Asset Sale vs Stock Sale
Whether the buyer purchases selected assets and assumed liabilities, or the equity of the company itself.
Last updated September 5, 2026
In an asset sale, the buyer chooses assets (FF&E, inventory, trade name, contracts) and typically leaves most historical liabilities with the seller’s entity. In a stock (or membership-interest) sale, the buyer takes the entity, including licenses, contracts, and often hidden liabilities. Main Street deals are frequently asset sales for tax and liability reasons; licenses and leases must still be transferred or reissued. Tax results differ for each side and need advisor input.