What is the difference between an asset sale and a stock sale? by Buy and Build Advisors

What is the difference between an asset sale and a stock sale?

An asset sale transfers specific assets out of a business. A stock sale transfers ownership of the business itself.

In an asset sale, the buyer picks what they want. Equipment, inventory, customer contracts, intellectual property, the brand, the goodwill. The seller keeps the legal entity and whatever the buyer did not agree to take. In a stock sale, the buyer purchases the owner’s equity, and the entity keeps running with its assets, contracts, and obligations intact. People also call this asset purchase vs stock purchase, which is the same decision seen from the buyer’s side of the table. One detail that trips owners up: if you run an LLC instead of a corporation, the stock-sale equivalent is a sale of membership interests. The label changes. The reason it matters does not.

Flat-lay of a purchase price allocation schedule, calculator, and tax form showing how an asset sale is taxed

READ MORE:

Asset Sale vs. Stock Sale: Which One Protects Your Deal

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Whether you are purchasing your first company, expanding through acquisition, or preparing to sell the business you’ve spent years building, having knowledgeable advisors on your side can make all the difference.

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