Partial sale with reinvestment: sell and stay invested

How a partial sale works

You sell the majority of the shares. The investor thereby also takes on responsibility for financing and acquisitions. You keep your stake either directly in your company or in the group’s holding company. In the second case, you also participate in the businesses that join later.

A worked example

Simplified: no debt, no tax and no change in the shareholding from later capital increases. Whether and how much the value rises depends on how the business develops. A stake can also lose value.

Who a partial sale suits

• You want to secure a large part of your wealth but are not ready to let go completely.
• You want to grow faster with capital and support, for example through acquisitions.
• You are planning your succession step by step and want to support the new management for a few more years.

Say in decisions and rights

What you decide on as a minority shareholder is set out in the shareholders’ agreement. Typical provisions are:

• A seat on the board of directors or advisory board and regular information on performance.
• Consent to important decisions, for example capital increases or larger acquisitions.
• Pre-emption rights, so that no unknown third parties become shareholders.
• Tag-along right: if the investor sells its shares, you can sell yours on the same terms.
• Drag-along obligation: if the whole group is sold, you sell on the same terms too.
• Rules for leaving, for example who buys your shares and at what price.

How you benefit from your stake

If the group distributes profits, you receive your share as a dividend. You can later sell your shares to the investor, to fellow shareholders or together with the investor when the group is restructured. Even then it is often possible to stay invested again. We set out in the shareholders’ agreement from the start when and on what terms this is possible.

Tax on a partial sale

In Switzerland, the gain from selling privately held shares is generally tax-free, and this also applies to the part you sell. If you reinvest through a holding company, have the structure checked in advance by your tax adviser. Key terms are indirect partial liquidation and transposition. Dividends on your remaining stake are taxable as income, but only partially if you hold at least 10 per cent.

Frequently asked questions