Wealth
Diversify and secure
Secure part of the value created before a new investment phase, fund an outside project, prepare for retirement without leaving the business, or raise the cash for a gift or a diversified wealth allocation.
Owner buyout · Cash-out · Succession capital
OBO — Owner Buy-Out: monetise your business while keeping control
Is 70 to 95% of your personal wealth tied up in your company's shares, yet you want neither to sell it nor to keep carrying all the risk alone? An owner buyout (OBO) lets you sell some or all of your shares to an acquisition holding company that you control or co-control, take cash out, stay at the helm and reinvest in a new cycle of value creation. Collaboration Capital structures the transaction, sizes the debt, selects the lenders and, where needed, the private equity sponsor. For deals of EUR 5–200 million.
Published 13 September 2026 · 2026 French legal and tax framework
3
drivers of an OBO: personal liquidity, entrepreneurial continuity, gradual succession
3.0–4.5x
typical debt/EBITDA leverage, to be stress-tested sector by sector
6–9
months from diagnosis to completion
9
financial years over which the French Charasse amendment can apply
01 · What an OBO involves
What is an owner buyout and what need does it meet?
An owner buyout (OBO — in effect, buying your own company) is a succession capital transaction in which an owner-manager sells some or all of their shares to an acquisition holding company in which they reinvest and which they control, alone or alongside a financial investor. The holding company pays the price with equity and acquisition debt; the operating company generates the cash flows that, within the limits of its own needs and of the distribution rules, service that debt.
The owner is at once seller, reinvestor, manager of the operating company and often the controlling shareholder of the holding company. This overlap of roles makes the OBO a transaction in its own right, with a market price, debt and financing documentation — not merely a personal wealth-planning arrangement.
The three drivers of an owner buyout
Personal liquidity. Convert part of illiquid business wealth — often 70 to 95% of the owner's total wealth — into personal cash, without paying out a massive one-off dividend.
Entrepreneurial continuity. The owner stays operationally involved and, through their reinvestment (rollover), retains exposure to the future value of the business.
Gradual succession. Prepare, over several years, a full exit, the arrival of a successor, bringing management into the capital or the entry of a fund — rather than an abrupt, once-and-for-all sale.
The needs an OBO meets
Growth
Bring in a fund
Bring in a sponsor's equity to accelerate organic growth or an acquisition programme (buy-and-build), with a governance partner.
Shareholding
Reshape the shareholder base
Buy out a co-founder or a long-standing shareholder, bring key managers into the capital, recruit a successor and organise a gradual handover.
Governance
Professionalise before selling
Put in place a board, reporting and cash discipline that will add value to the business when it is sold in three to five years.
OBO vs LBO, MBO, cash-out and apport-cession: telling them apart
An OBO often combines several of these concepts: the owner sells one portion of their shares (a taxable cash-out) and contributes another to the holding company (the rollover, possibly under tax deferral). The tax treatment of each block must therefore be kept separate from the very first documents.
02 · The most common financial structure
Acquisition holding company, cash-out, rollover and debt: how an owner buyout is typically structured
The most common structure relies on an acquisition holding company (HoldCo), usually a French SAS (simplified joint-stock company), which acquires the shares of the operating company. The owner receives the price of the portion sold and reinvests some or all of its value in the holding company, in cash, by contributing shares, or through a mix of both.
A worked example: an OBO with a minority sponsor
An owner holds 100% of a B2B services company generating EUR 4.0m of normalised EBITDA, valued at 7.0x — EUR 28m of enterprise value — with no net debt. They want to secure part of their wealth while remaining the majority shareholder and staying active for five years. The holding company acquires 100% of the shares for EUR 28m; the owner receives the price and then reinvests EUR 7m; a sponsor puts in EUR 6m; senior debt finances EUR 16m; EUR 1m covers fees and minimum cash.
Where the value at exit comes from
After five years, with EBITDA up from EUR 4.0m to EUR 5.5m, an unchanged 7.0x multiple and net debt reduced from EUR 16m to EUR 5m, enterprise value reaches EUR 38.5m and equity value rises from EUR 13.0m to EUR 33.5m. At a constant multiple, value creation comes from two drivers: +EUR 10.5m from EBITDA growth and +EUR 11m from deleveraging. The value of the owner's rollover then depends on their actual stake and on the rights attached to the sponsor's shares.
