{"ok":true,"canonical_url":"https://dealroom.so/sba-7a/questions/what-is-the-difference-between-an-asset-and-stock-purchase-in-a-buyout","api_url":"https://dealroom.so/api/public/questions/what-is-the-difference-between-an-asset-and-stock-purchase-in-a-buyout","question":"What is the difference between an asset and stock purchase in a buyout?","topic":"Partner & owner buyout","audience":"borrower","bot_mode":"buyer","short_answer":"An asset purchase involves buying specific business assets, while a stock purchase involves buying the departing partner's ownership shares in the existing legal entity.","rule":"In a stock purchase, the buyer acquires the seller's equity, inheriting the existing business entity with its liabilities and assets. In an asset purchase, the buyer only purchases selected assets, creating a new legal entity or integrating them into an existing one, typically leaving liabilities with the seller's original entity.","example":"In a stock purchase, Partner A buys Partner B's shares in 'ABC Corp', and ABC Corp continues as the same legal entity. In an asset purchase, Partner A might form 'NewCo LLC' and NewCo LLC buys the equipment, customer list, and goodwill from 'ABC Corp', leaving old liabilities with ABC Corp (Partner B's entity).","what_lenders_check":"Lenders prefer asset purchases due to cleaner liability transfer, but stock purchases are common in partner buyouts. They conduct thorough due diligence on liabilities and advise on proper structuring to mitigate risks inherent in either approach.","required_facts":["Stock: entity continues","Asset: selected assets","Liability transfer differs","Buyout usually stock"],"source_families":["SOP 50 10 — Lender and Development Company Loan Programs","13 CFR Part 120 — Business Loans"],"official_sources":[{"title":"SOP 50 10 — Lender and Development Company Loan Programs","url":"https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs"},{"title":"13 CFR Part 120 — Business Loans","url":"https://www.ecfr.gov/current/title-13/chapter-I/part-120"}],"related_questions":[{"question":"Can I buy out my business partner with an SBA 7(a) loan?","url":"https://dealroom.so/sba-7a/questions/can-i-buy-out-my-business-partner-with-an-sba-7-a-loan"},{"question":"Can a partner buyout be done with zero money down under the SBA?","url":"https://dealroom.so/sba-7a/questions/can-a-partner-buyout-be-done-with-zero-money-down-under-the-sba"},{"question":"What is the 24-month ownership rule for a $0-down SBA partner buyout?","url":"https://dealroom.so/sba-7a/questions/what-is-the-24-month-ownership-rule-for-a-0-down-sba-partner-buyout"},{"question":"Is a partner buyout a complete or partial change of ownership for the SBA?","url":"https://dealroom.so/sba-7a/questions/is-a-partner-buyout-a-complete-or-partial-change-of-ownership-for-the-sba"},{"question":"Does the remaining owner have to personally guarantee the SBA loan after a buyout?","url":"https://dealroom.so/sba-7a/questions/does-the-remaining-owner-have-to-personally-guarantee-the-sba-loan-after-a-buyout"},{"question":"Can the company itself redeem the departing partner's shares with an SBA loan?","url":"https://dealroom.so/sba-7a/questions/can-the-company-itself-redeem-the-departing-partner-s-shares-with-an-sba-loan"}],"related_terms":[{"term":"Buyout of a Partner","url":"https://dealroom.so/glossary/buyout-of-a-partner"},{"term":"Partner buyout","url":"https://dealroom.so/glossary/partner-buyout"},{"term":"Stock purchase","url":"https://dealroom.so/glossary/stock-purchase"},{"term":"Owner Buyout","url":"https://dealroom.so/glossary/owner-buyout"},{"term":"Asset purchase","url":"https://dealroom.so/glossary/asset-purchase"},{"term":"Stock purchase agreement","url":"https://dealroom.so/glossary/stock-purchase-agreement"}],"related_tools":[{"name":"Partner Buyout toolkit","url":"https://dealroom.so/sba-7a/partner-buyout"},{"name":"Find an active SBA 7(a) lender","url":"https://dealroom.so/lenders"}],"data_freshness":{"last_reviewed":"2026-06-15","sba_rule_sources_checked_through":"2026-06-15"},"citation":{"label":"DealRoom.so SBA 7(a) Q&A","url":"https://dealroom.so/sba-7a/questions/what-is-the-difference-between-an-asset-and-stock-purchase-in-a-buyout","source_type":"DealRoom Q&A"},"caveats":["Grounded in the current SBA rulebook; verify against official sources before relying on it for a live deal.","Not legal, tax, or financial advice and not an approval decision."]}