So, you’ve decided to sell your small or micro business. Well done! You’re ready to kick back, retire, or maybe start that alpaca farm you’ve always dreamed of. But before you run off into the sunset, there’s one crucial decision to make: are you going to sell the business through a share sale or an asset sale?
Don’t worry, we’ll keep things simple, throw in some humour, and sprinkle in examples to make it crystal clear.
Share Sale: "The Whole Shebang"
Let’s start with a share sale. In this type of sale, you're basically handing over the keys to the entire kingdom—warts and all. If you’re a limited company (meaning your business is its own legal entity), you sell your shares in the company to the buyer. The buyer takes over the company, including all the good bits and the not-so-good bits—staff, contracts, equipment, debts, liabilities… everything!
It’s like selling a car. You don’t take out the engine and tyres and hand them over separately; you sell the entire car as-is, hoping the buyer doesn’t notice the squeaky brakes or that mysterious stain on the back seat.
Remember though, any buyer with a functioning brain cell will be carry out extensive Due Diligence, so be prepared for that – and guess what? We can help with that too,
Example of a Share Sale:
You own "Betty’s Bakery Ltd.", a small company you’ve been running for years. Someone’s interested in buying the bakery, so you agree to a share sale. This means the buyer is purchasing all of your shares in Betty’s Bakery Ltd., which includes the ovens, recipes, your staff, the lease for your shop, and that weird supplier contract you signed after one too many glasses of wine at a trade show.
Once the deal is done, Betty’s Bakery Ltd. is now legally owned by the buyer. You walk away with the money, and the buyer walks away with the bakery exactly as it is—including any potential legal disputes or surprise tax bills hiding in the paperwork. You’re done. Clean break.
Asset Sale: "Pick 'n' Mix"
Now, let’s talk about the asset sale. This is more like a ‘Pick 'n' Mix’ scenario. The buyer chooses specific assets they want, and only those assets. This could be your equipment, your customer list, maybe a few contracts, but not the entire business. They’re just cherry-picking the things they fancy.
The company itself remains your problem, meaning if there are any skeletons in the closet (debts, liabilities, an angry ex-employee), they stay with you. It’s like selling a house but keeping the dodgy plumbing and the leaky roof for yourself. Lucky you!
Example of an Asset Sale:
You own "Alfie’s Auto Repairs", and a buyer is interested in the equipment you’ve built up over the years—hydraulic lifts, diagnostic tools, maybe even your client list. In an asset sale, they buy these specific items, but they don’t take over the entire company.
So, Alfie’s Auto Repairs as a legal entity stays with you, and you’re still responsible for paying off any remaining debts, dealing with outstanding tax obligations, or keeping that long-term employee you didn’t really want to tell about the sale.
In this case, you sell off what the buyer wants (the assets), but you’re left to wrap up any loose ends that come with running the business. It can be more work, but it also gives you more control over what you’re selling.
Key Differences (In Case You Skimmed Everything)
1. Ownership Transfer:
o In a share sale, the buyer takes over everything—the whole business, including liabilities.
o In an asset sale, the buyer only takes what they want, while you keep the rest (including liabilities).
2. Risk to Buyer:
o In a share sale, the buyer takes on all the risks (old debts, legal issues, etc.).
o In an asset sale, the buyer can avoid taking on the dodgy parts and leave you with any baggage.
3. Tax Considerations:
o For the seller, a share sale might be more tax-efficient because you’re likely to qualify for Business Asset Disposal Relief (formerly Entrepreneurs’ Relief), which reduces your Capital Gains Tax.
o For the buyer, an asset sale can sometimes be more attractive because they’re not taking on liabilities, but they may not get the tax benefits you would with a share sale.
Final Thoughts: Which is Right for You?
If you’re ready for a clean break, want to hand over the entire business, and are OK with transferring everything to the buyer—including any hidden headaches—then a share sale is probably your best bet.
But if you only want to sell off parts of the business (maybe to get a quick cash injection or to slowly phase out), and you don’t want the buyer touching your dodgy contracts or that employee who still hasn’t figured out how to work the photocopier, then an asset sale could be the way to go.
Just remember, whichever route you choose, it’s ESSENTIAL to get a lawyer on board. They’ll help make sure you don’t accidentally sell your prized collection of company pens or forget about that unpaid tax bill from 2018.
Good luck with your sale—and here’s to that future alpaca farm!