Nobody opens a restaurant planning the exit, which is why most exits happen late — after the value is gone and the options have narrowed to the worst ones. The uncomfortable truth is that stopping well is a timing decision: almost every route below works better the earlier it starts. This is a map, not legal advice — each of these paths runs through your expert-comptable or fiduciaire, and the earlier they're in the room, the more of the list is still available.
Selling the fonds de commerce — while it's worth something
A restaurant's sale value — the lease, the location, the equipment, the trading history — evaporates fast once difficulties become visible: suppliers tighten terms, the till dips, and buyers smell it. Selling the fonds before cessation des paiements is a normal commercial transaction where you set the terms; selling after is a court-supervised process where you don't. If the numbers say the model can't be fixed, what a buyer will actually pay is a question to ask while the room is still full — and a costed, documented operation — the specs, the margins, the books a buyer's due diligence will ask for — is worth real money at the table.
France: the confidential procedures, then the courts
France has two amiable procedures that most operators discover too late. The mandat ad hoc has no entry conditions — a confidential mediator appointed by the tribunal to help negotiate with creditors, with confidentiality protected by law (art. L611-15). Conciliation is similar but requires you not to have been in cessation des paiements for more than 45 days — the legal deadline that makes early action literal. Both keep the business trading and the difficulties private. Beyond them lie sauvegarde and redressement judiciaire (court-supervised, public, but designed to continue the activity), and liquidation judiciaire as the end of the road. The pattern across all five: each step later means less control.
The voluntary wind-down — and the Swiss routes
Liquidation amiable — dissolving the company voluntarily — is the clean exit, with a hard condition attached: it's only lawful if the company can pay all its debts. It's the route for stopping an activity that's solvent but not worth continuing, not an escape from creditors. In Switzerland, the sursis concordataire (LP) suspends debt-collection proceedings while a concordat is negotiated, the remise de commerce is the standard route for handing over a going concern, and since the company-law revision, the board must monitor solvency and act on capital loss or over-indebtedness (art. 725–725b CO) — a legal duty that rewards acting early rather than hoping.
Deciding: fix, sell, or wind down
The decision rests on one honest question: is the margin recoverable? Run the diagnostic — real food cost, real payroll ratio, occupancy costs — from the struggling-restaurant guide. If the model works at achievable numbers, a 90-day margin push is cheaper than any exit. If the rent ratio or the location makes the arithmetic impossible at any realistic volume, every month of hoping costs you sale value. The operators who exit well aren't the luckiest — they're the ones who did the arithmetic a year before they had to.