The sizing principle. Debt is sized on the free cash flow actually available to the holding company — after tax, capex, changes in working capital, minimum cash, holding costs and distribution restrictions — not on the EBITDA shown in the teaser. The more cash the owner wants to take out without bringing in a sponsor, the larger the debt must be; yet it is precisely the debt that increases the risk of the structure. The ratios lenders look at (net debt/EBITDA, DSCR, interest cover) are set out on our page on the banking ratios lenders require.
03 · Safeguards for a successful OBO you can live with
Bankability, owner objectives, defensible valuation and stress tests
The key test is not the theoretical value of the business but its ability to generate cash sustainably after tax, capex, changes in working capital and growth needs. An OBO that extracts too much cash at completion weakens the very business it is meant to secure — and the owner who stays in charge pays the price.
Set the owner's objectives before valuing the business
Two OBOs of the same company can have radically different structures depending on whether the main objective is liquidity, succession, growth or protecting personal wealth. Six variables need to be settled, with a personal wealth and tax review run alongside the business plan:
Target net cash-out. How much does the owner really want to secure after tax and fees? Aiming for EUR 5m net is not the same as aiming for a EUR 5m sale price.
Rollover. What share of the proceeds do they want to reinvest in the holding company?
Control. Remain the majority shareholder, share control, or accept a minority position?
Horizon. Full exit in 3–5 years, long-term succession or staying on indefinitely?
Operational role. Active CEO, non-executive chair, gradual transition?
Succession. Internal management, a son or daughter, an external manager or a trade buyer?
A documented market valuation
In a related-party transaction, an excessive valuation artificially transfers value from the company to the owner; a valuation that is too low harms minority shareholders or distorts the sponsor's economics. Comparable transaction multiples, DCF on normalised cash flows, an asset-based approach — the methods are set out on our page on business valuation — where assets are significant, and reconciliation with the debt that can be raised: the method matters less than consistency and traceability. An independent valuation report is essential whenever the owner controls both the economic seller and the acquirer, or where there are minority shareholders who are not taking part.
Stress tests before signing
What the combined stress shows. A simultaneous fall in EBITDA, in the multiple and in the pace of deleveraging divides the value of the rollover by five. The OBO must therefore secure enough liquidity at completion for the owner not to depend solely on a second, favourable liquidity event. And after completion, the owner's reflexes change: dividends, investment and cash are no longer decided freely but together with the lenders, the covenants and any sponsor.
Go further
Let's scope your project in a 30-minute call.
Reply within 24 business hours
IOBSP ORIAS no. 25000696
Oops! Something went wrong while submitting the form.
The information collected is used solely to process your meeting request. You have the right to access, correct and delete it — see our legal notice.
04 · The parties involved
Who takes part in an owner buyout: owner, lenders, sponsor, advisers
An OBO involves fewer parties than a classic LBO, but the owner combines roles that are normally separate — hence the importance of independent advisers and of documentation that clearly distinguishes each hat they wear.
Initiator
The owner-shareholder and their family
Seller, reinvestor, manager of the OpCo, often the controlling shareholder of the holding company
Sets the objectives (net cash-out, rollover, control, horizon, succession). Their personal tax position — capital gain on sale, possible tax deferral on contributed shares — is an integral part of the structure.
Lenders
Banks and debt funds
Amortising senior debt, unitranche, mezzanine, working capital facility
Size the debt on free cash flow and require a pledge over the target's shares, subordination of shareholder loans and covenants on distributions, capex and borrowing. A sponsorless OBO is often financed by a club of several banks.
Investor
The sponsor, if there is one
Minority or majority private equity fund
Reduces bank leverage, funds buy-and-build and brings a board and reporting. In return: dilution and a defined liquidity horizon. Bpifrance, the French public development bank, frequently invests alongside regional funds.
Partial seller
Departing co-founder or shareholder
Where the OBO is used to reshape the shareholder base
May grant vendor financing or accept an earn-out. These instruments are subordinated to the bank debt and must be coordinated with the intercreditor agreement.
