June 23, 2025

Tax-Savvy Selling: Getting Exit-Ready the Right Way

Selling a business is a complex endeavor—strategically, operationally, and above all, from a tax perspective. In many cases, serious tax preparation only begins once a concrete offer is on the table, or the transaction process is already underway. But starting too late limits options, risks price reductions, and in the worst case, jeopardizes the deal.

A professional approach to tax exit-readiness needs to begin early. The goal is to identify, quantify, and ideally resolve or transparently disclose potential tax risks and optimization opportunities before the sale process starts. Buyers—especially strategic investors or private equity firms—expect a clean and well-documented tax position.

Key focus areas include:

  • Review and optimization of the tax structure (e.g. holding structures, fiscal unities, permanent establishments)
  • Identification and documentation of deferred tax liabilities or hidden tax risks
  • Treatment and usability of tax loss carryforwards
  • Evaluation and presentation of provisions, e.g. for tax audit exposures
  • Transfer pricing documentation and cross-border tax issues
  • Status of open tax procedures or audits.

Especially critical is the consistency between contractual and operational structures, and the tax documentation relating to ongoing business processes. These areas are of particular interest in the buyer’s tax due diligence.

Our conclusion:

Tax exit-readiness isn’t optional—it’s an essential part of every structured sales process. Companies that start early and prepare thoroughly not only gain the buyer’s trust but also avoid last-minute surprises or renegotiations—and secure a stronger negotiating position.
 

Authors
FOLLOW & CONNECT WITH A&M