An Acquisition of S Corporation (Stock Purchase Agreement) -- Seller is Sole Owner of all Shares of Corporation is an agreement between two parties where the Seller, who is the sole owner of all shares of a given corporation, agrees to sell his or her shares to the Buyer. This type of agreement typically outlines the terms of the sale, such as the purchase price of the stock, the delivery of the shares, the payment of taxes and other liabilities, and any warranties or representations of the Seller. There are two main types of Acquisition of S Corporation (Stock Purchase Agreement) -- Seller is Sole Owner of all Shares of Corporation: Asset Purchase Agreement and Stock Purchase Agreement. In an Asset Purchase Agreement, the Seller agrees to sell the assets of the corporation, such as land, buildings, equipment, and accounts receivable, to the Buyer. Under this type of agreement, the Seller retains the shares of the corporation while the Buyer acquires the assets of the corporation, and the Buyer assumes the liabilities of the corporation. In a Stock Purchase Agreement, the Seller agrees to sell the stock of the corporation to the Buyer. Under this type of agreement, the Seller relinquishes all rights and ownership of the corporation, and the Buyer assumes full ownership of the corporation. The Buyer also assumes all liabilities and obligations of the corporation.