Adviser
Transaction and financing adviser
Collaboration Capital — IOBSP broker (French-registered intermediary in banking transactions and payment services), ORIAS no. 25000696
Diagnosis, EBITDA normalisation, modelling of sponsorless and sponsor-backed options, selection of and negotiation with lenders and investors, coordination of the timetable through to completion. No exclusivity.
Expertise
Lawyers, tax advisers, valuers, auditors
Structuring, due diligence, independent valuation
Tax memorandum and step plan (sale, contribution, tax consolidation, Charasse, interest), shareholders' agreement, SPA, financing documentation and security. The tax adviser comes in before the structure is designed, never after.
Sponsorless or sponsor-backed OBO: how to choose
A sponsor becomes useful when the owner wants to combine a significant cash-out with an ambitious growth plan. A sponsorless OBO suits highly cash-generative businesses, with an owner who is attached to control and a liquidity need that is moderate relative to total value; the debt stress test must then be particularly conservative, since nobody will be able to inject equity if the business underperforms.
05 · Financial, legal and tax technicalities
Owner buyout tax and legal issues in France: capital gains, apport-cession (150-0 B ter), Charasse, interest, abuse of law, financial assistance
An OBO concentrates issues of personal taxation, group taxation, abuse of law and company law. The points below are provided for information only and reflect French rules; each must be validated by tax and legal advisers against the version of the texts in force on the date of the transaction.
Taxation of the cash-out: the owner's capital gain
Under French rules, a sale of shares by an individual triggers tax on the capital gain under the regime for gains on the sale of securities (Article 200 A of the French General Tax Code, CGI), calculated on the sale price less the tax cost base and allowable expenses. A fixed allowance is available, subject to conditions, for certain owner-managers retiring (Article 150-0 D ter). The fact that the holding company borrows to pay the price does not change the nature of the sale for the seller; however, the proximity between seller and acquirer calls for stronger documentation of the price and of the non-tax reasons for the deal.
Apport-cession: Article 150-0 B ter and the 2026 reform
When the owner contributes shares to a company subject to French corporation tax that they control, the capital gain on contribution can be placed under tax deferral — not exemption. The deferral ends on the events defined by the legislation. For disposals covered by the reform introduced by the 2026 French Finance Act, keeping the deferral when the contributed shares are sold within three years requires, where the conditions are met, a commitment to reinvest 70% of the proceeds within three years.
Parent-subsidiary regime, tax consolidation and upstream dividends
Subject to conditions, dividends received by the holding company from its subsidiary benefit from the French parent-subsidiary regime (Articles 145 and 216 of the CGI): participation income is deducted, subject to a share of costs and expenses being added back. If the holding company owns the target in the required proportions, tax consolidation (Article 223 A) can be considered. It does not turn dividends into available cash and does not neutralise the limits on interest deductibility; it must be modelled together with the anti-avoidance rules specific to intra-group acquisitions.
The Charasse amendment: the key tax issue when you buy your own company
This French rule targets acquisitions of companies from persons who control the acquirer, where the target joins the tax group — which is an exact description of an OBO. It requires a flat-rate fraction of the group's finance costs to be added back to taxable income, for the year of acquisition and the following eight years, i.e. up to nine financial years (BOI-IS-GPE-20-20-80-20). An OBO model therefore cannot present tax consolidation as an automatic offset between the holding company's interest and the target's profits: the Charasse amendment must be tested first, the add-back quantified and built into debt service capacity.
Interest deductibility: the Article 212 bis cap
Separately from Charasse, net finance costs are capped — for a company outside a tax group — at the higher of EUR 3m or 30% of a tax EBITDA defined by the legislation, subject to the thin capitalisation rules (Article 212 bis of the CGI, transposing the ATAD Directive 2016/1164). Debt service is a real cash flow; the tax saving is a potential, capped benefit. A robust transaction remains financeable even if part of the interest is not immediately deductible.
