Selling your company: the tax planning you must do 12-24 months before exit
A founder finally received the offer he had spent a decade building toward. The number was life-changing. Then his advisor asked one question that turned the room quiet: what did you do about tax eighteen months ago? The honest answer was nothing, because he had been busy running the company. The deal was excellent. The planning window had closed. And on an exit, the planning window is where most of the money is won or lost.
Why the tax is set before there is a buyer
The instinct is to treat exit tax as something you handle when the sale happens. It is the opposite. By the time there is a buyer at the table, the three things that most affect the tax are already fixed: where you are tax resident, how the shares are held, and where the entity sits. A sale simply crystallises whatever those earlier decisions produced. You can negotiate the price with the buyer, but you cannot renegotiate your own structure once the deal is in motion.
This is why serious exit planning starts twelve to twenty-four months out. That runway is what makes a genuine change of residence, a clean holding structure, or better timing possible. Compress it to a few weeks and every option that remains looks like a last-minute move designed to dodge tax, which is exactly what tax authorities look for.
The levers, and when they still work
| Lever | What it can do | When it works |
|---|---|---|
| Tax residence at sale | Some countries tax the gain based on where you are resident when it happens | Only with a genuine, documented move made well before the sale |
| Holding structure | How and where the shares are held can change the treatment of the gain | Set up long before a buyer, with real substance |
| Timing of the sale | Which tax year, and your status in it, can shift the outcome | When you control the timeline, not the buyer |
| Exit tax exposure | Managing departure taxes that trigger when you leave a country | Planned before you move, in the right sequence |
None of these is a template. Whether a change of residence, a holding company, or simply better timing helps depends on your country, the buyer, and how the shares are held today. The specific rates, reliefs and exit taxes are confirmed against current law for your situation, not assumed from a general list.
What genuinely changing residence requires
Moving your tax residence before a sale can change the result, because some countries tax the gain by where you are resident when it happens. But this only works when the move is real: you actually relocate, you cut the ties that keep the old country taxing you, and you can document all of it. Many countries also charge an exit tax when you leave, which can trigger on departure regardless of whether you sell. So the sequence matters as much as the destination. A move made properly, early, is planning. A move made to coincide with a signed deal is a red flag.
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Start my assessment →The sequence that works
1. Start before the process does
Begin the tax planning before you engage bankers or line up buyers, while every lever is still available.
2. Fix residence and structure early
Settle where you are tax resident and how the shares are held with real substance, not on the eve of a deal.
3. Control the timeline where you can
Where you have influence over when the sale closes, use it to land in the right tax year and status.
4. Document everything
Keep the paper trail clean so the planning is defensible, not a story assembled after the fact.
How it fits the bigger picture
An exit is rarely the whole plan. It sits alongside where you will live afterward, how the proceeds will be held, and how the wealth will pass to the next generation. The founders who keep the most are the ones who treated the sale as one move inside a designed structure, decided years earlier, rather than a single event they optimised at the last minute.
Frequently asked questions
Why should I plan the tax on selling my company years in advance?
Because most of the levers that reduce exit tax only work before a sale is in motion. Your tax residence, how the shares are held, and where the entity sits are set long before a buyer appears. Once a deal is signed, you can only report the outcome the earlier decisions produced. Twelve to twenty-four months of runway is what makes real planning possible.
Does moving my tax residence before selling reduce the tax?
It can, but only if done properly and early. Some countries tax the gain based on where you are tax resident when it happens, so a genuine, documented change of residence before the sale can change the result. Many countries also have exit taxes on departure, so timing and sequence matter. This must be planned with current law, not improvised near the deal.
What is the most common mistake founders make before an exit?
Starting to think about tax once there is already a buyer at the table. By then the structure and residence are fixed, and any transfer of shares looks like a last-minute move to avoid tax, which authorities scrutinise. The costly mistake is not the tax rate, it is leaving no time to plan.
Do I need to change my structure to sell tax-efficiently?
Sometimes, sometimes not. Whether a holding company, a change of residence or better timing helps depends on your country, the buyer, and how the shares are held today. There is no universal answer, and copying another founder's exit structure without a diagnosis is how problems are created. The right answer is confirmed against current law.
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