An asset sale is the purchase of individual assets and liabilities, whereas a stock sale is the purchase of the owner's shares of a corporation. A stock purchase is a complete purchase of a company, including all the assets and liabilities.Stock purchases thus have different tax outcomes. Asset Sale lets buyers choose specific assets and liabilities; Stock Sale doesn't. While an asset sale outshines a stock sale in company structure support, it loses a fair amount of points when it comes to tax implications. An asset sale transaction involves the sale of some or all of the assets used in a business from a selling company to a buyer. Asset Sales involve transferring specific assets and liabilities from the seller to the buyer. Many Buyers will require that a sale be structured as an Asset Purchase in order to avoid responsibility for prior liabilities or expenses of the business. Enter the amount that should have been withheld on Form 593, Real Estate Withholding Statement, line 34 and certify this is a cash poor transaction on Side 3.