Selling Assets vs Selling Shares: The Choice That Shapes Your Deal.

Two businesses can sell for the same headline figure and leave their owners with very different amounts in the bank. The reason is usually structure. Are you selling the assets of the business, or the shares in the company that owns them?

A sale of assets

Here the buyer picks up selected assets, such as equipment, stock, goodwill, and contracts, and usually leaves the historic liabilities behind in your company. Buyers often prefer this because it limits the risk they inherit. As the seller, you need to weigh the tax consequences and what is left in the shell afterwards.

A sale of shares

Here the buyer acquires the company itself, warts and all: assets, liabilities, contracts, and history, intact. Sellers often prefer a clean exit through a share sale, but buyers will price the inherited risk and dig deeper in due diligence.

Why this is not a DIY decision

The right structure depends on tax, liability, VAT treatment, existing contracts, employee arrangements, and your own personal circumstances. Once tax is accounted for, the gap between the two routes can be substantial. This is exactly where a broker working alongside a competent commercial attorney earns their place: getting the structure right before the deal is signed, not after.

Buyer and seller often want opposite things

Because buyers usually favour asset deals and sellers usually favour share deals, structure becomes a negotiating point in its own right, not merely a technicality. The party who understands the trade-offs, and can explain why a particular structure is fair, tends to win the argument. Go in without that understanding and you concede ground you never needed to give.

The lesson is not that one structure is always better. It is that the choice carries real financial consequences and should be made deliberately, with advice, at the start of the process, not discovered at the end.

Whether you are considering selling your business, need a professional business valuation, or are looking for your next acquisition opportunity, our experienced business brokers are here to assist. Contact us at aldes@aldes.co.za or visit www.aldes.co.za to take the next step.