February 10, 2026
Ultimate Guide to Asset vs. Stock Purchase Structures
An asset purchase lets the buyer “pick the parts” of the business they want (equipment, inventory, goodwill, etc.) and usually avoid the seller’s entity-level liabilities while also getting a tax basis step-up for better depreciation and amortization. A stock purchase buys the entire legal entity as-is, so contracts and permits often stay in place with fewer operational disruptions—but the buyer inherits the company’s full liability history and generally loses the step-up tax benefits. In practice, buyers often prefer asset deals for protection and tax upside, while sellers prefer stock deals for cleaner exits and typically better tax treatment.
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