Selling a business or leaving the ownership is often perceived by entrepreneurs as the final point of many years of work. However, in practice, it is at the exit stage that many owners make mistakes that lead to significant financial losses, tax risks and protracted corporate disputes. In 2024-2025, the situation became even more complicated. Changes in tax legislation, the transformation of international tax rules, restrictions on cross-border settlements and the restructuring of corporate structures require owners to prepare much more carefully for the transaction than a few years ago. At the same time, most of the problems arise not at the time of signing the contract, but long before it – when the entrepreneur makes strategic decisions based on outdated information or without thinking at all about the consequences of the transaction.
Error number 1. Building on old advice and irrelevant knowledge
One of the most common mistakes is to assume that recommendations received several years ago remain relevant today.
In practice, tax and corporate regulation is changing so quickly that the scheme that was optimal in 2021 may be ineffective or even risky in 2025.
For example, the owner of a production company with revenue of about 200 million rubles a year built preparations for the sale of a business based on a consultation received several years ago. However, since then, approaches to the application of international agreements on the avoidance of double taxation, tax residency rules, certain provisions of currency control and tax consequences of owning foreign structures have changed. When the deal entered an active phase, it turned out that the chosen design was no longer optimal. According to consultants, timely updating of the tax model would reduce tax costs by several million rubles.
The main problem is that entrepreneurs begin to analyze the consequences of the transaction too late – when negotiations are already underway, the ownership structure is formed, and the room for maneuver is limited. Preparation for going out of business should begin at least a year before the proposed transaction and be updated six months before its completion. This time is usually sufficient to conduct a tax and legal audit, assess the ownership structure and adjust the corporate model.
Error number 2. Misunderstanding what to do with capital after the transaction
Most entrepreneurs pay great attention to the selling price of a business, but they think much less about what will happen after receiving the money. Meanwhile, the issue of money management is often no less important than the transaction itself.
For example, one of the co-owners of an IT company sold his share to a partner for about 80 million rubles. The transaction was successfully closed, the funds were credited to the account, but there was no further action plan. Neither an investment strategy, nor an asset ownership structure, nor suitable capital placement tools have been identified. As a result, the money remained on deposits with negative real returns for almost two years, while the owner considered various options – from buying real estate to investing in startups and opening foreign accounts.
This situation is common: owners concentrate on selling the asset and forget that after the transaction, a new investment cycle actually begins. Therefore, even before leaving the business, it is important to determine the so-called “point B” – the ultimate goal of using capital. For some people, these are foreign investments that will require a pre-designed ownership structure, choice of jurisdiction and banking infrastructure. For others, reinvestment in Russian projects, where it is desirable to have a prepared pool of potential objects for investments even before the transaction is closed.
The sooner an entrepreneur understands the future fate of capital, the less likely it is that a significant amount will be parked for a long time without effective use.
Error number 3. Another trap – change of tax residency
In the case when Russian entrepreneurs are considering the possibility of relocation after the sale of the business, one of the most expensive mistakes arises. A common misconception is that moving automatically means losing Russia’s tax residency. In practice, everything is much more complicated.
For example, the owner of a trading company sold a share in a foreign business and almost immediately moved to Italy, believing that he had ceased to be a Russian tax resident. However, according to the results of the calendar year, it turned out that he retained the status of a Russian tax resident. At the same time, he acquired the status of a tax resident in a new country. As a result, there was uncertainty regarding the taxation of income from the sale of business and the need to resolve tax issues in two jurisdictions at once in the absence of a fully valid agreement on the avoidance of double taxation and the controversial possibility of applying a special regime to the income received in Italy.
Similar situations arise from a lack of coordination between trade date, relocation date and tax planning. If the owner considers changing the country of residence after the sale of the business, tax modeling must be carried out in advance, preferably in conjunction with consultants in both jurisdictions. Sometimes even a few weeks of difference in timing can significantly affect the final tax burden.
Error number 4. Unpreparedness for compliance of foreign banks
Many entrepreneurs believe that after receiving funds, they will be able to transfer capital abroad quickly and start implementing new investment projects. For example, one of the entrepreneurs, after selling a share in the business, tried to transfer about 25 million rubles to the company’s account in the UAE free economic zone. The bank froze the operation and requested an expanded package of documents: confirmation of the source of funds, ownership structure of companies, tax history, transaction documents and notarized transfers. The collection of the necessary documents took about two months. At this time, the money was actually unavailable for the implementation of investment plans.
Today, foreign banks pay special attention to the source of funds and the transparency of the corporate structure. Even a completely legal transaction can raise additional questions if the client has not prepared the evidence base in advance. Therefore, even before receiving money from the sale of the business, it makes sense to hold a preliminary dialogue with the bank, which will accept funds. This approach allows to understand in advance the list of necessary documents and avoid long delays after the transaction.
Error number 5. Ignoring the legal form of exit
Entrepreneurs often perceive the legal design of the transaction as a technical issue, but the choice of the exit mechanism can directly affect the size of the tax burden.
Case from our colleagues: one of the co-owners of a logistics company (40% share) decided to go out of business and formalized it as “leaving the LLC” with the payment of the actual value of the share – this is what the notary suggested. Such a solution seemed to him the simplest and fastest design option. However, subsequent analysis showed that the sale of the stake could have provided more favorable tax consequences. As a result, the chosen design resulted in additional tax costs that could have been avoided by pre-structuring the transaction.
There is no one-size-fits-all solution here. In each case, it is necessary to analyze separately the corporate structure, composition of participants, applicable international agreements and the procedure for qualifying income in the relevant jurisdictions. In fact, the question of whether to sell a stake, leave an LLC or use a different corporate structure should be decided not by a notary and not by the participants in the transaction on their own, but by a team of tax and M&A consultants before signing the documents.
Checklist: what to do for the owner 12 months before selling the business
- Tax and legal audit of the transaction.Request up-to-date advice on the tax implications of exit now. Estimate the difference: selling a stake or leaving an LLC. Check the existing DTTs and their status.
- Define “point B” – strategy for capital.Answer the question before the deal closes: where is the money going? Scenario A (foreign investments) or B (reinvestment in the Russian Federation)? For each of them – pre-selected tools and structures.
- Plan for relocation and residency change.If relocation is planned, synchronize the closing date of the transaction and the date of the actual change of tax residence. At least 6 months in advance, it is worth attracting consultants in both jurisdictions if necessary.
- Post pre-KYC with foreign bank.Before transferring funds, agree with the bank to accept the tranche. Prepare a package of documents: the origin of capital, ownership structure, tax history. Please specify verification limits and timelines.
- Choose the best legal design.Together with the M&A lawyer, define the form of the transaction. Check how revenue qualifies in the target jurisdiction. Estimate the tax effect of each option in rubles before signing.
Going out of business is not a formal completion of entrepreneurial history, but a separate strategic project that requires no less preparation than the creation of the company itself. Practice shows that the cost of errors at this stage can be in the millions of rubles, and many risks become obvious after the transaction is closed. Therefore, the sooner the owner begins to prepare for the sale or exit from the business, the more opportunities he has not only to save capital, but also to use effectively the results of many years of work to achieve the following goals.
By Anna Savon, Partner, Head of Quattor Advisory Private Client Practice