Partial or Full Sale: Choosing the Right Route to Transfer Your SME

A preliminary question: how far do you want to go?

Before getting into the detail of the mechanisms, one question faces every business owner who starts thinking about transferring their company: do you wish to sell your entire shareholding, or would you rather keep a stake in the venture?

This distinction — full sale or partial sale — is fundamental. It determines not only the legal structure of the transaction, but also your future role in the company, your level of exposure to risk, and the way you will approach negotiations with a buyer.

There is no universally right answer. It all depends on your personal situation, your wealth objectives, your attachment to the company, and the time horizon you set yourself. This article offers a clear framework to help you see things more accurately.

The full sale: selling everything and moving on

What is it?

A full sale involves transferring 100% of the shares in your company to a buyer. Once the transaction is complete, you are no longer a shareholder. The buyer becomes the sole owner and takes the reins of the business.

Technically, this route can take different forms — a sale of Sàrl shares, a sale of SA shares, or sometimes a sale of assets. To better understand these structures, you can read our article on the difference between a share deal and an asset deal when selling an SME.

Who is it for?

A full sale is particularly well suited to business owners who:

• Are approaching retirement and wish to close this chapter of their professional life
• Have no identified family or internal successor
• Want immediate and complete liquidity
• Want to be free of all operational and shareholding responsibility
• Have other personal or professional projects that require their full availability

The advantages of a clean exit

A full sale offers legal and financial clarity that few other structures can match. Its main advantages include:

• Immediate liquidity: you receive the sale proceeds in one go (or according to the agreed terms), allowing you to reallocate that capital according to your priorities.
• An end to entrepreneurial risk: you are no longer exposed to the ups and downs of the business, to future management decisions, or to any difficulties the company may face.
• Simple governance: there is no need to manage a coexistence between several shareholders with potentially diverging interests.
• Clarity for the buyer: a 100% sale is often easier for the buyer to finance and structure.

The partial sale: selling part of the share capital

The different forms of partial sale

A partial sale covers several distinct situations that need to be clearly distinguished:

• A majority sale with a retained minority stake: you sell, for example, 70% of the share capital and keep 30%. The buyer takes control, but you remain a minority shareholder.
• A staged sale: you sell the share capital in several tranches spread over time, according to a schedule defined in advance.
• Bringing in a partner: an investor or buyer acquires a minority stake in the company, without you losing control at the outset.

Who is it for?

A partial sale is aimed at business owners who wish to start a transition without an abrupt break: those who still want to be involved in the company for a few more years, those who believe in its future growth potential, or those who want to secure part of their wealth while staying in the game.

The motivations behind a partial sale

Why not sell everything straight away? The reasons are often multiple and legitimate:

• Securing part of your wealth without leaving entirely: selling 60% or 70% lets you monetise a significant share of the value created, while retaining exposure to the company's future valuation.
• Supporting the transition: your continued presence as a shareholder can reassure staff, customers and partners, making the handover of control easier.
• Still believing in the company's potential: if you expect the value of your company to grow under the new buyer's leadership, keeping a stake allows you to benefit from that appreciation.
• No urgency to exit completely: some business owners do not yet feel the need for a complete break, but want to lighten their load while staying involved.

The practical implications of a partial sale

Governance and the shareholders' agreement

As soon as you share ownership with another shareholder, the rules of the game must be clearly set out in writing. The shareholders' agreement is the central tool for this coexistence. It sets out in particular:

• Voting rights and the decisions reserved for a qualified majority
• Pre-emption rights in the event of a resale of shares
• Co-sale (tag-along) and forced-sale (drag-along) clauses
• How the remaining stake will be valued in a subsequent sale

The role of the minority seller and the exit horizon

As a minority shareholder, your role can take different forms: board member, consultant, or simply a passive investor. It is essential to define from the outset what your level of operational involvement will be and for how long.

The question of when you will exit the remaining stake is equally crucial. By what date do you wish to sell the remaining shares? On what terms? Ideally, these points should be anticipated in the initial agreements. Our article on the post-sale transition period and the seller's role after signing will give you further insight into these issues.

Points to watch in a partial sale

A partial sale can be an excellent option, provided you anticipate its pitfalls:

• Alignment of interests: your objectives and those of the new majority shareholder must converge. A strategic divergence can quickly create tension within the governance.
• The valuation of the remaining stake: the value of your residual shares will depend on the company's performance under new management. This uncertainty is a risk to be fully weighed up.
• Dependence on the buyer: as a minority shareholder, you lose control over operational and strategic decisions. Your ability to influence is limited.
• Clarity of the initial agreement: any vagueness in the shareholders' agreement or in the exit terms for the remaining stake can lead to costly disputes. Legal rigour is non-negotiable here.

When a full sale is the simplest and clearest option

In a number of situations, a full sale stands out as the solution most consistent with your objectives:

• You are approaching retirement and want a clean break from your professional life
• There is no natural successor within the family or the management team
• You want to devote your energy to other projects without being held back by shareholder obligations
• Your health or personal circumstances call for a quick and final decision
• You believe the company has reached its optimal value and that the time to sell has come

In these cases, a full sale offers legal and emotional security that few other structures can provide. The chapter is closed, cleanly and definitively.

The letter of intent (LOI) is often the first formal step in this process. To better understand this key document, you can read our article on what a letter of intent contains when selling an SME.

Vendre-Entreprise.ch's position: a response tailored to your route

At Vendre-Entreprise.ch, we are a direct buyer of SMEs in French-speaking Switzerland. This means we act as the acquirer — not as an intermediary — which allows us to give you a concrete and rapid response.

We are able to consider both a full acquisition and a partial acquisition, depending on your transfer plans. If you wish to sell your entire shareholding and move on, we can provide you with a letter of intent (LOI within 72 hours of our first conversation). If you prefer a gradual transition, retaining a minority stake and supporting the acquisition, we are equally open to examining that kind of structure.

Our priority is to understand your situation, your objectives and the specific features of your company in order to propose a suitable approach — without pressure, and in complete confidentiality.

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Disclaimer: This article is a simplified overview for educational purposes. It is in no way a substitute for personalised legal, tax or financial advice. Every business transfer is unique: we recommend that you consult qualified professionals — lawyer, notary, tax adviser — before taking any decision relating to the sale of your company.