Vendre sa société française avant de partir au Paraguay : la stratégie complète

Selling Your French Company Before Moving to Paraguay: The Complete Strategy

You are the head of a profitable French company. You have decided to move to Paraguay. And you face a major strategic question: should you sell your company before leaving, or keep it? As explained in our guide for executives leaving France, three options exist (sell, keep remotely, liquidate). This article focuses on the first option—the one that generally generates the most immediate value and allows for the cleanest exit.

Selling your French company before expatriating is not a trivial operation. It requires 12 to 24 months of preparation, involves crucial tax decisions, and can result in a 30% to 100% difference in final valuation depending on the quality of the preparation. This guide provides you with the complete strategy to successfully carry out this operation in 2026 and finance your new life in Paraguay with optimized capital.

Why sell before leaving: the 5 main reasons

1. Receive immediate capital

Selling transforms a "paper" professional asset (shares or stocks) into immediate cash. For a director who has built a profitable company for 10 or 15 years, this can represent several hundred thousand, or even several million, euros. This capital becomes the financial leverage for your new life in Paraguay: real estate purchases, investment portfolio, financing new projects.

2. Avoid the complexity of being a remote director

Maintaining a French company while living in Paraguay is legally possible but operationally complex: appointing a General Manager in France, restructuring governance, constant vigilance on "effective management" issues, and ongoing French accounting and tax obligations. Selling frees you from all of this and allows you to turn the page cleanly.

3. Benefit from French tax allowances

Several tax allowances can significantly reduce the taxation on capital gains from the sale. Notably, the enhanced allowance for retirement (up to €500,000 allowance) if you meet the conditions. These allowances only apply if you are still a French tax resident at the time of the sale — hence the advantage of selling before leaving.

4. Simplify the exit tax

If you sell before leaving, you do not trigger the exit tax on the shares sold (since there are no more latent capital gains — they have been realized and taxed). This way, you avoid all the pitfalls and obligations of the exit tax that we detailed in our guide on exit tax pitfalls.

5. Maximize valuation

A sale prepared with a strategic buyer typically generates 20 to 40% more value than a rushed or poorly negotiated sale. This difference can represent hundreds of thousands of euros. Preparing the sale takes time, but this time is largely offset by the additional valuation obtained.

Step 1: Evaluate the true value of your company

Valuation methods

There are several valuation methods, each adapted to a type of company:

  • Multiples method (EBITDA, Revenue): widely used. A sectoral multiple is applied to EBITDA or recurring revenue. For example, a service SME can be worth 4 to 8 times its EBITDA depending on the sector, growth, and revenue recurrence.
  • DCF (Discounted Cash Flows) method: projection of discounted future cash flows. More complex but more precise for companies with high growth potential.
  • Asset-based method: value of the company's net assets. Suitable for companies with a strong asset component (real estate, equipment, inventory).
  • Transactional comparables method: comparison with recent sales of similar companies in the same sector.

The best approach is to combine several methods to obtain a credible valuation range. A professional appraiser or M&A firm can perform this work for €3,000 to €8,000, and it is an essential investment.

Factors that boost valuation

  • Revenue recurrence: long-term contracts, subscriptions, loyal customers
  • Client diversification: no single client accounts for more than 15-20% of revenue
  • Established team: company can operate without the executive
  • Demonstrable growth: 3-5 year history of steady growth
  • Healthy margins: EBITDA greater than 15-20% of revenue
  • Documented processes: the company is not dependent on non-transferable personal know-how
  • Established brand: reputation, online presence, identified customer base

Factors that hinder valuation

  • Excessive concentration on a few clients
  • Executive essential to daily operations
  • Erratic or declining margins
  • Ongoing litigation, tax procedures
  • High indebtedness
  • Poorly kept accounts or delayed declarations
  • Blurred market image

Step 2: Prepare the company for sale

"Due diligence ready"

A sale involves a due diligence phase during which the buyer thoroughly examines the company: accounts for the last 3-5 years, client contracts, supplier contracts, tax and social compliance, intellectual property, litigation, human resources, real estate ownership. If the documentation is disorganized, the valuation drops, and the buyer may withdraw.

