Asset Sale

This is generally for businesses that sell their assets rather than shares. Above all this would leave you with the company but the buyer will walk away with either all or some of the assets of the company.

Who is this for?

Sole traders and partnerships as they are not incorporated as body corporates, Also for companies that may have multiple businesses under one corporate umbrella and wish to sell just one aspect or business.

To discuss what structure would be best for your business sale or purchase please contact us.

Share Sale 

A share sale is when the owner(s) of a company sell their shares to a buyer, transferring ownership of the entire business entity. Unlike an asset sale, where only selected assets are sold, a share sale includes all assets, liabilities, and contracts of the company.

Who is this for?

This is shareholders of a company that wish to sell their shares. this can be all or part of the shareholding.

Please get in touch to discuss your requirements.

Mergers 

A merger refers to the process where two or more companies combine to form a single entity. This can be done in various ways, including through the acquisition of shares, assets, or a statutory process. Unlike a simple acquisition, a merger is usually seen as a more mutual combination of businesses.

Shareholders Agreements

A Shareholders’ Agreement is a private legal contract between the shareholders of a company that outlines their rights, responsibilities, and how the company should be managed. Unlike the company’s articles of association, which are public, a shareholders’ agreement is confidential and provides additional protections beyond company law.

When is a Share Sale Better than an Asset Sale?

A share sale is preferable when:
✅ The seller wants a clean exit without ongoing liabilities.
✅ The buyer wants to keep existing contracts, licenses, and employees without renegotiating.
✅ The business has valuable intangible assets (brand reputation, goodwill, customer relationships).
✅ The seller qualifies for Business Asset Disposal Relief (BADR) for lower CGT.

An asset sale is preferable when:
✅ The buyer wants to avoid liabilities (e.g., legal claims, debt, tax issues).
✅ The buyer only wants specific parts of the business (e.g., a product line, certain assets).
✅ The business has significant capital assets, and the buyer wants tax relief through capital

Advantages & Disadvantages of an Asset Sale (UK)

✅ Advantages for the Buyer:
✔ Avoids inheriting unknown liabilities.
✔ Can select only valuable assets.
✔ Can claim capital allowances on assets.

❌ Disadvantages for the Buyer:
✘ May need third-party approvals for contract transfers.
✘ Potential VAT costs on certain transactions.

✅ Advantages for the Seller:
✔ Can retain unwanted parts of the business.
✔ More flexibility in negotiations.

❌ Disadvantages for the Seller:
✘ May face higher tax liability than in a share sale.
✘ More complex legal documentation is required.