26th May 2026
Selling a business is one of the most significant decisions an owner will make. While finding the right buyer is a crucial first step, the process can quickly feel more complex once legal discussions begin and key decisions start to shape the outcome of the deal.
One of the earliest and most important questions is how the sale should be structured. Should you sell the shares in the company, or just the business assets? Each option works very differently in practice and can have a major impact on risk, tax, and your position after completion.
A clear understanding of these options from the outset can make the sale process smoother, more predictable, and often more rewarding financially. Jen Goodwin, Director and Head of Corporate at Myers & Co, explains the key differences between share sales and asset sales, helping you approach your business sale with clarity, confidence, and peace of mind.
At its simplest, a share sale involves selling ownership of the company itself. The buyer takes on the company as a whole, including its:
An asset sale, on the other hand, involves selling specific parts of the business.
That might include goodwill, equipment, contracts or intellectual property, while the original company remains in place.
For sellers, that distinction matters.
With a share sale, everything transfers together. An asset sale tends to be more selective, allowing certain risks or unwanted elements to remain outside the deal.
Each structure brings different legal, financial and practical implications, so the right choice depends on the detail of your business and your wider plans.
Understandably, it is common for sellers and buyers to approach structuring in very different ways.
From a seller’s perspective, a share sale is often attractive because it provides a clean break. Ownership transfers entirely, and the day-to-day responsibilities of the business pass to the buyer.
Buyers, however, can be more cautious. Taking on a company through a share purchase means inheriting its entire history, including any potential risks or liabilities.
That could include unresolved contracts, historic tax issues or disputes that have not yet come to light.
As a result, buyers frequently lean towards asset purchases, where they can choose what to acquire and leave higher-risk elements behind.
The final structure usually emerges through negotiation, balancing risk, simplicity and commercial priorities on both sides.
The structure of your sale can have a direct impact on the value you ultimately receive and how that value is taxed.
In a share sale, the proceeds are typically paid to you personally as the shareholder. This can create a more straightforward financial outcome, particularly where tax reliefs are available.
With an asset sale, the position can be more complex. The business sells its assets and receives the proceeds, which may then need to be extracted from the company. That can introduce additional tax considerations and planning requirements.
This is one of the reasons why early preparation is so important.
Understanding the financial implications before entering negotiations allows you to approach discussions with clarity and confidence, rather than reacting under pressure later in the process.
Every business carries a level of risk. The key question is how those risks are managed within the sale.
In a share sale, buyers will carry out detailed due diligence to understand the company they are acquiring. Where potential issues arise, they may look for safeguards such as warranties or indemnities.
These can shift part of the risk back onto the seller after completion.
In an asset sale, risk is often managed through careful selection. Only certain parts of the business transfer, meaning liabilities can be contained or excluded where appropriate.
For sellers, this is not simply a legal technicality. It can influence how much ongoing exposure remains once the deal completes and whether there are continuing obligations tied to the transaction.
Ideally, long before the business goes to market.
Many of the challenges that arise during a sale are not caused by the deal itself. They stem from issues that have not been identified or addressed early enough. Missing documentation, unclear ownership arrangements or outdated contracts can slow negotiations and affect value.
Starting the process early gives you the opportunity to:
This preparation does more than reduce stress. It puts you in control of the narrative when engaging with potential buyers.
There is no universal answer, and that is often the challenge.
The right approach depends on a combination of factors, including:
In practice, the decision is rarely made in isolation. It forms part of a wider strategy that includes timing, pricing, negotiation and tax planning.
What matters is not choosing the “simplest” option on the surface, but the one that aligns most closely with your long-term interests.
Legal advice at the outset allows you to explore your options with a clear view of the consequences.
Instead of trying to adjust the structure during negotiations, you can approach buyers with a well-prepared position. That tends to make discussions more focused, reduce friction and avoid surprises later in the process.
It also provides an opportunity to identify issues that might otherwise only come to light during due diligence. Addressing them early often leads to a smoother and more efficient transaction overall.
For many business owners, this stage offers reassurance as much as technical guidance. Having a clear plan in place removes much of the uncertainty that can surround a sale.
Selling your business is a defining moment, and the way it is structured can significantly shape the outcome you achieve. Getting it right means protecting value, managing risk, and putting yourself in the strongest possible position.
At Myers & Co, we support business owners at every stage of the sale, from early planning through to completion. We take time to understand your goals and provide clear, commercially focused advice that helps you move forward with confidence.
Whether you are exploring your options or preparing for negotiations, starting the conversation early can make all the difference. With the right guidance in place, you can approach your sale with clarity and achieve an outcome that truly reflects the value of your business.
If you are thinking about selling your business, Give us a call, or make an enquiry to find out how we can help.
