Preparation
Selling a real estate company: the mistakes that cost the most
Most sellers sell a real estate company only once in their lives. The buyer across the table often does it every month. That asymmetry explains most mistakes. Here are the most common, and how to avoid them.
Negotiating alone against a professional
An experienced buyer knows the valuation methods, the usual clauses and the points on which sellers give way easily. Negotiating alone, without knowing these practices, means accepting an information gap that is paid for in the price and in the terms.
Accepting the first offer
The first offer often anchors the whole discussion. Without a point of comparison, there is no way to know whether it is fair. Putting several buyers in competition, or at the very least testing an offer against an independent valuation, changes the balance of power.
Confusing the value of the buildings with the value of the shares
The price of the shares is not the value of the buildings: debts, all or part of the latent tax and the buyer's margin are deducted from it. A seller who arrives with the value of the properties in mind will be disappointed, and the negotiation will start on a misunderstanding. The latent tax is often the most important line in the negotiation; not knowing its order of magnitude leaves the buyer free to set the deduction alone. How a buyer values your shares.
Arriving with an incomplete file
Every missing document lengthens due diligence, and every grey area turns into a lower price or a heavier guarantee. A complete file from the outset is one of the simplest levers a seller has. The checklist of documents a buyer will ask for.
Looking at the price and neglecting the terms
Two offers can differ far more in their terms than in their price: financing, conditions precedent, liability guarantee, timing. Taking the highest without reading the rest is one of the costliest mistakes. How to compare offers.
Granting a long exclusivity too early
Once exclusivity is granted, you can no longer negotiate with anyone else. Granting it for a long period, before the offer is solid and the financing confirmed, leaves the buyer free to reopen the discussion just when you have no alternative left.
Leaving personal guarantees until last
The release of your sureties and personal guarantees depends on the bank, not on the buyer. If it is not obtained by signing at the latest, you remain committed on a loan whose debtor you no longer control. This must be anticipated from the start. What happens to your directorship and guarantees.
Leaving disagreements between shareholders for later
A buyer almost always wants all of the shares. If the shareholders do not agree among themselves, the sale stalls at the worst moment, often in front of the buyer. These questions are best settled before the process starts. Selling with several shareholders.
Not documenting the value at 31 December 2025
Since 2026, in principle only the gain built up after 31 December 2025 is taxed on a sale of shares. For unlisted shares, failing a transaction or a put option, the law sets that value by a flat formula (equity plus four times EBITDA) which, for a real estate company, often gives a value well below reality, and therefore a higher taxable gain. A valuation by a company auditor or a certified independent accountant can replace it, provided it is established no later than 31 December 2027. The regime is explained here.
This article sets out general principles, as at 22 September 2026. It is not personalised legal, tax or financial advice. The valuation of your company should first be established with your certified accountant (comptable-fiscaliste or expert-comptable certifié); I step in from there. The tax value of your shares at 31 December 2025, for its part, follows its own statutory rules, described above.