Preparation for the sale involves organizing all these elements:

  • Certified annual accounts up to date
  • All client and supplier contracts documented and accessible
  • Perfect tax and social compliance (URSSAF, taxes, VAT)
  • Inventory of assets (equipment, intellectual property, trademarks)
  • Documentation of operational processes
  • Resolution of any ongoing litigation
  • Updating legal registers (RCS, AGE, statutes)

Optimize accounts for recent fiscal years

Buyers primarily look at the last 3 fiscal years to assess profitability and growth. In the 24 months preceding the sale, it is often strategic to:

  • Limit the executive's "personal" expenses (car, restaurant, travel) to show maximum profitability
  • Avoid heavy investments that temporarily depress the results
  • Secure recurring contracts with key clients
  • Formally document commercial growth

This accounting optimization is not manipulation—it's presentation. You show your company in its best light, just as you would present your home to buyers by tidying and repainting it.

Step 3: Find the right buyer

Possible buyer profiles

  • Strategic competitor: often willing to pay a premium for market share, customers, or know-how
  • Investment funds / private equity: seek profitable SMEs with growth potential, pay cash but negotiate hard
  • Internal manager (MBO): buyout by a key executive of the company—often simpler to finalize, but sometimes lower valuation
  • Individual buyer: independent entrepreneur looking to buy an existing business—good option for modest-sized SMEs
  • Holding / group: portfolio company that adds your activity to its group

How to maximize competition among buyers

The golden rule of any sale: never just one buyer. The presence of several candidates mechanically drives up prices. To create this competition:

  • Identify 5 to 10 potential buyers before any contact
  • Work with an M&A firm that has a network of qualified buyers
  • Prepare an attractive and professional information memorandum
  • Launch the process in parallel with all candidates
  • Impose a tight schedule that creates a sense of urgency
  • Drive up bids to get the best offer

M&A firms: essential for significant transactions

For a company valued over €500,000, hiring a professional M&A firm is generally very cost-effective. Their fees (typically 3 to 7% of the transaction) are largely offset by the higher valuation obtained, legal security, and time saved. They manage the entire process: buyer search, negotiation, due diligence, contracting.

Step 4: Structure the transaction for tax purposes

Sale options

  • Share sale: you sell your shares. The company continues with a new owner. This is the most common option and generally the most tax-advantageous.
  • Business asset sale: the company itself sells its assets (clientele, equipment, brand) to the buyer. More complex and generally less tax-favorable.
  • Contribution-sale under a holding company: advanced mechanism allowing for tax deferral (article 150-0 B ter of the CGI). Very interesting if you want to reinvest the proceeds of the sale.

Capital gains tax

Capital gains from the sale of shares are taxed at 30% PFU (12.8% income tax + 17.2% social contributions) for a French tax resident. However, several allowances may apply:

  • Enhanced allowance for retirement: up to €500,000 allowance on capital gains, under strict conditions (age, duration of activity, total cessation). The executive must retire within 2 years preceding or following the sale.
  • Allowance for holding period: applicable in certain cases for shares acquired before 2018 (optional progressive scale regime).
  • Deferred taxation regime (contribution-sale): if you contribute your shares to a controlled holding company before the sale, taxation is deferred under reinvestment conditions.

The choice of the optimal tax structure depends on your personal situation, the age at which you sell, the value of the sale, and your post-sale objectives. A specialized tax advisor is essential to identify the best strategy.

Comparative calculation

Let's take a 52-year-old executive who sells their SAS for €2 million, with an initial share capital of €10,000 (thus a capital gain of €1,990,000):

Scenario Capital gains tax Net after tax
PFU 30% without allowance ~€597,000 ~€1,403,000
PFU 30% with retirement allowance (€500,000) ~€447,000 ~€1,553,000
Optimized contribution-sale (60% reinvestment) ~€239,000 (partial deferral) ~€1,761,000

The difference between an unoptimized strategy and a well-prepared strategy represents more than €350,000 in this example. This is the real stakes of upfront tax preparation.

Step 5: Coordinate with your relocation to Paraguay

Optimal timing

Here is the ideal sequence:

  1. T-24 months: Decision to sell, comprehensive company audit, choice of M&A firm
  2. T-18 months: Company preparation (organization, accounting optimization, documentation)
  3. T-12 months: Launch of the sale process, identification of buyers, information memorandum
  4. T-9 months: Negotiation, due diligence, buyer selection, letter of intent
  5. T-6 months: Signing of the memorandum of understanding, initiation of steps for Paraguayan tax residency in parallel
  6. T-3 months: Closing of the sale, receipt of payment
  7. T-1 month: Notification of departure to the French tax authorities, final preparations
  8. Day D: Departure to Paraguay with optimized capital

What to do with the capital received?

