Asset Sales and Purchases
A tried and tested way of expanding a business is by acquisition.
If you are considering taking over a business one of the most fundamental decisions is whether to buy the assets of the business or to buy the shares in the business. If you buy the shares, you are effectively buying the company lock, stock and barrel and will therefore take on both the assets and liabilities (whether known or unknown).
An asset purchase involves acquiring only those assets that are wanted (so they can be cherry picked) together with any liabilities which are agreed. A further important consideration is that generally, the buyer will not take on the tax liabilities of the seller.
However, an asset purchase can be more complicated because of the following issues:
- Employees may need to be transferred from the seller to the buyer or may automatically transfer under TUPE.
- Contracts may need to be transferred from the seller to the buyer and third party consents may be required.
- If property is leased, the consent of the landlord to the transfer of the lease will normally be needed.
- Pre-payments and apportionments will need to be dealt with for goods and services paid for or incurred prior to completion.
Asset Sales and Purchases advice from Ralli
The corporate team at Ralli has experience of both share transactions and asset sales and purchases across a number of business sectors.
Please contact our corporate team on 0161 832 6131 or alternatively you can get in touch by filling out one of our online enquiry forms placed at the foot of the page.
Find out more on our Corporate and Business Law page.