Property aspects of share and asset purchases—key points to consider

The following Property practice note provides comprehensive and up to date legal information covering:

  • Property aspects of share and asset purchases—key points to consider
  • Asset purchase
  • Share purchase
  • Identifying the properties to be purchased
  • Property searches and statutory protection
  • Obtaining landlord's consents
  • Contingent liabilities
  • Transfer of property related to contracts
  • Tax considerations
  • Stamp duty land tax (SDLT)
  • More...

Property aspects of share and asset purchases—key points to consider

The properties owned by a company can be acquired by one of two methods:

  1. a purchase of assets owned by the company (an asset purchase), or

  2. a purchase of shares in the company (a share purchase)

Asset purchase

On an asset purchase:

  1. the buyer acquires the business as a going concern and is able to pick and choose which parts of the business, together with its assets and liabilities it acquires

  2. all of the properties owned, used or occupied by the business must be conveyed, assigned or transferred to the purchaser in the sale documentation

For more information, see Practice Note: Property issues arising on an asset purchase.

Share purchase

On a share purchase:

  1. the buyer acquires the shares in the target company that owns the business (the 'target'), which comes with all of its assets, obligations and liabilities (whether or not the buyer was aware of them)

  2. all of the properties owned by the target remain with the target but the ownership of the target changes

  3. the buyer acquires all the property assets and liabilities of the target and there is no conveyancing aspect

  4. if the target owns properties which the buyer does not wish to acquire, provision needs to be made for them to be transferred elsewhere before or after completion

For more information, see Practice Note: Property issues

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