Business consulting
Restructuring & business succession
We support the restructuring and handover of your company. Together we clarify goals, shareholdings and responsibilities and develop a plan for the economic, tax and legal implementation.
Service area Business consulting
What matters to you
Many companies in South Tyrol are family businesses, and sooner or later the question arises of what comes next. Will the children take over, will employees buy in, or will the business be sold to an outside buyer? Each of these solutions needs lead time, clear agreements and a structure that suits the company.
Even apart from succession, it can make sense to reorganise a business, for example to separate operations from real estate, spin off parts of the business or set up a holding company. We look at such restructurings from a business and corporate law perspective and coordinate them with the tax advice.
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Plan succession in good time
A well-prepared handover usually begins several years before the actual transfer date. During this time, the successor can be trained, responsibilities transferred step by step and dependence on the senior owner reduced. At the same time, there is room to clarify the outgoing owner’s retirement provision and put the business into a form ready for transfer.
An open assessment is important: who should run the company, who should hold a stake, and how will siblings or other heirs who do not work in the business be taken into account?
- Handover within the family
- Takeover by existing management (management buy-out) or external managers (management buy-in)
- Sale to external buyers
- Gradual transfer, for example with retention of usufruct (usufrutto)
Balancing family and assets
Italian inheritance law provides a reserved share (quota di legittima) for close relatives. If the business is transferred to one child, the other forced heirs may later claim compensation. One instrument to create legal certainty is the family pact (patto di famiglia), which is concluded with the involvement of the family and with a settlement for the relatives who do not take over the business.
Shareholder agreements, articles of association clauses on pre-emption rights and succession to shares, and a written family constitution also help to avoid conflicts. Notarial implementation is carried out in coordination with the notary of your choice.
Valuation as a common basis
Whether it is a matter of buying out siblings, setting a purchase price for employees or negotiating with an external party: a transparent business valuation provides an objective basis for everyone involved. It also shows which assets are essential to the business and which, such as real estate or financial investments, can be treated separately.
Using restructuring in a targeted way
Company law offers various ways of reorganising a business: conversion (trasformazione), for example from a partnership into a corporation, merger (fusione), demerger (scissione) and the contribution of businesses or shareholdings (conferimento). This makes it possible, for example, to separate operating activities from real estate or to let branches of the family take over their own areas.
Each of these measures affects liability, creditors’ rights, contracts and employees, and must be aligned with the tax consequences. We plan the steps, prepare the necessary documents and coordinate implementation with the notary, banks and other advisers.
Step by step
How we work together
Stocktaking
We talk with you and, if you wish, with your family about goals, expectations and timing, and analyse the existing structure.
Develop options
We set out possible solutions with their financial, legal and tax consequences and value the business if needed.
Setting the roadmap
You choose the right solution. Together we define the steps, responsibilities and dates for implementation.
Support implementation
We prepare contracts and resolutions, coordinate the notary and banks and support the transition phase up to completion.
Frequently asked questions
Answers on succession, family interests and corporate structure.
When should I start succession planning?
Ideally several years before the planned handover. This leaves time to train the successor, adapt the structure and make use of tax planning options without pressure. Provision should also be made early for unexpected events such as illness.
How are siblings who do not take over the business taken into account?
They can be taken into account, for example, through compensation payments, other assets or a minority shareholding. The family pact (patto di famiglia) offers a way to make such arrangements binding while taking the forced heirship share into account.
Does the legal form need to change for a handover?
Not necessarily. Sometimes, however, a conversion or restructuring makes the handover easier, for example where several successors are involved or real estate is to be held separately from the business. We assess on a case-by-case basis whether this makes sense.
What happens if there is no successor in the family?
In that case, a sale to employees, to another company or to an investor may be considered. We support you with the valuation, preparing the business and guiding the negotiations through to signing.
How can we help you?
In the initial meeting, we clarify your request and discuss what support you need.