Transfer Taxes Asset Purchase Agreement

By buying assets rather than shares, the buyer avoids the problems of minority shareholders who refuse to sell their shares. Purchasing a business through the acquisition of assets is less complicated from a securities law perspective, as parties are not normally required to comply with government and federal securities laws and regulations. But in asset purchases, the buyer does not receive preferential tax treatment, as the acquisition of assets cannot be considered a tax-exempt reorganization. If you are considering an asset acquisition or any form of acquisition such as a purchase, merger or sale of shares, we ask you to contact our experienced lawyers or seek free advice and content at 866-631-3470. You benefit from the combined experience of our corporate acquisition and contract lawyers and our tax tax specialists, who can guide you through the transaction and ensure maximum benefits for your business. If a facility is purchased, the buyer only buys certain assets from the seller`s company. The seller will remain the owner of the assets that were not included in the sale agreement with the buyer. The transfer of ownership of certain assets may need to be confirmed by statements, for example.B. With real estate transfer titles. In most cases, the purchase of a facility protects the buyer, as the buyer only assumes responsibility for the assets included in the sales contract.

The seller remains responsible for unsold assets. The acquisition of specific intellectual property, commercial contracts and commercial leases can be much more complex. In some cases, it may be necessary to negotiate terms with third-party representatives or to renew or modify existing leases or contracts. An Asset Purchase Agreement is a complex legal document that should allow ownership of certain properties to be placed and prepared or verified by mergers and acquisitions and experienced contract lawyers. There may be several « promotions » as part of an asset acquisition contract. Our tax lawyers advise clients on whether the taxable base of an asset should be « increased » (e.g. B equipment purchase) when a higher base allows for higher depreciation in a relatively short period of time (3 to 7 years).