There is an essential difference between the two. 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.In an asset purchase in Texas, the buyer acquires all or part of a business's assets. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. In a Texas asset purchase, the buyer buys all or portion of a company's assets. Most buyers prefer an asset sale because it generally does not include the transfer of the seller's liabilities. A stock sale involves the purchase of the entire business, including all assets and liabilities. This way, the buyer acquires ownership of the business. A major tax consideration when you sell your business is whether you should sell the assets of the business or your stock in the company.