// Business & Corporate
Selling a business worth $5M+ without pre-exit structuring means giving 20-40% to capital gains tax. That's $1M-$4M lost to poor planning. Pre-exit restructuring — holding company migration, IP transfers, and residency changes — can legally reduce your exit tax to 0-10%. But it must be done 1-3 years BEFORE the sale, not during negotiations.
Book Your Consultation// The Problem
US: 20% federal + 3.8% NIIT + state (up to 13.3%). UK: 20-28% CGT (after £3K allowance). Germany: 26.375%. On a $10M sale, you're looking at $2M-$4M in tax. Pre-exit structuring can reduce this to near zero — but only if you plan years ahead.
Restructuring during a sale process is too late. Buyers do due diligence on your structure. Sudden changes raise red flags. Tax authorities scrutinize transactions contemporaneous with sales. The planning window is 1-3 years before you even consider selling.
Many sales include earn-outs — future payments based on performance. Where you are when these payments arrive determines how they're taxed. If you restructure properly before the sale, earn-out payments can be received in a favorable jurisdiction.
// The Solution
These structures reduce exit tax when implemented 1-3 years before a sale. Every situation is unique — these are frameworks, not prescriptions.
0% capital gains tax. Establish residency + holding company before exit. Capital gains at sale: 0%. Earn-outs received tax-free. Best for: founders willing to relocate 1-2 years before sale.
0% capital gains tax. No capital gains tax on share disposals. Premium jurisdiction for Asian buyers. Best for: tech founders wanting credible exit jurisdiction.
0% on securities gains. Gains from disposal of securities exempt. Non-dom regime for dividends. EU member. Best for: EU-based founders wanting favorable exit treatment.
0% on foreign capital gains (10 years). Non-Habitual Resident regime exempts foreign-source capital gains. EU residency. Best for: founders wanting European lifestyle + favorable exit tax.
0% on share disposals (qualifying). Participation exemption on qualifying shareholdings. EU member. Best for: holding company exits with EU treaty benefits.
0% capital gains. No capital gains tax. Clean exit for Asian market businesses. Best for: businesses with Asian operations or buyers.
A business sale is typically the largest financial event in an entrepreneur's life. Don't lose 30-40% to poor planning. 30-minute consultation to assess your exit timeline and options — no obligation.
// Case Study
A SaaS founder with $8M valuation. Step 1 (Year -2): Migrate IP to Cyprus IP company. Step 2 (Year -1): Establish personal residency in Portugal NHR. Step 3 (Year 0): Sell the business. Capital gains: 0% (Portugal NHR exemption on foreign-source gains). IP company sale: 0% (Cyprus securities exemption). Total savings: $2.4M vs. UK CGT.
"Sold my SaaS for $12M. Because I restructured 2 years before: IP in Cyprus, personal residency in Portugal. Capital gains tax: zero. My co-founder (same company, same proceeds, UK resident) paid £2.4M in CGT. Same company, same sale price — £2.4M difference in take-home."
// Important
IP transfers need time to be at arm's length. Residency changes need time to be genuine. Tax authorities scrutinize recent restructuring before sales. 2-3 years of clean history is the gold standard.
A clean offshore structure can actually increase buyer confidence — it demonstrates tax sophistication and IP protection. Messy last-minute restructuring has the opposite effect. We ensure your structure enhances, not complicates, the sale process.
Some countries (US, Germany, France) impose exit taxes when you change residency. These must be factored into the overall calculation. Sometimes the exit tax is lower than the sale tax — making the move worthwhile. We model the complete tax picture.
// FAQ
2-3 years before the sale. IP transfers need time to mature. Residency changes need genuine establishment. Tax authorities scrutinize recent changes. Start planning when you first think about selling — not when you have an offer. Book a consultation to start now.
In many cases, yes. Dubai and Singapore have 0% capital gains. Cyprus exempts securities gains. Portugal NHR exempts foreign-source capital gains. The specific outcome depends on your nationality, business type, and willingness to relocate. Book a consultation for your specific analysis.
The US imposes a mark-to-market exit tax on covered expatriates (net worth >$2M or average tax >$190K over 5 years). The exit tax is based on unrealized gains. This must be weighed against future tax savings. Often, the exit tax is a fraction of what you'd pay without restructuring. Book a consultation to model the numbers.
Clean offshore structures can increase sale price — buyers value IP protection, tax efficiency, and sophisticated structuring. Last-minute changes raise red flags. Plan ahead and the structure becomes a selling point. Book a consultation to align structure with exit strategy.
Earn-outs (deferred payments based on performance) are taxed based on your tax residency when received. If you're in a 0% jurisdiction when earn-outs pay, they're tax-free. This can be worth millions on large deals. Book a consultation to structure your earn-out optimization.
// Related Solutions
The biggest paycheck of your life deserves more than default tax treatment. Book a consultation — 30 minutes, no obligation. Start planning 2-3 years before you sell.