You arrive in Paraguay with significant capital. Several options are available to you:

  • Real estate investment in Paraguay: gross returns reach 6 to 9%, and the market is growing strongly. See our guide to real estate investment in Paraguay.
  • International financial portfolio: via your new bi-currency bank account or an international broker (Interactive Brokers). 0% tax on foreign capital gains in Paraguay.
  • Creation of a Paraguayan holding company: structure your assets optimally (see our holding company guide).
  • Investment in a new activity: Paraguayan SRL or American LLC to start a new entrepreneurial project with optimized taxation.
  • Geographic diversification: distribution of capital across several jurisdictions to optimize security and return.

Pitfalls to avoid in the sale

Selling in a hurry

"I want to leave in 3 months, I'm selling now" guarantees an undervalued sale. Without competition among buyers, without company preparation, without tax optimization, you leave 30 to 50% of the value on the table. Anticipate at least 12 to 18 months.

Underestimating selling costs

Beyond capital gains tax, the sale generates several costs: M&A firm fees (3-7%), legal fees, audits, asset and liability guarantees. Overall, expect 5 to 10% of the sale price in costs. This should be included in your net calculation.

Poorly negotiating asset and liability guarantees

Every buyer demands asset and liability guarantees (GAP) that protect them against hidden liabilities (litigation, tax adjustments, HR issues) discovered after the sale. If poorly negotiated, these guarantees can oblige you to compensate the buyer for up to several years after the sale—even if you are settled in Paraguay and want to turn the page. Cap these guarantees (in amount and duration) with the help of a specialized lawyer.

Forgetting the consequences for employees

If you have employees, their situation must be protected. Employment contracts are, in principle, automatically transferred to the buyer (Article L. 1224-1 of the Labor Code). But their fate post-sale (maintenance of conditions, restructuring, voluntary departure plan) is a sensitive issue that can influence the valuation.

Not anticipating coordination with Paraguay

Many executives sell their company without preparing for their relocation to Paraguay. As a result, they receive the capital, pay French tax as French residents, then delay their departure and remain under French taxation for months or years before deciding. They thus lose all the benefits of the operation. The sale and expatriation must be coordinated in time.

The complete ecosystem for executives selling and leaving

Case Study: A Concrete Example of Optimized Sale

Marc, 56, founding director of a B2B consulting firm based in Lyon, employing 8 people and generating €1.2 million in annual revenue with an EBITDA of €350,000, decides to move to Paraguay and sell his business.

The operation in figures

  • Initial valuation (self-assessment): ~€1.2 million
  • Valuation after preparation and competitive bidding (4 buyers): €2.1 million
  • Taxable capital gain: ~€2 million
  • Tax optimization (retirement allowance + adapted structure): actual tax ~€380,000
  • Net after sale and expenses: ~€1.55 million

Using capital in Paraguay

  • Purchase of a premium 3-bedroom apartment in Asunción: ~USD 250,000
  • Investment in 2 rental apartments: ~USD 300,000 (net yield ~7%)
  • Diversified international financial portfolio: ~USD 700,000
  • Cash reserve to start a new international consulting business (US LLC): ~USD 200,000

The result at 18 months

Marc lives comfortably in Asunción with a monthly budget of USD 4,000, generates ~USD 50,000/year in Paraguayan rental income (taxed at 10%), receives ~USD 35,000/year in international dividends (0%) and bills ~USD 100,000/year via his US LLC for his international consulting activity (0%). This results in a total annual income of approximately USD 185,000 with an overall tax rate of less than 5%. And his wealth continues to grow thanks to his well-structured investments.

Compared to his pre-sale situation (€200,000 in income in France with 60% in deductions), Marc has tripled his net annual income while working half as much. And his wealth of €1.55 million is now out of reach of French inheritance tax for his children.

Conclusion: A well-prepared sale is worth a lifetime of patience

The sale of your French company before expatriation is probably the most important financial operation in your life as a manager. It can transform 15 years of work into capital that finances your new life in Paraguay and secures your family for decades to come. But this operation cannot be improvised — it must be prepared, structured, and optimized.

The triple gain to aim for: maximum valuation through preparation and competitive bidding among buyers, optimized taxation thanks to allowances and adapted legal structures, and perfect coordination with your installation in Paraguay to immediately benefit from the new tax framework. When these three elements are aligned, you transform professional wealth into sustainable financial freedom.

The key factor is anticipation. Give yourself 18 to 24 months between the decision to sell and the actual departure. Invest in the right experts (sale firm, tax specialist, Paraguay team). And accept to take your time to do things well. It is this time that transforms an ordinary sale into an exceptional operation.

Do you want to sell your French company and move to Paraguay under the best conditions? Contact our team to start coordinating your project. We orchestrate your Paraguayan installation in conjunction with your French advisors for the sale. Your freedom begins with an optimized sale.

Back to blog

A question? Write to us