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Largillière Finance - 10 March 2023

“Business transfers: it’s time to remove the French blockage” – Paul Bougnoux’s article

The temptation of “quiet quitting”, the propensity to put one's priorities elsewhere than at work, is no longer confined to salaried employees. As we see every day, the health crisis is driving entrepreneurs to introspection. Between inflation, supply and recruitment difficulties, more and more of them - and often well before retirement age - are thinking of handing over their businesses to enjoy the deserved fruits of their labours. But not all of them succeed. In the absence of a French buyer, they may be tempted to turn to a foreign buyer. In such cases, there is a risk that the foreign buyer will relocate the business, with consequences for employment and the de-industrialization of the region.

 

And quiet quitters still have time to think and act. This is less the case for managers who feel it's “too early to think about it”. And yet, this category of the population is ageing. In France, a quarter of them are over 60, and 11% are over 66. It's important to remember that passing on a business takes time and preparation, whether within the family circle (17% of cases in France, compared with 56% in Germany and 70% in Italy) or outside it. And after the age of 65, the probability of transmission drops sharply.

The phenomenon is likely to have several repercussions. There is a real risk that the number of structures put up for sale, but rendered less innovative by the age of the captain, will swell. The competitiveness of our productive fabric could suffer from too many SMEs and ETIs suffering from under-investment. Not to mention the prospect of certain retirements leading to the outright disappearance of companies - 17,000 cases every year.

As we can see, the situation regarding business transfers in France remains worrying. According to the latest figures from Observatoire BPCE, the number of business transfers is steadily falling, from 45,815 in 2010 to 31,300 in 2020. Ensuring the smooth flow of these transactions is a major challenge. France needs to see its SMEs grow, so that they can become mid-sized companies, essential to its economic performance and the recovery of its trade balance. Keeping our companies in their home territories guarantees their vitality. It's also a question of preserving know-how and economic sovereignty.

We need to change the whole framework of the transfer process to remove any obstacles. Starting with better information for entrepreneurs. Last year, 41% of them had no knowledge of the required process. In this context, how can we encourage anticipation? Support schemes and the nature of the people involved - CCIs and investment banks in particular - need to be better known by those concerned, who find it hard to get a real idea of the market.

We also need to tackle the complexity of procedures. Take, for example, the Dutreil pact, an essential tool for family transfers, but which has undergone numerous changes since the 2000s. Originally created to help companies stay in France, it is far from resolving all the issues that arise. The obligation for shareholders to enter into retention agreements can penalize external growth operations. And the legal instability that surrounds this pact creates difficulties, particularly when it comes to the tax authorities' assessment of the company.

Taxation is the third area that needs to be tackled to make transfers more fluid. For sellers, the bill remains high, whether they opt for flat tax or progressive capital gains tax. Here again, complexity is the order of the day.

Clarify, simplify, lighten: these are the three conditions we need to ensure the long-term survival of our SMEs and the development of our ETIs. And we need to act now if we want to stay in the race and boost employment in our regions.

With offices in Paris, Lyon, Nantes, Brussels and Geneva, Largillière Finance is an independent investment bank dedicated to assisting managers and shareholders of small and medium-sized companies with their capital transactions: company sales and acquisitions, financing (capital and/or debt), financial engineering (valuation, etc.) and financial strategy.

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