In recent years, more and more entrepreneurs have considered introducing a holding structure before selling their company. The rationale is clear: optimize taxation, separate assets and make the overall structure more efficient.

However, the relationship between a holding structure and a company sale is more complex than it may appear. In some cases, it creates real value. In others, it introduces rigidity, costs and complexity that can negatively impact the transaction.

Understanding when it actually makes sense to introduce a holding before a sale is therefore a strategic decision, not just a tax one.

Why this topic is increasingly relevant

This consideration typically arises from three main drivers:

• the intention to optimize taxation on the sale
• the need to separate non-operating assets, such as real estate or financial investments
• the desire to present a cleaner and more structured business to potential buyers

In the SME segment, the corporate structure is not evaluated only for its tax efficiency, but for how it improves the clarity of the business and its transferability.

When a holding structure creates value

Asset separation

A holding structure can be useful when there is a need to separate business operations from non-core assets.

It allows to:

• clearly define the perimeter of the transaction
• isolate real estate or non-operating investments
• improve transparency for potential buyers

Buyers are not interested in acquiring everything, but only what is consistent with their strategic objectives.

However, this separation must be handled carefully. Intercompany relationships that are unclear or not aligned with market conditions can become critical issues during due diligence.

Dividend and participation management

A holding can simplify the management of dividends and shareholdings, especially in groups with multiple operating entities.

In some transactions, particularly with financial investors, it may also support reinvestment structures in the acquiring entity.

Preparation for growth and acquisitions

In more structured contexts, a holding company can serve as a platform for acquisitions or for bringing in external investors.

In these cases, the structure is designed for long-term industrial development, not specifically for a sale.

When a holding structure complicates the sale

Timing issues

Setting up a holding shortly before a sale is one of the most common mistakes.

Many tax benefits, such as the participation exemption (PEX) regime, require specific conditions, including a minimum holding period and structural consistency over time.

Changes implemented shortly before a transaction may not produce the expected benefits and may attract scrutiny, especially if they lack a clear economic rationale.

It is important to distinguish between:

• structures built over time with a clear purpose
• last-minute interventions driven mainly by tax considerations

These two situations are perceived very differently by the market.

Increased complexity for the buyer

For many buyers, especially industrial ones, a holding structure can increase complexity if it is not part of a clear and well-defined framework:

• multiple corporate layers
• more complex contractual arrangements
• intercompany risks

If there is no clear and documented rationale, complexity is perceived as risk, and risk directly impacts pricing.

Costs and rigidity

A holding structure introduces:

• administrative and compliance costs
• more structured governance
• formalized financial flows

If these elements are not aligned with a clear strategy, they can become a burden rather than an advantage.

The role of the buyer profile

Corporate structure is interpreted differently depending on the type of buyer:

• industrial buyers typically value simplicity and operational clarity
• financial investors focus on governance and scalability
• entrepreneurial buyers often prefer straightforward and easy-to-manage structures

There is no universally “right” structure, only one that is coherent with the type of buyer being targeted.

Holding structure and valuation: what really changes

A holding structure does not automatically increase the value of a company.

Value is driven by:

• quality of revenues
• transferability of the business
• perceived risk
• strategic fit with the buyer

The corporate structure only has an indirect impact, as it influences complexity and risk perception.

Governance: a frequently overlooked aspect

A holding structure can simplify a transaction, for example by having a single selling entity. At the same time, it can complicate execution if multiple layers or shareholders are involved.

Alignment among shareholders, clear decision-making processes and well-managed approval steps become critical, especially in the final stages of the transaction.

When does it make sense to create a holding before a sale?

Before setting up a holding, it is useful to answer three key questions:

• What is the industrial or financial objective?
• What is the time horizon?
• Is it aligned with the type of transaction being considered?

If the answer is purely tax-driven and the timing is close to the sale, the risks are significant.

Conclusion: a holding is a tool, not a solution

A holding structure is not a shortcut to increase value. It is a tool that works only when it is part of a clear and well-defined strategy.

In the sale of an SME, what truly matters is making the business understandable and transferable.

Everything else risks becoming an obstacle rather than an advantage.