Owners tend to arrive at a business sale thinking about the price and discover that a more structural question comes first: what is actually being sold. A sale of the company itself and a sale of the business and its assets are different transactions with different consequences for what transfers, what stays behind, what has to be consented to and what the paperwork must cover. The distinction is decided by the parties and their advisers, and knowing it exists changes how an owner reads everything that follows.
Selling the company, or selling the business and its assets
In one the buyer takes the entity, and broadly what is in it comes with it, including its history. In the other the buyer takes named assets and the entity stays with you. Which one is used has real consequences for contracts, employees, liabilities and consents, and it is a decision for the parties and their own advisers. This site explains that the distinction exists; it does not advise on which applies to you.
Why it changes your preparation
The document pack differs. An entity sale draws heavily on corporate records and the company's history; an asset sale focuses on the specific assets, the contracts being assigned and the consents required to assign them. Owners who assemble a pack before knowing which structure is likely still cover most of it, and the gap is usually in third-party consents, which are the slowest items.
The third-party consents nobody costs in
Leases, key customer contracts, franchises, licences and lender arrangements frequently require somebody else's agreement before they can move. Those approvals run on other people's timescales, they are discoverable months in advance by reading your own contracts, and they are the most common cause of a completion date slipping after everything else has been agreed.
Questions people ask about business sale
Which structure is better for a seller?
It depends on tax, liability and what the buyer will accept, and it is genuinely a question for your accountant and solicitor together. Owners who ask it before agreeing terms are in a much better position than those who ask afterwards.
What transfers automatically?
That varies with the structure and the jurisdiction, particularly for employees and contracts. It is exactly the kind of question where a general answer is misleading, so it belongs with your own solicitor.
What can I prepare regardless of structure?
The records, the financial picture, and a list of every contract that might need somebody's consent. Those three are useful under either structure and the third one is the timetable.