Succession-ready: professionalise before the transition, not during it
Field Notes – A permanent reference for the owner who says "I'm not there yet", and for the board that lets him keep saying it.
A company that only works while the owner is present is not a company. It is a practice with staff.
Belgium is heading into the largest ownership transfer in its economic history. Family businesses make up 84 per cent of all Belgian companies, more than one in three faces a transfer within ten years, and half of all business leaders are older than 55. Meanwhile barely 40 per cent have an active board of directors or advisory board, and 45 per cent of leaders over 65 have no formal transfer plan. Those two sets of numbers describe the same problem: succession is treated as an event you plan when it arrives, while transferability is a state you build years in advance. Three structures make the difference: a working board with external members, ownership agreements formalised before they are needed, and management depth that makes the owner unnecessary in daily operations. Build them before the transition and you transfer at full value. Wait until during, and you negotiate with your back against the wall.
There is a conversation every Belgian business adviser knows by heart. The owner is 62. The company runs well. The succession question comes up and the answer is some variant of "I'm not there yet". It sounds like postponement. It is in fact a decision, and an expensive one.
The numbers behind that conversation are now public and hard. According to the May 2025 study by BNP Paribas Fortis and KU Leuven, 84 per cent of Belgian companies are family businesses; together they account for roughly a third of GDP and close to 40 per cent of employment. More than one in three faces a transfer within ten years. Half of all business leaders are older than 55. And among leaders over 65, the group for whom the question is least theoretical, 45 per cent has no formal transfer plan. One in six does not even know who the next shareholder will be.
Put the M&A market's estimates next to that, up to one hundred thousand family businesses expected to disappear over a decade, with only 12.8 per cent of entrepreneurs' children actually stepping in, and the conclusion is unavoidable. This is not a story about ageing. It is a story about value evaporating because the structure to transfer it was never built.
Why do transfers destroy value?
Not because the companies are bad. Because they are untransferable at the moment the transfer arrives.
An acquirer, a next generation or an external CEO does not take over revenue. They take over a system: decision routines, customer relationships, supplier terms, knowledge. In most Belgian family businesses that system lives largely in one head. The study says it politely: 70 per cent is still led by the first generation. The diligence adviser says it less politely: key-man risk, discount on the price.
Then there is the clock. Whoever starts professionalising while the transfer is already underway does everything at once under time pressure: assembling a board, formalising shareholder agreements, hiring management, bringing the numbers to diligence grade. Each of those workstreams takes one to three years in normal conditions. In a transfer process you get months, opposite a counterparty that converts every structural weakness into price reduction or warranties. Professionalising during the transition is renovating while the house is up for sale. It can be done. It simply costs double.
The three structures that must exist beforehand
Strip the succession debate to its core and three structures remain that separate a transfer at full value from a transfer negotiated against the wall. None requires an army of advisers. All three require time, and time only exists beforehand.
One: a board that actually works, with at least one external member. Barely 40 per cent of family businesses have an active board or advisory board. Yet Code Buysse IV, since December 2024 the reference framework for non-listed companies, states precisely why this is the first building block: a board forces the company to make explicit the decisions that otherwise stay implicit. For a transfer that is not bureaucracy but a dress rehearsal. A company that has worked with a real board for two years has documented strategy, minuted decisions and a governance cadence an acquirer or successor can take over. Start with an advisory board if needed; the discipline matters, not the statute.
Two: ownership agreements on paper before they are needed. A shareholders' agreement with a valuation mechanism, pre-emption rights and leaver provisions. A family charter where multiple branches exist. The numbers show the gap: 17 per cent of family businesses do not know who the next shareholder will be. That is not uncertainty about people; it is the absence of a mechanism. Agreements made while everyone is healthy and nobody wants to sell are rational. The same agreements negotiated during an illness, a conflict or a live offer are war.
Three: management depth that takes the owner out of daily operations. The hardest of the three, because it touches identity. The test is simple and merciless: can the company run for thirty days without the owner, without customers noticing? As long as the answer is no, the business is not a transferable asset but a person-bound practice. Building management depth means delegating P&L responsibility, raising reporting to diligence grade and institutionalising the key relationships. Count on two to three years. It is also the highest-yielding investment in the final valuation, because the key-man discount is often the single largest deduction in a mid-market price.
What to do Monday morning
Three actions, none requiring a consultant.
Put the thirty-day test on the table at the next management meeting, literally: what breaks if I am gone for a month? The list that comes out is your professionalisation agenda, in order of priority. Then pull out the shareholders' agreement and check three things: the date of the last revision, the presence of a valuation mechanism, and whether the leaver provisions cover today's reality. Older than five years means, in practice, non-existent. And contact one potential external director or adviser, not to sign but to learn how they look at the company. The questions such a person asks in the first conversation are free diligence.
The five numbers for the transferability dashboard
Twice a year, one page, even when the transfer is "not remotely on the agenda": (1) the number of decision categories that can be taken without the owner, as a percentage of the total. (2) The composition and meeting cadence of the board, with the number of external members. (3) The age of the shareholders' agreement and the date of the last valuation exercise. (4) The number of managers carrying real P&L responsibility besides the owner. (5) The lead time to produce annual figures at diligence grade, in days.
An owner who knows these five numbers is succession-ready, whatever he decides about timing. An owner who does not know them has no succession plan. He has an intention.
The transfer wave is coming regardless; demographics do not negotiate. The only thing an owner chooses is whether his company enters that wave as a transferable system or as a practice with staff. That difference is not made at the moment of transfer. It is made in the five years before, and those five years start today.
Photo: Unsplash
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