In the case of the acquisition of assets, the buyer acquires the specific assets and liabilities of the company he wants, and there is no transfer of ownership of the company, while in the case of share purchases, it is mandatory for the buyer to assume all the assets and liabilities of the selling company, and there is a complete transfer of ownership of the company. The acquisition of assets does not apply to the tax treatment as a tax-exempt reorganization. The following table explains the advantages and disadvantages of asset purchases compared to stock purchases. Asset purchases can be much more complex than stock purchases, as some assets need to be completely reallocated. For example, contracts must be renegotiated. Therefore, when deciding how to structure the sale of your business, you need to determine whether you want to sell your company`s assets or sell its shares. This can be a confusing decision for many business owners, as they don`t know which option is best for them. Keep in mind that most business sellers prefer to sell their shares, but most buyers prefer to buy a company`s assets rather than stocks. However, all business purchase agreements differ depending on the type of business to be sold and the actual structure of the business. When a sale of assets takes place, the buyer buys the assets and liabilities of the business.

In the case of a sale of shares, the buyer acquires the owner`s real shares in the company. Normalized net working capital is usually included in an asset purchase agreement. Net working capital consists of items such as receivables, inventories and creditors. How common are asset sales compared to stock sales? According to an analysis of market transactions from Pratt`s Stats database, approximately 30% of all transactions were stock sales. However, this number varies greatly depending on the size of the company, with larger transactions having a greater likelihood of being stock sales. When a business acquires another business, what does the seller actually give to the buyer? The answer depends on whether the transaction is legally structured as a sale of shares or a sale of assets. Roughly speaking: when concluding a purchase contract, the same questions are usually asked. Will the buyer buy all the shares of the company or will he simply buy the shares of only one of the owners? In the latter case, other shareholders usually do not have to formally approve the sale, as it is quite easy and simple to sell your shares to another.

However, if the buyer wishes to acquire all the shares of the company and thus take over in terms of ownership, the current owners and the potential buyer should meet to discuss these considerations. .