Two ways to transfer a business
Every business sale is structured one of two ways. In an asset sale, the buyer purchases specific assets, equipment, inventory, contracts, goodwill, and usually leaves liabilities behind. In a stock sale, the buyer purchases the ownership of the company itself, and the entity carries forward with its assets and liabilities intact.
Why buyers and sellers pull in opposite directions
Buyers usually prefer asset sales. They get a clean step-up in tax basis and they leave unknown liabilities with the seller. Sellers often prefer stock sales, because the tax treatment can be more favorable and the deal is frequently simpler to close. This tension is normal, and it is one of the things a good structure negotiation resolves.
Model both before you go to market
Structure is not a detail you settle at the closing table. It changes what you actually keep after taxes, what liability follows you, and how long the deal takes to close. Model both structures with your CPA and deal counsel before you go to market, so the structure conversation with a buyer starts from your numbers, not theirs.