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Definition

Asset vs Share Sale

Whether you are buying the business's assets or its legal entity (shares).

Definition

In an asset sale, the buyer purchases specific assets (equipment, IP, customer contracts, goodwill) and the seller's company structure stays with the seller. In a share sale, the buyer purchases the shares in the company itself — taking on all its history, contracts, liabilities, and obligations. Asset sales are generally preferred by buyers (cleaner, lower risk); share sales are often preferred by sellers (potential tax advantages).

Worked Example

A buyer purchases a cleaning business via asset sale: they acquire the customer contracts, equipment, and trading name. The original company entity — and any historical legal liabilities — remains with the seller.

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