Acquisition legal status: buy directly or via a holding?

Two main routes are open to the acquirer, each with its consequences:

• Direct purchase: you buy the shares or the business assets in your own name (or via an existing operating company). Simple, but without optimised leverage.
• Purchase via an acquisition holding: you create a company that buys the target and carries the debt. The acquired company's dividends flow up to the holding to repay the loan.

The choice depends on the amount to finance, your contribution, the country's taxation and your project (acquiring alone or with others, future integration of other companies).

When a large share of the price is debt-financed, the acquisition holding often lets the debt be repaid with the acquired company's dividends, in a favourable tax framework depending on the country.

It also makes it easier to bring in partners or investors and to transmit later. But it adds a management layer and costs. The trade-off is case by case.

Each member state has its own company forms (SAS and SARL in France, GmbH in Germany, SL in Spain, BV in the Netherlands, sp. z o.o. in Poland…) and its own holding regimes.

The tool structures the choice guidance by your country without assuming a France-centred framework. The chosen form and its exact regime must be confirmed by a local adviser.

The acquisition status choice guidance is free and requires no sign-up for a first result. It points you to the option most consistent with your project.

Once the status or holding is decided, move on to the articles drafting and tax optimisation to finalise the structure.