An asset deal offers buyers and sellers specific advantages through the transfer of business assets rather than shares. This transaction structure is becoming more popular due to tax optimisation, risk management and flexibility in selective acquisitions. Asset deals protect buyers from unknown liabilities and offer depreciation benefits, while sellers benefit from strategic structuring.
What is an asset deal and why will it become increasingly popular in 2026?
An asset deal is a transaction structure where the buyer acquires specific business assets rather than shares in the company. This includes assets such as the customer portfolio, stock, machinery, intellectual property and personnel.
Its popularity is increasing due to a stronger focus on risk management and tax optimisation. Buyers gain more control over which elements they acquire, while complex regulations surrounding substance requirements and international tax structures make asset deals more attractive.
This M&AThis structure is suitable for carve-outs, whereby companies divest specific business units. The selectivity of the acquisition makes asset deals suitable for strategic acquisitions where not all parts are relevant to the buyer.
What tax advantages does an asset deal offer buyers and sellers?
Asset deals offer buyers a step-up to market value, enabling depreciation on the full purchase price, including goodwill. This generates tax benefits through higher depreciation charges in the coming years.
Sellers are fully liable for tax on profits at the corporation tax rate of 19% to 25.8%. Although this may seem disadvantageous, the structure offers opportunities for tax planning and spreading taxable profits.
One disadvantage is the transfer tax of 10.41% on real estate (2025), which increases the total transaction costs. This factor plays an important role in the choice of structure, especially for real estate-intensive companies.
How does an asset deal protect buyers from unknown liabilities?
Asset deals offer inherent protection because only specifically defined assets and liabilities are transferred. Hidden debts, legal disputes and unknown warranty obligations remain with the seller.
This risk mitigation contrasts with share transactions, where all liabilities are automatically transferred. Buyers can be selective in which contracts, licences and liabilities they take over.
This protection does require careful contract structuring. Employment contracts, supplier agreements and customer relationships must be explicitly transferred, which adds administrative complexity but creates legal clarity.
What is the difference between an asset deal and a share deal in M&A transactions?
In a share deal, the buyer purchases shares, meaning that the company remains legally unchanged and all assets and liabilities are automatically transferred. A asset deal involves the selective acquisition of specific business assets.
Share deals offer legal continuity and are common among healthy SMEs. For sellers, the participation exemption often applies, which exempts capital gains from tax.
Asset deals require more administrative work for contract transfer and permits, but offer buyers more control and tax advantages. The choice depends on the specific situation, tax position and risk appetite of both parties.
When is an asset deal the best choice for company acquisitions?
Asset deals are optimal when problematic balance sheet items, whereby the seller has debts or legal obligations that the buyer wishes to avoid. This structure is suitable for companies with complex ownership structures or regulatory challenges.
Selective acquisitions, such as taking over a specific product line or customer portfolio, are ideally suited to an asset deal. Strategic buyers who only want to integrate certain parts of the business benefit from this flexibility.
At mergers or consolidation strategies where overlap must be eliminated, an asset deal offers the possibility to selectively acquire valuable elements without unwanted duplication.
What challenges and disadvantages does an asset deal present in practice?
Asset deals require more complex administrative processes because contracts, licences and employment relationships must be transferred individually. This significantly increases transaction costs and lead times.
Contract transfer can be problematic when third parties must give their consent. Suppliers or customers may seize the opportunity to renegotiate contract terms or terminate agreements.
The transfer tax on real estate of 10.41% represents a substantial cost item. For real estate-intensive companies, this can negate the advantages of an asset deal, making a share deal more economically attractive.
The structuring of asset deals requires specialist knowledge of tax, legal and operational aspects. Professional guidance from experienced advisers is essential for successful implementation and optimal value realisation. For strategic advice on the most suitable transaction structure, please contact contact contact our specialists.
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