An asset sale will involve the transfer of individual assets from the business to the buyer. Where an asset is of relatively substantial value, such as property or machinery, it may be necessary to obtain consents from third parties to transfer ownership and contractual obligations from one party to the other. This is not generally necessary in share sale transactions, as the assets remain vested in the company.
It will not involve the transfer of contracts, save for where an asset is subject to a contract, such as an employee.
- Generally involves fewer risks
- Takes less time
- Buyer does not take on the businessÂ liabilities
- Any goodwill will remain with the seller
- If the seller is in financial difficulty then any warranty given by the company may become impossible to enforce
A purchase from a company in administration or liquidation will almost always involve the purchase of assets, although the purchase price will be lower compared to a solvent company. This may be attractive for a buyer, although the scope for negotiation will be much narrower and there will be no warranties provided.