But there is an equally important question, one that is often addressed too late: what am I actually selling?
The company shares? The entire production operations? The vineyards and buildings? Or just some company assets?
The answer isn't a contractual detail. It can radically change the structure of the transaction, the owner's net proceeds, the obligations to be fulfilled, and the chances of finding a buyer.
For this reason, before even presenting a winery on the market, it is advisable to analyze the various options.
1. Transfer of company shares: sell the company that owns the winery
The sale of shares, also known as a share deal, consists of the total or partial transfer of a company's shares.
The buyer becomes the owner of the company, which continues to own its assets, contracts, debts and other legal relationships.
If the company owns vineyards, buildings, plants, brands and warehouses, these assets remain in the company.
The main potential advantages:
The critical issues to consider:
The buyer also indirectly assumes exposure to the company's risks: debts, litigation, tax liabilities, contractual commitments, and past issues.
For this reason, a share transfer generally requires a thorough accounting, tax, legal, asset, and operational audit.
It is also necessary to distinguish the overall value of the company from the value of the shares, considering net financial position, working capital and other agreed adjustments.
2. Transfer of business: selling the production business without transferring the shares
The second option is the sale of the company or a branch of the company, often classified as an asset deal.
In this case, the buyer does not necessarily acquire the owner company, but an organised complex of assets and relationships intended for the exercise of the wine-making business.
The transaction may include plant, equipment, inventory, brands, goodwill and, depending on the agreements, real estate and land.
Why might it be interesting?
A winery group may want to acquire a production cellar, a brand, and a sales network without purchasing the selling company's shares.
This solution allows the scope of the transferred business to be defined, but it does not automatically eliminate all prior liability. The rules governing company debts, contracts, employees, and tax liabilities must be carefully evaluated.
In the wine sector, it is also necessary to verify authorizations, registrations, administrative positions, and necessary requirements to ensure production continuity.
3. Sale of assets: selling vineyards, land and buildings
Then there is a third option: selling the property's assets individually.
This is a particularly relevant solution for agricultural and winemaking companies that have significant real estate assets but modest industrial profitability or a poorly developed commercial activity.
The sale may concern:
In this scenario, the buyer may be primarily interested in the land value, the geographical location, the quality of the vineyards, or the development possibilities of the property.
But be careful: purchasing a vineyard does not necessarily mean acquiring all the authorisations, rights and requirements necessary to carry out wine-making activities or use certain denominations.
Any agricultural pre-emptions, urban planning restrictions, mortgages, rental agreements, and other third-party rights must also be verified.
4. The three operations compared
|
I wait |
Transfer of shares |
Company transfer |
Real estate sales |
|
Object |
Corporate shareholdings |
Organized activity |
Individual assets |
|
Business continuity |
Generally high |
To be organized |
Not automatic |
|
Previous liabilities |
They remain in society |
Specific responsibilities provided by law |
They depend on assets and constraints |
|
Brands and contracts |
They remain in society |
According to discipline and agreements |
Only if transferred separately |
|
Buyer Profile |
Groups and investors |
Industrial operators |
Land and real estate investors |
|
Taxation |
It depends on the transferor and the regime |
It depends on the transferor and the structure |
It depends on the goods and subjects |
Orientation comparison: each transaction requires a specific assessment of the legal form, contracts, and applicable regulations.
5. The real problem: the selling price does not coincide with how much the owner collects
Two seemingly identical transactions, with an agreed-upon value of €5 million, can produce very different financial results for the seller.
The differences depend, among other things, on who is selling, what assets are being transferred, the liabilities, the applicable tax regime, and any reorganization costs.
A sale of shares held by individuals may be treated differently for tax purposes than the sale of assets by a company. Similarly, a sale of a business may generate a taxable capital gain for the selling company and further tax consequences in the event of subsequent distribution of the funds to the shareholders.
The treatment of agricultural businesses and land also requires particular attention, as specific regulations may apply.
It is therefore not enough to identify the best market price: it is necessary to evaluate the net result, the timescales and the risks of the entire operation.
The choice of structure must be carefully examined with accountants, tax advisors, notaries, and specialized lawyers before making binding commitments.
6. When a winery has a lot of assets but produces little profit
It is a situation that is frequently encountered in the winemaking world.
A company can own prestigious vineyards, a modern winery, important buildings, and recognized brands, but generate insufficient profit margins compared to the capital invested.
In these cases, selling everything as a single business is not necessarily the best solution.
It might be appropriate to consider, for example, a separation between real estate assets and production activities, or the sale of some non-strategic assets.
You could also consider bringing in an industrial or financial partner, who would retain part of the ownership.
These operations require careful consideration of legal, fiscal, financial, and operational feasibility. A reorganization undertaken without a comprehensive vision can result in costs, taxes, and difficulties that outweigh the expected benefits.
7. Before selling, you need to understand who might buy
The sales structure must also take into account the buyers' market.
A winemaking group can look for an already operational winery, with production capacity, established brands, and customers.
A wealth investor may be particularly interested in vineyards and properties located in particularly valuable areas.
A family office may prefer a long-term investment, with significant land holdings and a commercial or wine tourism development project.
An entrepreneur in the beverage sector might instead consider above all the plants, logistics and industrial integration possibilities.
The same property can therefore have different values and attractiveness depending on the interested party and the industrial project they intend to implement.
8. The FORBUS method: analyze before proposing the sale
At FORBUS, we start from a simple principle: before looking for a buyer, you need to understand what is best to sell, under what conditions, and with what objectives.
Our job is to work alongside owners to examine their assets, production activities, financial results, business prospects, and possible alternatives.
The analysis also includes a comparison of different scenarios: total sale, sale of shares, sale of the company, transfer of individual assets, entry of investors, or preliminary valuation.
Subsequently, together with the legal, tax, and technical professionals assigned, it is possible to identify a structure consistent with the interests of the property and the needs of potential buyers.
The goal is not simply to sell a winery, but to build a sustainable operation that is understandable to the market and capable of protecting the value the entrepreneur has built up over the years.
Conclusion: Before deciding how to sell, evaluate all the alternatives
Selling a winery shouldn't start with placing an ad or simply listing a price.
It should start with a strategic assessment that allows the owner to understand which alternatives are actually viable.
Selling shares, transferring the business, or selling the assets are three different paths. None is automatically better than the others.
The right choice depends on the company's characteristics, the composition of its assets, its financial and tax situation, the ownership objectives, and the market of potential buyers.
A methodically prepared decision can avoid costly mistakes and create the conditions for more effective negotiations.
Are you considering selling your winery?
FORBUS | Let's discuss the sales structure
If you own a winery, a winery, or an agricultural estate and are considering a full or partial sale, we can help you explore your options before starting the process.
A confidential discussion can be the first step in understanding which path is best suited to your situation.
FORBUS – Experience, strategic vision, and operational support in business development, acquisition, and divestment operations.
