One of the most expensive assumptions business owners make is this:
“We’ll sort the tax when the deal is agreed.”
By then, it’s usually too late.
In Ireland, most tax outcomes on a business sale are locked in years before the buyer appears.
The final 12 months are about execution — not optimisation.
Once a sale is on the horizon:
Structures are visible
Ownership history is fixed
Trading status is tested
Buyer due diligence begins
At that point, Revenue looks backwards — not forwards.
You can’t rewrite:
How long you’ve owned shares
Whether the company is truly trading
Whether relief conditions were met over time
Tax reliefs reward long-term behaviour, not last-minute adjustments.
Most sale-related reliefs depend on multi-year conditions, such as:
Length of ownership
Nature of activities
Group structure history
Use of surplus cash
If these aren’t right well in advance, relief is restricted — or lost.
The sale price may be excellent.
The tax bill may still be brutal.
One of the most common deal-killers isn’t obvious until it’s too late.
Over time, many trading companies:
Accumulate cash
Buy property
Hold investments
Without realising it, the company drifts away from being a pure trading business.
That drift can:
Block key CGT reliefs
Reduce buyer appeal
Force value into higher tax brackets
And it can’t be reversed safely in the last year without triggering tax.
Buyers don’t just buy profits.
They examine:
Structure
Clean trading status
Cash levels
Group complexity
Anything unclear increases:
Risk
Negotiation pressure
Price chips
Good tax planning doesn’t just save tax —
it protects the deal itself.
The optimal window allows time to:
Clean up structure gradually
Separate trading and investment activity
Preserve eligibility for reliefs
Align ownership and exit goals
This isn’t rushed.
It’s controlled.
And it keeps options open.
Leaving planning too late often means:
Paying full CGT when reliefs were possible
Accepting buyer-driven structures
Losing leverage
Watching value leak through tax
The business may be a success —
but the outcome isn’t.
If a sale is:
Possible in the next 2–5 years
Even loosely on the horizon
Then the key question is not:
“What’s my exit tax rate?”
It’s:
“What needs to be true years before sale to protect value?”
Because when the final 12 months arrive,
the real decisions are already behind you.
Contact George Skelton, Tax Partner at RDA Accountants, to discuss your situation in detail and craft a tailored strategy:
Email: gskelton@rda.ie
Phone: +353 539170507
Website: rda.ie