A Liège craftsman in the fine metalwork sector, 61 years old, contacts us in spring 2025. Decision made: sell. Two potential buyers identified, no legal preparation. He thought he'd wrap up "in a few weeks". The sale finally took seven months — and earned him <strong>28% more</strong> than his first estimate.
The starting situation
An SRL holding a business, a leased workshop, five employees, stable turnover around €480,000, a loyal but poorly formalised B2B clientele (few framework contracts, many recurring purchase orders).
The two potential buyers were both in the sector: a larger direct competitor, and a former collaborator wanting to set up on his own. The "counter" price advanced by both: around €220,000, corresponding to about 1.5 years of EBITDA.
What the preparatory audit revealed
Three areas to rework before opening any formal negotiation:
The commercial lease: it was expiring in eighteen months, without a clearly established automatic right of renewal. An informed buyer would have negotiated the price down, banking on this risk. We obtained from the landlord a formalised nine-year extension, with a purchase option on the premises — which directly enhanced the goodwill.
Client relationships: seven of the ten main clients (i.e. 60% of turnover) ordered without a framework contract, on simple habit. Business transfer does not automatically transmit the commercial relationship. We conducted a discreet "defensive contractualisation" campaign: offering key clients a 24-month framework contract "to formalise our partnership". Six out of seven signed. The transferred business immediately gained in solidity.
Latent social liability: two employees were nearing retirement, with substantial upcoming severance. A third had an unresolved conflict history. These three situations were anticipated and integrated into the deal structure, rather than discovered in due diligence.
The deal structure
We opted for a share sale rather than a business sale — more favourable fiscally for the seller (capital gains regime on shares), and allowing the buyer to continuously take over all relationships (lease, clients, employees).
Final negotiated price: €282,000, payable €210,000 in cash and €72,000 in earn-out over 24 months indexed on turnover maintenance. Classic asset and liability warranty, capped at 30% of the price, two-year duration.
The three pitfalls avoided
First: not going into an oral negotiation between industry professionals without a plan. A prepared legal framework immediately changes the balance of power.
Second: not confusing book value with market value. The business was valued on its ability to generate cash for the buyer, not on its accounting assets. It's contractual preparation (lease, clients, employees) that enabled this valuation, not tax planning.
Third: not neglecting timing. A rushed seller loses 15 to 25% of their price. Seven months of preparation were worth, for this file, about €60,000 in additional valuation.
The mission cost
About €12,000 all-in, monthly Excellence package + specific fees on the negotiation. On a gain of €60,000 compared to the first scenario, the return speaks for itself. But the essential isn't there: the manager left his company on the terms he wanted, without conflict, with a chosen successor and a reassured clientele. This is the type of outcome that structured legal support enables.