Asset sale vs share sale: what changes for an eCommerce seller

Short answer. In a share sale the buyer buys your company, with its accounts, contracts and history. In an asset sale they buy selected assets, like the brand, store, domain and inventory, and your company stays with you. Share sales are usually a cleaner exit for the seller but come with more warranties; asset sales let the buyer leave the history behind. Taxes, accounts and employees work differently in each.

Key takeaways

• Share sale: the company changes hands. Asset sale: the business moves out of your company.
• Buyers often prefer assets, because they can leave old liabilities behind.
• Sellers often prefer shares, because they leave cleanly, but they'll give more warranties.
• Accounts, contracts and employees transfer very differently in each.
• Tax treatment differs a lot by country and structure. Decide with an advisor before the letter of intent.

What's the difference?

Share sale

You (and any partners) sell the shares or quotas of the company that owns the business. The buyer becomes the new owner of the company. Everything inside it stays inside it: bank accounts, contracts, the Shopify store, ad accounts in its business portfolio, employees, tax history, and any liabilities, known or unknown.

From the outside, little changes. The company keeps trading. Only the owner is different.

Asset sale

Your company sells specific assets to the buyer: the brand and trademarks, the domain, the store, the content, the customer and email lists, the inventory, selected contracts. The buyer often uses a company of their own to receive them.

Your company stays with you. So do its liabilities, its tax history and anything not on the list of assets. After the sale, you usually wind it down or use it for something else.

Why do buyers often prefer an asset sale?

• They leave the past behind. Old tax issues, unknown disputes, a past supplier claim stay with your company.
• They pick what they want. No inheriting contracts or assets they don't need.
• Tax reasons. In some countries, buying assets lets the buyer depreciate or amortise what they paid. In the US, for example, buyer and seller both report how the price is allocated across asset classes on IRS Form 8594 (IRS, About Form 8594), and that allocation affects taxes on both sides.

Why do sellers often prefer a share sale?

• A clean exit. The whole company leaves, with its contracts and obligations. You don't need to wind anything down.
• Simpler transfers. Bank accounts, ad accounts, supplier agreements and the store stay with the company, so fewer things need moving or consent.
• Tax reasons. In some countries, selling shares in a trading company can qualify for reliefs. In the UK, for example, Business Asset Disposal Relief can apply to qualifying disposals of shares, with an 18% rate for disposals on or after 6 April 2026 and a £1 million lifetime limit (GOV.UK, HS275). Whether it applies to you depends on conditions your advisor needs to check.

The trade-off: since the buyer inherits everything, they'll ask for more protection. Expect detailed warranties about the company's past, indemnities for specific risks, and sometimes part of the price held back in escrow.

What changes for accounts and platforms?

This is where eCommerce deals differ from traditional ones.

On Meta specifically, the platform says an ad account created inside a business portfolio stays part of that portfolio and can't be transferred to another one (Meta Business Help Center). In an asset sale, plan the transition of ads carefully, because account history is part of what the buyer values.

What happens to employees?

Very different rules apply, and they vary by country.

In a share sale, the employer doesn't change, so employment contracts usually continue as they are.

In an asset sale, many European countries protect employees when a business is transferred. In the UK, the TUPE regulations mean employees' jobs, terms and conditions usually transfer to the new owner (GOV.UK, Business transfers and TUPE). EU countries have similar rules based on Directive 2001/23/EC. In the US, an asset buyer usually decides whom to hire. We go into detail in what happens to your team when you sell.

What about VAT?

In some countries the transfer of a whole business can fall outside VAT if conditions are met. In the UK, for example, HMRC says that if you sell assets as part of a business that's a going concern then, subject to conditions, no supply takes place for VAT purposes (GOV.UK, VAT Notice 700/9). Whether your sale qualifies is a question for your advisor. More on this in taxes when selling an online business.

What are warranties and indemnities?

They're the seller's promises in the purchase agreement, and they matter more in a share sale because the buyer inherits the company's history.

Warranties are statements of fact about the business: the accounts are accurate, there are no undisclosed disputes, taxes have been paid, the company owns its trademarks, contracts are valid. If one turns out to be untrue and the buyer suffers a loss, they can claim against you.

Indemnities are promises to cover specific risks pound for pound or euro for euro, usually for something already known, like a past VAT question or a dispute with a former supplier.

The way to limit your exposure is disclosure. Anything you disclose formally against the warranties, in a disclosure letter or schedule, generally can't be the basis of a claim later. That's one more reason to write down known issues early, as part of due diligence preparation.

The agreement will also set limits: a maximum total you can be liable for, a minimum claim size, and a time window for claims. These are negotiated, and worth negotiating with a lawyer who does M&A.

How do I choose?

There's no universal answer. A few questions help:

1. Is the business in a company at all? If you trade as a sole trader, an asset sale may be the only option.
2. Is the company clean? If it has other activities, debts or old disputes, buyers will want assets only.
3. What are the tax consequences for you and for the buyer? This often decides it, and the two sides may want opposite things.
4. How hard is it to transfer the key assets? Contracts that need consent, ad accounts that can't move, licences.
5. Who are the likely buyers? Funds and companies are used to share deals with warranties. Individual buyers often prefer assets.

Agree the structure in the letter of intent. Changing it later means re-doing tax analysis, contracts and often price.

How WiseExit helps

We handle the offers, the buyer's checks and the terms, and we work alongside your lawyer and tax advisor on the structure. If you're still at the beginning, start with what the business is worth. Request a free valuation: answer in 24 hours, zero upfront costs, no commitment to sell.