• Tanya S Osensky

Selling a Business: Structure Options

There are three basic ways to sell a business:

1. Selling the assets of the business,

2. Selling the equity interest, or

3. A merger of two companies.


Asset sales tend to be good for buyers, because they can choose not to assume liabilities.


Stock sales favor sellers because the liabilities of the business go along with the equity, and it may have certain tax benefits.


Sometimes there are other legal issues that affect the structure. On a recent deal I worked on for the sale of a restaurant, the buyer ended up buying the equity because otherwise, the seller wouldn’t be able transfer the permits, licenses and certain contracts that were essential to operating the restaurant.


Relying on just the broker to handle the sale is a mistake: there are many nuanced considerations that should involve other kinds of advisors. If the broker is not licensed to deal in securities (probably not), it's time to seek additional advice.

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