Selling Your Company to Retire: Complete Guide with Steps 2026

Quick answer: can you sell a company to retire?

Yes — retirement is one of the most common reasons companies are sold in Spain. A well-run retirement sale takes on average 6 to 12 months, and ideally you should start preparing 2–5 years before your retirement date. Beyond the price, the retirement scenario carries a specific tax advantage: if you are over 65 and reinvest up to €240,000 of the gain in a life annuity within 6 months, that portion is exempt from Spanish personal income tax (art. 38.3 LIRPF). The goal is not just to sell: it is to turn a lifetime of work into financial peace of mind without giving away value out of haste.

Why 2026 is the key moment to sell your company and retire

Spain is going through the largest generational handover crisis in its business history: an estimated 540,000+ business owners will reach retirement age before 2030, and around 70% have no succession plan. For anyone selling now, that means two things:

• There is real demand for profitable companies. Funds, search funds, industrial groups and executive buyers are actively looking for consolidated SMEs whose founder wants to retire.
• Waiting has a cost. Every year without a plan, the company depends more on its founder — and founder dependence is one of the biggest valuation discounts. Selling "when I can no longer cope" is the worst possible negotiation: the buyer senses urgency and uses it.

Capittal's view: retirement should not be the trigger for the sale, but the deadline. Owners who prepare the deal years in advance sell better, pay less tax and choose who inherits their legacy. Those who improvise accept whatever price they are offered.

How to value your company before the sale

Valuation is the starting point of the whole process, because it anchors your expectations and your retirement plan to a realistic number. In the Spanish mid-market, the usual reference is multiples of normalised EBITDA, which in most deals range between 4x and 8x depending on sector, size, growth, revenue recurrence and founder dependence. See our practical guide to valuation multiples.

Three adjustments that make the difference in a retirement sale:

• Normalise EBITDA: adjust the owner's salary to market, remove personal and extraordinary expenses. The "real" EBITDA is often higher than the accounting figure.
• Separate the assets that are not being sold: real estate, excess cash or vehicles usually sit outside the deal perimeter and are treated separately (cash above working-capital needs is added to the price).
• Reduce founder dependence: a second management tier able to operate without you can be worth one or two turns of multiple.

For a first confidential, indicative reference, you can use our valuation calculator before speaking to anyone.

Essential documentation: from the tax ID to the company registry excerpt

A serious buyer will ask for organised information from the very first contact, and a company with its paperwork in order signals reliability (and sells faster). The minimum dossier includes:

• Corporate identification: the company's tax ID (CIF), deed of incorporation, updated bylaws and the full excerpt (copia literal) or standard extract from the Commercial Registry, evidencing ownership, governing body and encumbrances.
• Financial information: annual accounts for the last 3–4 years, up-to-date balance sheets and P&L, banking pool and financial debt detail.
• Tax and employment: tax returns, certificates of good standing with the tax agency (AEAT) and Social Security, headcount, contracts and seniority.
• Key contracts: main customers, suppliers, leases, licences, IP and any shareholders' agreement.
• Assets: inventory of the company's assets (machinery, real estate, stock, intangibles) and their registration status.

Preparing this data room before going to market shortens the process by months and prevents due diligence from uncovering surprises the buyer will use to renegotiate the price downwards.

Tax advantages at retirement: income tax exemption and life annuity

The gain on the sale of shares is taxed as savings income in Spanish personal income tax, between 19% and 28%. But the retirement scenario has features that can substantially reduce the bill:

Mechanism	Requirements	Effect
Exemption for reinvestment in a life annuity (art. 38.3 LIRPF)	Being over 65 and reinvesting up to €240,000 in an insured life annuity within 6 months of the sale	The gain proportional to the amount reinvested is exempt from personal income tax
Sale through a holding company (art. 21 LIS)	Minimum 5% stake held for at least 1 year, with a structure set up in advance for valid economic reasons	95% exemption of the capital gain in corporate income tax
Transitional reduction coefficients	Shares acquired before 1994, subject to a combined €400,000 transfer-value cap	Reduction of the gain generated up to 2006
Instalment sales	Deferred price or earn-out collected over several years	Defers taxation as amounts are collected

Two important nuances. First, the life-annuity exemption is capped at €240,000 per taxpayer: if the company belongs to both spouses, each can apply it. Second, the tax structure is decided before launching the process, not once a buyer is at the table: interposing a holding company at the last minute does not hold up before the tax authorities. See our analysis of the article 21 CIT exemption.

The sale process step by step: from due diligence to closing

Phase	Typical duration	What happens
1. Decision and preparation	1–2 months	Valuation, EBITDA normalisation, documentation, teaser and information memorandum
2. Buyer search	2–3 months	Confidential contact with qualified investors, NDAs, first meetings
3. Offers and negotiation	1–2 months	Indicative offers, price and structure negotiation, letter of intent (LOI)
4. Due diligence	2–3 months	Financial, tax, legal and labour review by the buyer
5. Contract and closing	1–2 months	Negotiation of the sale and purchase agreement (SPA), warranties, signing before a notary

The phase that delays or breaks most deals is not finding a buyer: it is due diligence. That is why preparation pays for itself. At closing, part of the price is often structured as an earn-out, or the buyer asks the seller for a 6–12 month transition period: in a retirement sale, agree from the outset how long you are willing to stay and under what conditions.

M&A advisor fees: what to expect and how to choose

In the Spanish mid-market, M&A advisor fees usually combine a monthly or upfront retainer (covering preparation: valuation, information memorandum, buyer identification) and a success fee at signing, typically between 3% and 6% of the price depending on deal size, with minimum fees on smaller transactions. The retainer filters commitment on both sides; the success fee aligns the advisor with maximising your price.

To choose well, ask about closed deals in your sector and size range, who will run your mandate day to day, how many simultaneous mandates that person handles, and how confidentiality will be protected vis-à-vis employees, customers and competitors. A good advisor pays for itself: in competitive processes with several buyers, the price improvement obtained far exceeds the fees. You can check the sectors we work in to see whether we know yours.

Take the first step towards your retirement with Capittal

You have spent 25 or 30 years building your company. The sale is the last major business decision of your life — and the only one you cannot repeat if it goes wrong. Our advice is always the same: start before you need to, with a realistic valuation, the tax side planned and a competitive, confidential process.

If you are thinking of retiring within the next 1–5 years, talk to our team with no obligation, or start with an indicative estimate using our valuation calculator. And for a broader overview of the full process, read our guide How to sell my company.