Abuse of law and economic substance
Buying your own company is not prohibited. But an OBO whose substance boils down to a tax advantage, circular flows or a non-economic valuation is exposed to the French abuse-of-law procedures under Articles L.64 and L.64 A of the French Tax Procedures Code (LPF). Documenting the reasons is part of the transaction: a quantified diversification objective, a growth or succession project, genuinely negotiated financing, a market price, effective governance and dividends decided in the company's interest. For atypical structures, an advance ruling under Article L.64 B (rescrit) can be considered.
Financial assistance, corporate interest and security
For French public limited companies (SA), Article L.225-216 of the French Commercial Code prohibits a company from advancing funds, granting loans or providing security for the purchase of its own shares by a third party. The usual security package is therefore limited to the holding company level: pledge over the target's shares and over the holding company's bank accounts and receivables, subordination of shareholder loans, covenants on distributions and borrowing. The target is not a cash dispenser for repaying the acquisition: its corporate interest, its investments and its liquidity must be preserved — which also protects the owner who remains in charge.
Family succession and the Dutreil pact. An OBO can form part of a family succession strategy, in which the Dutreil pact (Article 787 B of the CGI, amended by the 2026 French Finance Act) allows, subject to conditions, a partial exemption from French gift and inheritance tax. Gifts, the OBO, apport-cession and Dutreil interact: holding commitments, level of control, the nature of the holding company's activity and the sequence of steps must be analysed together. A sequence optimised in isolation can jeopardise another regime.
06 · Financial and tax benefits
What an owner buyout gives the owner and the business — and what it does not guarantee
One rule to remember. In an OBO, tax can make the structure more efficient; it must never be its main economic justification. Robustness rests on five pillars: a documented market price, a reasonable cash-out, debt that can be sustained in a downside scenario, a tax structure consistent with its economic substance, and a clearly defined succession or exit strategy.
07 · Three successful examples
Three documented owner buyouts in France: WORK4YOU, Forex Finance, Maison Bécam
Three public transactions, described as OBOs by their advisers or by transaction databases, each illustrating a different structure. Detailed debt and valuation terms are confidential and are not reconstructed here; “successful” means a transaction that was actually structured and completed.
Sponsorless · 2026
WORK4YOU: a co-founder's exit financed by a banking club
Administrative, accounting and tax support for freelancers, micro-businesses and SMEs
Hugues Bonhomme, co-founder and majority shareholder, bought out all the shares of his partner Franck Labourdette through an OBO with no investment fund, financed by Arkéa Banque, Bpifrance and LCL. The company's revenue had grown from EUR 9.6m in 2022 to EUR 40m in 2025.
Lesson: strong growth and sufficient debt capacity make it possible to reshape the shareholder base between co-founders without dilution, while preserving operational continuity.
Minority sponsor · 2024
Forex Finance: an OBO for liquidity and development
Risk management and treasury advisory
The founder and chairman carried out a minority OBO with UI Investissement and Bpifrance, alongside his management team. The project combines organic development, cross-selling, development of the MyDebt software and external growth.
Lesson: the OBO is not the founder's exit but a growth round; it is the buy-and-build project that justifies a sponsor's equity and governance.
Opening up the capital · 2022
Maison Bécam: the OBO as a tool for collective alignment
Network of artisan bakeries
Cécile and Nicolas Bécam carried out a transaction classified as an OBO by Epsilon Research, with a group of investors led by Siparex: a EUR 2.5m funding round to accelerate the network's development, alongside the founders, local investors and managers.
Lesson: an OBO can support an expansion plan while bringing investors and managers into the capital — the founders remain at the heart of the project.
Matrix
Which OBO for which situation?
Moderate cash-out, strong cash generation, control to be retained → sponsorless; risk: excessive leverage.
Large cash-out + external growth → minority or majority sponsor; risk: dilution, the fund's liquidity needs.
Founder stepping back gradually → OBO + management succession; risk: reliance on the founder.
Family succession → OBO + gift / Dutreil analysis; risk: tax sequencing.
Co-founder exit → sponsorless or minority equity; risk: debt capacity.
Let's scope your project in a 30-minute call.
Reply within 24 business hours
IOBSP ORIAS no. 25000696
Oops! Something went wrong while submitting the form.
