When selling a UK business, you can structure the deal as an asset sale or a share sale. In an asset sale, the buyer takes specific assets and only the liabilities both sides agree to transfer, while the selling company stays in place. In a share sale, the buyer acquires the shares in the company itself, so it inherits all assets and liabilities, known and unknown. The choice affects liability, employees under TUPE, contracts and tax. Buyers often prefer asset sales to limit risk. Sellers often prefer share sales for a cleaner exit. The right structure depends on the business, the risk each side accepts and their bargaining position. This article explains how each route works under UK law, and where the risks and responsibilities sit for buyers and sellers.<\/p>\n\n\n\n
An asset sale<\/a> means the buyer purchases specific assets of the business rather than the company itself. The selling entity stays in place. It keeps any assets and liabilities that are not expressly transferred as part of the sale.<\/p>\n\n\n\n Assets commonly included in an asset sale are:<\/p>\n\n\n\n Only liabilities the parties expressly agree to transfer will pass to the buyer. Some obligations transfer automatically under UK law.<\/p>\n<\/div>\n\n\n\n The Transfer of Undertakings (Protection of Employment) Regulations 2006<\/em>, known as TUPE, is one of the biggest issues in an asset sale. Where TUPE applies, employees assigned to the business transfer automatically to the buyer, along with their existing rights and obligations. This limits the buyer’s ability to pick assets without taking on staff.<\/p>\n\n\n\n Contracts add further complexity. Many commercial agreements restrict assignment, so you may need third-party consent before a contract can transfer. Property, licences and intellectual property rights often need formal documentation to transfer validly.<\/p>\n\n\n\n An asset sale lets a buyer leave the seller’s worst problems behind; a share sale hands every one of them over on completion<\/p><\/blockquote>\n -Tom Khalid, Solicitor, LegalVision<\/p>\n<\/div>\n\n\n\n In a share sale<\/a>, the buyer acquires the shares in the company that owns the business. The legal entity itself does not change. Control of the company passes to the buyer.<\/p>\n\n\n\n As a result:<\/p>\n\n\n\n This structure gives continuity. The business runs the same way after completion, simply under new ownership.<\/p>\n\n\n\n Because the buyer takes the company as is, they also inherit its history. That includes contractual obligations, regulatory compliance issues and potential claims arising from past conduct. Buyers usually run detailed legal due diligence for this reason. They also seek warranties and indemnities in the share purchase agreement to protect against unforeseen risks.<\/p>\n\n\n\n\n\n Continue reading this article below the form\n <\/i>\n<\/a>\n\n
What Is a Share Sale?<\/h2>\n\n\n\n
\n