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Understanding Asset Sale vs Share Sale

A Comparison for Buyers and Sellers

In the UK, prospective business buyers can opt for either an asset sale or a share sale, each with distinct differences and implications.

The choice between the two depends on individual circumstances and objectives.

Asset Sale vs. Share Sale Comparison:

  • Asset Sale: Involves purchasing specific tangible and intangible business assets, allowing the buyer to select assets and liabilities. Minimises risks and offers selectivity.
  • Share Sale: Involves buying shares directly from shareholders, acquiring all assets and liabilities without the option to cherry-pick.

Advantages and Disadvantages of Asset Sale:

  • Advantages to the Seller: Allows control over which assets are included, potentially reducing buyer indemnities and risks. Tax benefits such as Capital Gains Tax reductions may apply.
  • Disadvantages to the Seller: Liabilities often remain with the seller, complex transfer processes and potential tax charges.

Advantages and Disadvantages of Share Sale:

  • Advantages to the Seller: Provides a clean break, transferring liabilities to the new owner, and potential tax reliefs like Substantial Shareholding Exemption.
  • Disadvantages to the Seller: Higher risks, potential personal liability and complex pricing arrangements.

Factors for Buyers:

  • Advantages: Reduced liability assumption, potential brand value acquisition and fewer drawbacks compared to asset sale.
  • Disadvantages: Extensive due diligence required to mitigate inherited liabilities, uncertainty regarding indemnities from selling shareholders.


Choosing between asset sale and share sale involves balancing control, tax implications and due diligence requirements. Asset sales offer control, but may trigger capital gains tax, while share sales streamline transactions, but require extensive due diligence.

Professional guidance is crucial to align the best approach with specific circumstances and goals.

Whether buying or selling, having experts navigate the complexities of commercial transactions ensures a comprehensive and tailored approach.

The decision between asset sale and share sale hinges on understanding the nuances, tax implications and risk management associated with each method. With specialist support, businesses can navigate these complexities and achieve their objectives effectively.

Folkes Worton LLP Chartered Accountants can offer specialist assistance from our years of experience in mergers and acquisitions across various sectors.

Call us today on 01384 376 964

Folkes Worton LLP Chartered Accountants
Accounting for the Future