What Is Included in an Asset Sale?
Asset Sale vs. Stock Sale
Most small business transactions are structured as asset sales, not stock sales. In an asset sale, the buyer purchases the assets and goodwill of the business, not the legal entity itself—allowing the buyer to operate the business while limiting exposure to prior liabilities.
Cash-Free, Debt-Free
Business sales are typically completed on a cash-free, debt-free basis.
- Seller retains cash and accounts receivable
- Seller pays off debts and liabilities
- Buyer receives a clean balance sheet
What Is Included
The buyer acquires the assets necessary to operate the business:
- Equipment, tools, vehicles, and FF&E
- Inventory (for ongoing operations)
- Customer relationships and goodwill
- Business name, branding, and digital assets
- Leasehold interests (if applicable)
What Is Not Included
The following are typically retained by the seller:
- Cash and bank accounts
- Accounts receivable
- Prepaid expenses
- Debts and liabilities
Download the One-Page Guide: Succession Options by Company Size
Not ready to sell? That may be the best time to start planning.
You don‘t have to be ready to sell your business to start succession planning. In fact, the earlier you begin, the more options you may be able to create.
I work with Florida business owners to understand what their companies are worth today, identify factors that may be limiting value or transferability, and prepare for an eventual transition.
Contact me for a complimentary, confidential business valuation and succession-planning conversation.
