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Guides Published December 1, 2023 5 min read

Selling Part of My Company: When It Makes Sense and When It Doesn't

You don't always have to sell 100% to monetise decades of work or get the capital your business needs. This guide explains partial sale structures, their real implications, and when a full sale is the better choice.

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Blue Mountain Capital

Blue Mountain Capital

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Blue Mountain Capital | | 5 min read

“I want to grow but I don’t want to lose control.” “I want to take some money off the table but keep running the business.” “I need a partner who brings capital and contacts, not one who tells me how to run my company.”

These are the phrases we hear most often from owners who are considering a partial sale of their business. The idea of selling 100% creates resistance — emotional, practical — for many founders. A partial sale seems like a middle path: you get some of what you want without giving up everything.

This guide explains when a partial sale genuinely works, what the real implications are (including the ones nobody tells you before you sign), and when — honestly — a full sale makes more sense.

What a partial sale looks like in practice

A partial sale is the transfer of a portion of a company’s shares to an external investor, with the founder or existing shareholders retaining the rest.

The most common structures are:

New capital injection (share capital increase). The company issues new shares and sells them to the investor. The money flows into the company, not to the founder’s bank account. Used to fund growth: new equipment, geographic expansion, acquisitions. The founder does not receive cash now, but if the company grows with that capital, their remaining stake will be worth more.

Secondary sale of existing shares. The founder sells some of their own existing shares to the investor. The money goes directly to the founder, not into the company. Used when the owner wants personal liquidity without selling everything. The company receives no new capital, but the founder diversifies their personal wealth.

A combination of both. The most common arrangement in practice: some money goes into the company as growth capital and some goes to the founder as personal liquidity. Both parties get something.

Why most investors prefer 100%

I will be direct here, because concealing this does not help you.

Most financial investors — including us at Blue Mountain — prefer to acquire 100% of a company. The reasons are practical:

Simpler governance. When you are the sole owner, you make decisions quickly. When you have a partner with 40%, every significant decision requires agreement. That slows the business and creates friction.

Alignment of incentives. With 100% ownership, the investor can design the management team’s incentive structure as they see fit. With a founding partner holding 60%, decisions about executive compensation and management equity become negotiations.

Cleaner exit. When it comes time to sell, selling 100% is simpler than selling a partial stake. Buyers prefer to acquire companies without complicated minority shareholders.

That said, we recognise there are genuine situations where a partial sale makes sense, and we are open to exploring them.

When a partial sale genuinely makes sense

Growth capital with an exceptional operating founder

If the founder is the company’s key differentiating factor — the one with the critical commercial relationships, the one who knows how to make the product better than anyone, the one clients follow personally — then a partial sale may be the right way to scale. The investor brings capital and structure; the founder brings what cannot be bought. In these situations, the partnership can create significantly more value than a full sale.

Personal liquidity without leaving the business

The founder is 55, the company is worth €10M, and 90% of their personal wealth is in that business. Selling 30% allows them to diversify, sleep better, and continue doing what they enjoy for five or ten more years. This is a perfectly valid reason for a partial sale.

Preparation for a future full exit

In some cases, the entry of a minority investor has an explicit shared objective: preparing the company for a full sale in three to five years — professionalising management, improving financial reporting, strengthening corporate governance, resolving outstanding issues. The investor enters knowing their goal is to make the company more saleable, and the founder enters knowing that a full sale will follow in due course. When both parties are aligned on that objective from the outset, it can work very well.

What nobody tells you before you sign

Veto rights matter more than the percentage

An investor with 25% and broad veto rights has more real power than a founder with 75% whose articles do not contemplate those rights. Read carefully which decisions require the investor’s agreement: strategy changes, borrowing above a threshold, hiring senior executives, dividend distributions, related-party transactions. The list can be long.

Corporate governance changes

With a financial investor as a shareholder, the company needs a real board of directors, regular management reporting, approved annual budgets, and formalised decision-making processes. This is good for the business, but it can feel like a loss of speed and autonomy for a founder who has been making decisions alone. It is important to anticipate that cultural shift.

The investor’s exit horizon may not match yours

A private equity fund has an investment horizon of four to six years, as we discuss in more detail in our analysis of the M&A market. If at that point the market is not favourable or the company has not met its targets, there can be pressure to sell in suboptimal conditions. Patient capital investors — family offices or long-term investors — have longer horizons, which is usually more compatible with founders’ preferences.

The exit valuation may not be what you expected

If your investor has drag-along rights, they can compel you to sell when they find a buyer on agreed terms. That could be in three years, when you were not yet ready, or at a price that delivers their target return but feels inadequate to you. Negotiating exit mechanisms from the outset is as critical as negotiating the entry price.

Questions to ask yourself before looking for a partial partner

  1. What do I actually need from the partner? Capital, contacts, management capability, personal liquidity?
  2. Could I get that another way? Bank debt, operating partners, mezzanine finance?
  3. Am I prepared to have a genuine board of directors and report my results monthly?
  4. Are my future exit objectives compatible with the investor’s?
  5. Do I understand what conceding veto rights means, and have I thought carefully about their scope?

If the answers to these questions are positive, a partial sale may be an excellent decision. If any generates doubt, it is worth exploring alternatives before committing.

What we do

At Blue Mountain, we prefer to acquire 100% of businesses, but we are pragmatic. If you have a strong company with revenues of €3M to €50M — you can get an initial estimate via our valuation calculator — and the scenario you are looking for is a partial entry with a clear path to full ownership transfer over the medium term, we can have that conversation.

What we do not do is enter as a passive minority investor with no path to control. We are not a debt fund or a business angel. If we can see a situation where a partial entry makes sense and we can add real value as a partner, we explore it. If we cannot, we tell you clearly.

To understand our investment approach in more detail, you can read about our process in /en/investment/generational-transition/ or contact us directly at /en/contact/.

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