Asset vs. Share Purchase - How to Sell a Business How to Buy a Business - David C Barnett. http://www.BusinessBuyerAdvantage.com
Buying assets vs. buying shares
When buying or selling a business, a common question that comes up is whether to buy or sell the shares or the assets of the business.
For some people who are not familiar with this, the concept can be hard to grasp. That’s why I made this video to explain things in simple terms: https://youtu.be/HgDLgwbXgj0
Here’s an illustration. Imagine that Mark owns a lawn maintenance company; Mark’s Lawns Inc. Mark’s Lawns Inc. owns a tractor.
If you wanted to get into the lawn maintenance business you could buy Mark’s Lawns Inc. The ownership of the tractor doesn’t change. It was and still is owned by Mark’s Lawns Inc. In this case, the seller is Mark. He’s selling the shares of the corporation to you.
The other way to buy the business would be to buy the tractor. In this case, Mark’s Lawns Inc. is the seller. The ownership of Mark’s Lawns Inc. doesn’t change. Mark will still own this corporation after the transaction, the only difference is that the company will have money in it instead of a tractor.
Because corporations are people under the law, a share sale makes a new owner subject to liabilities to past events. An attorney will do their best to structure warranties to try to protect a buyer but at the end of the day, a share sale could expose a buyer to unwanted liabilities.
Asset sales are technically just the purchase of ‘stuff.’ In this regard a buyer doesn’t necessarily have to worry about most of the past issues with the corporation. Also there are usually tax advantages for buyers who buy assets because equipment that may have been fully depreciated by a seller may now appear on the buyer’s books at fair market value and can be depreciated again by the buyer.
Seller’s know this and there is an equal tax disadvantage vis-à-vis depreciated equipment. Also, in some places, such as Canada, there is preferred tax treatment on the sale of shares of an eligible corporation.
So when people ask me if they should buy or sell shares or assets I tell them this: Buyers should try to buy assets, sellers should try to sell shares but at the end of the day it doesn’t matter.
The type of transaction will form part of the negotiation.
Let me give you a simple example. A seller wants $250,000 for their business. A buyer offers $200,000. The seller says that they can’t go that low unless the buyer is willing to purchase shares… a deal is struck.
The tax advantages/disadvantages of either form of sale are known by both parties and can sometimes be estimated by both parties. As such, it just comes down to dollars and cents in most cases.. unless there are specific reasons to buy shares such as contracts, government regulation, etc… but that is a subject for another day.
If you’d like help to buy or sell a business, call me at (506) 381-8416 or visit www.HowToSellMyOwnBusiness.com or www.BusinessBuyerAdvantage.com
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