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Under an asset sale, you purchase the seller's assets and liabilities, but the seller retains possession of the legal entity. Under a stock sale, you purchase the seller's stock - thereby taking possession of the seller's legal entity (in addition to their assets and liabilities).
An APA differs from a stock purchase agreement (SPA) under which company shares, title to assets, and title to liabilities are also sold. In an APA, the buyer must select specific assets and avoid redundant assets. These assets are itemized in a schedule to the APA.
Once an asset purchase is complete, the assets and liabilities that have been purchased are moved to the new entity and the old entity (and any assets or liabilities it still owns) must be wound down. In a stock purchase, the buyer purchases the entire company, including all assets and liabilities.
An Asset Purchase Agreement (APA) is a contract that spells out the terms of the sale in precise detail. It is a legally binding agreement that formalizes the price, deal structure, terms, and other aspects of the transaction. All in all, it is one of the most important legal documents during the acquisition process.
Wyoming LLCs do provide this second type which is called charging order protection. Enjoying these benefits is not as simple as only filing Articles of Organization with the Secretary. Rather, the LLC must be funded and care taken to obey other corporate formalities, e.g. annual meetings and a proper set of books.
Stock purchase ? The buyer purchases all the stock of a company, and the seller does not retain any employees or benefit plans. Asset purchase ? The buyer chooses which assets and liabilities, including benefit plans, to purchase.
The asset purchase agreement is typically prepared by the buyer's lawyer. However, it is important to have the agreement reviewed by a business lawyer to ensure that all assets are properly transferred and that the purchase price is fair.
An asset sale occurs when a business sells all or a portion of its assets. The seller, or target company, in this type of deal, is still legally the owner of the company, but no longer owns the assets sold. In a stock sale, the buyer acquires equity from the target company's shareholders.