Business Succession & MBO in Belgium

The four key challenges of an internal succession: reconciling personal, family and financial objectives?

A family succession or an MBO is not simply a matter of passing the baton: it is about ensuring the continuity of a life’s work and entrusting it to the best possible hands.

At the intersection of personal and wealth-related considerations, these are the key questions business owners ask themselves – and to which we aim to provide practical answers.

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This is one of the main challenges of family succession. Favouring the successor may create tensions between heirs, while placing too great a financial burden on them to compensate their siblings may put the business under pressure. We design bespoke legal and wealth-planning structures that give the successor sufficient flexibility while ensuring fairness among your heirs.

In most cases, internal buyers do not have sufficient equity to match the price offered by a third-party buyer. The solution does not lie in compromising on your price, but in financial engineering. By putting the appropriate financing structures in place, we make the transaction possible without requiring you to compromise the value of your assets.

The current owner’s emotional attachment, the buyer’s actual repayment capacity and purely accounting considerations rarely align on their own. Our role is to provide an objective, technically robust and well-substantiated valuation. A legitimate value accepted by all parties is the best safeguard against future tensions.

An internal succession often involves accepting specific payment terms, such as a vendor loan, or retaining a minority shareholding during a transition period. We structure the transaction to safeguard your personal liquidity and future wealth strategy, allowing you to approach the post-succession period with complete peace of mind.

Financial and legal engineering in support of your project

To address these challenges effectively, an internal succession relies on rigorous structuring tools. The objective is to ensure business continuity by entrusting the business to people who already understand how it operates, while optimising the structure of the transaction.

Our M&A firm has expertise in all the complex mechanisms required to secure your transaction:

Financing structure and funding mix: We build a balanced financing structure combining an equity contribution, bank financing through senior debt and, where appropriate, a vendor loan or subordinated debt, without placing excessive pressure on the company’s future cash flow.
Acquisition holding company & LBO (Leveraged Buy-Out): Setting up an acquisition holding company allows the financing mix to be centralised, bank leverage to be tailored to the company’s repayment capacity, and the overall tax structure of the transaction to be optimised.
SPV — Special Purpose Vehicle: Establishing a dedicated entity makes it possible to separate the financial transaction from the company’s existing operations.
Shareholders’ agreement: An essential legal tool for securing future governance, setting out the successor’s powers and organising relations with potential investors or minority shareholders.

Why entrust your business succession or MBO mandate to Fondaris?

Working with our M&A firm gives you access to financial, legal and human expertise.

Our DNA: Our firm’s history is deeply rooted in the family business sector (our former name was Family Business Transmission). We have a particular affinity for internal successions. Whether the business is being passed on to a family member or a trusted employee, we are committed to putting our experience at the service of your business continuity.
A comprehensive and balanced approach: Fondaris takes into account the financial, wealth-related and emotional dimensions of the succession in order to build a sustainable solution.
Specialist business valuation expertise: We determine a fair value that is acceptable to the seller and compatible with the successor’s financial capacity to complete the acquisition.
Managing relationship risks: We provide an objective and neutral perspective to maintain dialogue and prevent conflict within the family or the business. Several members of our team are accredited mediators, and our work is consistently guided by respect and active listening.

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In which situations does business succession apply?

Passing the business on to a family member.

Business Succession

Organising a management buy-out (MBO) by one or more managers.

Business Succession

Preparing my succession without any predetermined solution.

Business Succession

Subsidies available in Wallonia and Brussels

Are you an SME based in Wallonia?

Fondaris is an approved service provider under the Chèques Entreprises – Transmission scheme. This programme allows eligible businesses to receive professional support, with financial assistance from the Walloon Region covering up to 75 per cent of consultancy fees, subject to a maximum contribution of €15,000.

Check my eligibility for the ‘Chèques Entreprises’ scheme (Walloon Region)

Are you an SME based in the Brussels-Capital Region?

Fondaris can help you access the ‘Prime Cession ou Reprise’ scheme managed by Bruxelles Économie et Emploi. The scheme covers 60 per cent of the costs associated with a consultancy assignment, whether it involves an assessment, legal or tax preparation, or a business valuation, subject to a maximum contribution of €7,500.

Check my eligibility for the Sale or Takeover Grants (Brussels Region)