Contact Us Today 212-233-0666


Why you Should Purchase the Assets of a Company Rather than the Stock

Posted by Frederic Abramson | Aug 01, 2009 | 0 Comments

One of the problems that you may encounter when buying a business in New York is understanding how to structure the purchase.  Basically, there are two ways that you can buy a company:

  1. Asset Purchase;
  2. Stock Purchase.

In most cases, you will be better off purchasing the assets. There are three big benefits to buying the assets and not purchasing the stock:

  • Tax benefits. With an asset purchase, you can give different purchase prices among the various pieces of the company.  For example, certain equipment can be deducted immediately so you may want to assign a greater price for those assets.
  • You can choose not to acquire liabilities of the business you wish to buy.Perhaps the company failed to pay a supplier for goods it ordered two years ago.  The statute of limitations on a breach of contract lawsuit is six years, so you could be hit with a lawsuit four years after buying the company.
  • You don't have to buy every asset of the corporation. It could be in you best interest to buy only the profitable portions of the company.

Sometimes you are not given the choice of how a business sale could be structured.  Many business that are for sale require purchase of stock only for a variety of reasons. For example, the seller may believe that there are tax advantages for selling all the stock.  If you have to buy corporate stock, it is imperative to conduct a thorough investigation of the corporation's books and other financial dealings.  You can insert warranties and indemnification clauses in the stock purchase agreement. You may also be able to purchase insurance.

About the Author

Frederic Abramson

I am the principal of The Law Office of Frederic R. Abramson. Im an experienced litigator with experience in a wide range of legal areas. My practice encompasses civil litigation, business law, personal injury and real estate. I have handled litigation matters from inception to trial. I have co...


There are no comments for this post. Be the first and Add your Comment below.

Leave a Comment

Schedule a Consultation

When you're ready to take the next step you can begin the process online. If you'd like to schedule a free, no-obligation consultation in my office you can call 24 hours a day, 7 days a week at 212-233-0666.