Asset Deal vs Share Deal – Which One Should You Choose?

When buying or selling a business, one of the most important decisions is whether to structure it as an asset deal or a share deal.

In an asset deal, the buyer purchases selected assets and liabilities of the company—like property, equipment, inventory, or intellectual property—without taking on the entire entity. In contrast, a share deal involves purchasing the ownership shares of the company, which means the buyer inherits everything, including hidden liabilities.

Why Buyers Prefer Asset Deals

• Control over what you buy – Only the profitable or useful assets are transferred.
• Limited risk – Unwanted debts or pending legal disputes usually stay with the seller.
• Tax benefits – Buyers can enjoy depreciation benefits on newly acquired assets.

Why Sellers Prefer Share Deals

• Clean exit – The entire company is sold, including liabilities.
• Simpler for employees and contracts – No need to transfer individual agreements.

Which is better? It depends on the risk appetite, tax implications, and business goals of both parties. Buyers seeking protection often prefer asset deals, while sellers aiming for a quick exit lean toward share deals.

If you’re planning a business acquisition, consult with legal and financial advisors to choose the right structure for your deal.