the actual cash you'll pocket after tax, after earn-out, after any deferred payments and any warranty claw-backs. That number — not the LOI number — is what should drive your negotiation stance.
Step 5: plan the *day after*
This is the part almost every founder underestimates. The morning after the sale closes, you have a large sum of cash, no obvious plan for it, and a lot of well-meaning bankers competing for your attention.
Matteo's job here is quiet: build a diversified allocation across equities, bonds, real estate, and private equity that matches your actual life goals — not the biggest AUM number for whoever's selling. A properly invested post-exit portfolio can quietly produce more income than most people ever earned as a salary.
Step 6: don't neglect your family
A business sale is also a family event. The people around you will notice the change, whether or not you talk about it. Matteo often recommends a joint conversation with your spouse, and — if you have children — a light structuring exercise (donation-partage, dismemberment) so you can transmit some of the wealth on your own terms instead of leaving it entirely to a future succession.
Where the podcast comes in
Matteo hosts a growing French-language podcast called **Après la Cession** — 'after the sale' — aimed exactly at founders in this moment. If you're anywhere on the exit journey, it's worth a listen.
Book the audit
The free 45-minute audit at MD Patrimoine is a perfect first conversation for any founder thinking about an exit. You come in with the LOI (or just the idea), and you leave with a checklist.
- Book a call: calendly.com/matteo-dubourg/md-patrimoine-premier-echange
- Website: mdpatrimoineconseils.com
- Email: matteo.dubourg@mdpatrimoineconseils.com
Tell him Julius sent you.