The information collected is used solely to process your meeting request. You have the right to access, correct and delete it — see our legal notice.
08 · Preparation
From diagnosis to completion: the twelve steps of an owner buyout in 6 to 9 months
The steps overlap; what lengthens the timetable is almost always tax sequencing dealt with too late — sold and contributed blocks poorly separated, Charasse not tested, a ruling request considered only after the letter of intent.
01
Strategic, personal wealth and management diagnosis
The owner's objectives quantified on a net basis: cash-out, rollover, control, horizon, role, succession. Personal wealth and tax review run alongside the business plan.
Month 1
02
Normalising EBITDA, net debt and cash flow
Bridge between reported and normalised EBITDA, analysis of debt-like and cash-like items, conversion into free cash flow after tax, capex and working capital.
Months 1–2
03
Valuation and setting the target cash-out
Comparable transaction multiples, DCF, reconciliation with the debt that can be raised. Independent report where there are related parties or non-participating minority shareholders.
Month 2
04
Modelling sponsorless and sponsor-backed options
Sources and uses, debt ratios, stress tests at −20% EBITDA, return on the rollover under each structure.
Months 2–3
05
Selecting lenders and, where relevant, investors
Shortlist, teaser, financing memorandum, consultation. This is where Collaboration Capital draws on its network of banks and debt funds.
Months 3–4
06
Letter of intent, term sheet and defining the rollover
Letter of intent and non-binding offers from lenders and the sponsor, capital structure of the holding company, portion sold and portion contributed.
Month 4
07
Due diligence
Financial, tax, legal, employment, commercial — lighter than for a sale to a third party, but required by the lenders and the sponsor. Data room confidentiality is prepared from this stage.
Month 5
08
Tax structuring and step plan
Sale, contribution, 150-0 B ter, parent-subsidiary regime, tax consolidation, Charasse over nine financial years, Article 212 bis cap, substance documentation, possible L.64 B ruling.
Months 5–6
09
Negotiating the SPA, shareholders' agreement, financing agreements and security
Warranty and indemnity package where relevant, reserved matters, tag-along and drag-along, liquidity clause, intercreditor arrangements, pledges at holding company level.
Months 6–7
10
Approvals, waivers and conditions precedent
Consent of existing banks, consent of key counterparties where there is a change-of-control clause, corporate approvals.
Months 7–8
11
Completion
Funds flow, transfer of shares, drawdown of the debt and set-up of governance. Completion memorandum and funds flow statement.
Months 8–9
12
100-day plan and reporting
Monthly dashboard: EBITDA vs budget, free cash flow, debt and repayment schedule, covenant headroom, working capital, capex, minimum cash, distribution capacity, buy-and-build pipeline.
Post-completion
GO / NO-GO checklist before any irreversible commitment
Is the cash-out objective expressed net of tax and reinvestment?
Does the owner have a documented economic and personal wealth rationale for the OBO?
Can the valuation be defended using market methods and normalised EBITDA?
Does the business plan withstand a 20% fall in EBITDA?
Does the debt leave cash for capex and growth?
Is the level of dividends needed to service the debt legally and financially sustainable?
Has the owner's capital gains tax position been quantified? Are the sold and contributed blocks separated in the documentation?
Has Article 150-0 B ter been analysed under its 2026 conditions?
Has the Charasse amendment been tested over the full potential nine-year period?
Has interest deductibility been modelled independently of the EBITDA covenant?
Have the L.64 / L.64 A risks and economic substance been documented?
Do the security package and upstream cash flows respect the company's corporate interest and the prohibition on financial assistance?
Does the shareholders' agreement set out reserved matters, succession and liquidity?
Is the exit scenario — trade sale, secondary buyout, buyback of the sponsor, family succession, MBO — consistent with the founder's age, role and objectives?
Frequently asked questions
Frequently asked questions about owner buyouts and how they are financed
What is the difference between an OBO and an LBO?
The LBO is the general technique: an acquisition financed with equity and debt at holding company level. The OBO is a particular application of it in which the seller is also the reinvestor: the owner sells some or all of their shares to the acquisition holding company, takes cash out and keeps a stake. They are at once seller, shareholder of the holding company and manager of the operating company.
