The choice between a share purchase and an asset purchase shapes every other aspect of an acquisition, and the two are not interchangeable despite sometimes being treated that way.
Share purchase
The buyer acquires the company as a whole, including its existing liabilities, contracts and history. This is generally simpler to execute where contracts need to continue uninterrupted, but it means inheriting whatever is in the company, disclosed or not.
Asset purchase
The buyer selects specific assets and liabilities to acquire, generally offering more control over what is actually being taken on. It typically requires individually transferring or novating contracts, which adds complexity but limits exposure to undisclosed liabilities.
Tax and regulatory considerations
The two structures carry different tax consequences and, depending on the sector, different regulatory approval requirements. This should be assessed specifically for the transaction rather than assumed from general principle.
What to do next
Identify what liabilities and contracts genuinely need to transfer for the business to continue operating, since that question generally drives which structure is more suitable.