An asset purchase is a business transaction where a buyer purchases selected assets rather than buying the owner’s equity interests.
Why an asset purchase matters
An asset purchase matters because the parties can identify which assets transfer and which liabilities are assumed or left behind. The structure can affect contracts, licenses, employees, taxes, secured creditors, consents, and successor-liability issues.
Asset purchases are common in small-business sales and targeted acquisitions.
Where an asset purchase appears
Asset purchases appear in purchase agreements, due diligence, lien searches, secured-transaction reviews, business sales, bankruptcy sales, and post-closing disputes.
Practical example
A buyer purchases a restaurant’s equipment, trade name, inventory, and lease rights, but does not buy the seller’s corporate stock. That is usually structured as an asset purchase.
How an asset purchase differs from nearby terms
An asset purchase differs from a stock purchase agreement because the buyer acquires selected assets rather than ownership interests in the company. It differs from a merger because the seller entity may continue to exist after the asset sale.
Related terms
Quick knowledge check
Why might a buyer prefer to purchase selected assets rather than all ownership interests?