How much cash can an owner reasonably take out?
As much as the debt that can be raised and any sponsor's equity can pay for without depriving the business of its capacity to invest. The cash-out should be assessed net of capital gains tax, fees and reinvestment: aiming for EUR 5m net is not the same as aiming for a EUR 5m price. In the worked example on this page, an owner sells 100% of a company valued at EUR 28m and receives EUR 21m gross after reinvesting EUR 7m.
Can an OBO be done without a private equity fund?
Yes — this is the sponsorless OBO: the owner keeps control of the holding company and bank debt is the main external source of funding. It suits highly cash-generative businesses with a liquidity need that is moderate relative to total value. Without a sponsor, the debt stress test must be particularly conservative, since nobody will be able to inject equity if the business underperforms.
What is the Charasse amendment and why does it matter for an OBO?
It is a French tax rule that adds back a flat-rate fraction of a tax group's finance costs when the target was acquired from persons who control the acquirer. The OBO, which by nature means buying your own company, is its natural field of application. It can apply to the year of acquisition and the following eight years, i.e. nine financial years: it must be tested before the structure is designed, not afterwards.
Does apport-cession let you avoid capital gains tax?
No. Article 150-0 B ter of the French General Tax Code allows, subject to conditions, the capital gain on contribution to be placed under tax deferral, not to be exempted. The deferral ends on events defined by the legislation. Since the 2026 reform, keeping the deferral when the contributed shares are sold within three years requires, where the conditions are met, reinvesting 70% of the proceeds within three years.
How long does an OBO take, from diagnosis to completion?
Generally between 6 and 9 months: two to three months of diagnosis, valuation and modelling, two to three months consulting lenders and any sponsors, then two to three months of due diligence, tax structuring and legal documentation through to completion. Tax sequencing (sold and contributed blocks, Charasse, a possible ruling request) is what most often lengthens the timetable when it has not been addressed from the outset.
Can the owner lose control of their business in an OBO?
It depends on the structure chosen. In a sponsorless OBO or one with a minority sponsor, the owner keeps control or a dominant position in the holding company. In a majority-sponsor OBO, the fund takes control and the owner reinvests as a minority shareholder: they secure more liquidity but accept fund-style governance and a defined exit horizon. The shareholders' agreement sets out reserved matters, the board and liquidity mechanisms.
Can an OBO be challenged as an abuse of law?
Buying your own company is not prohibited. But an OBO whose substance boils down to a tax advantage, circular flows or a non-economic valuation is exposed to the procedures under Articles L.64 and L.64 A of the French Tax Procedures Code. Protection comes from documentation: a quantified wealth objective, a market price, genuinely negotiated financing, effective governance. For atypical structures, an advance ruling under Article L.64 B can be considered.
Do you need an exclusive mandate with Collaboration Capital to structure an OBO?
No. Collaboration Capital does not require exclusivity: you remain free to consult other advisers and to withdraw your file at any time. The firm is registered with ORIAS, the French register of insurance and banking intermediaries, under no. 25000696 as an IOBSP broker (intermediary in banking transactions and payment services), and advises on transactions of EUR 1–200 million.
All our resources
The legal and tax analysis on this page is provided for information only, on the basis of French legislation in force in 2026 (French General Tax Code (CGI) Articles 150-0 B ter, 150-0 D ter, 145, 200 A, 212 bis, 216, 223 A, 787 B; French Tax Procedures Code (LPF) Articles L.64, L.64 A, L.64 B; French Commercial Code Articles L.225-216, L.227-1; Directive (EU) 2016/1164). Each transaction must be validated by the relevant legal, tax, accounting and financial advisers. Collaboration Capital does not guarantee any amount, rate or timeframe for obtaining financing.
Have your owner buyout project reviewed
A first 45-minute conversation with a partner to quantify your net cash-out, calibrate the debt the business can carry, compare sponsorless and sponsor-backed options, and map the lenders available to you — with no commitment.
Reply within 24 business hours
Confidentiality guaranteed — NDA on request
IOBSP broker registered with ORIAS under no. 25000696