Asset Sale
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media.
Published
- Checks in every memo8
- Automatic on day one3 of 8
- Read by handad spend and processor payouts
- Tracked ecom salesEUR 200M+ZenoX ad-management figures, not Kairos deal volume - Kairos hasn't closed a deal yet.
Asset Sale is the deal structure where a buyer purchases a store's assets, such as the store account, domain, ad accounts, and customer list, item by item, rather than buying the company entity that owns them. The seller's business entity keeps its own debts and tax history. Kairos structures every deal this way, never as a share sale.
What Transfers, and What Stays Behind
The named assets and nothing else: the store account, the domain, the ad accounts and pixels, the content and product data, the customer and email lists, and any supplier agreement that consents to move. A supplier that refuses assignment does not transfer either - the buyer signs a fresh contract with them directly, or does without that supplier from day one, so an unassignable contract belongs on the diligence checklist before signing, not discovered after. The seller's company keeps whatever it owed or was owed before the sale. A buyer taking on a share sale instead inherits the company's past along with it, unknown liabilities and old contracts included.
The Tax and Liability Trade-Off
The purchase price gets allocated across the transferred assets in the agreement, and that allocation drives each side's tax bill separately from the headline number. The buyer gets a stepped-up basis on what they bought, so equipment and intangibles start depreciating again from the new price instead of the seller's old book value - a benefit an asset buyer gets that a share buyer does not. The seller usually comes out worse: part of the price often lands as ordinary income instead of the lower capital-gains rate a share sale would give them, which is why some sellers resist the structure a buyer prefers. And the split is not absolute - unpaid sales tax and statutory successor-liability claims can still follow the assets no matter how the agreement is worded, so a buyer's diligence still has to check for them.
Not to Be Confused With
- Share Sale
- an asset sale transfers the store's named assets one by one and leaves the seller's company behind; a share sale transfers the company itself, liabilities included. Confuse them and a buyer can walk away thinking they only bought a domain and an ad account when they actually inherited the seller's old debts too.