Chapter 4: Asset or share purchase — what are you buying?

Asset or share deal from the buyer’s side: what you take on in liability, contracts and employees, VAT on the transfer, and when to involve an accountant.

5 min readUpdated 3 November 2026

A business can be bought in two basic ways. Either you buy the assets, meaning the business itself with its name, customers, fixtures, stock, domains and agreements. Or you buy the shares in the company that owns the business. For you as a buyer, the choice determines which risks you take on, how much work the transfer requires and how the purchase affects your tax. This chapter looks at the structure from the buyer’s side. The seller’s perspective is in the seller guide’s chapter on asset deals or share deals.

Not tax or legal advice

This chapter gives an overview of the concepts. The rules are complex and depend on the specific circumstances. Have your accountant and lawyer assess the structure before you make a binding offer.

Asset purchase: you choose what comes with it

In an asset purchase you buy the parts of the business listed in the purchase agreement, typically into your own company. It is the only option when the seller runs the business in their own name as a sole proprietorship or partnership, and it is very common when buying webshops, shops, restaurants and smaller trade businesses.

Debts and unknown liabilities remain with the seller as a starting point. You are liable for what you agree to take over.
Agreements must be transferred one by one. The lease and customer, supplier and licence agreements often require the other party’s consent. Clarify the most important ones before you sign.
The employees come with it. Under the Danish Transfer of Undertakings Act, employees pass to you with the rights they have, such as seniority and pay and employment terms.
You can often depreciate the purchased goodwill and assets for tax purposes.
The purchase price must be allocated to goodwill, fixtures, stock and other assets. The allocation must be at market value and affects both your tax and the seller’s.
New CVR number or your own company: the business continues in your company, so payment solutions, accounts and registrations must be moved.

In a share purchase you buy the company, and it continues unchanged with the same CVR number, agreements, employees, assets and obligations. It is simpler in practice, because agreements and registrations continue as a starting point, but you also take over the company’s history.

Everything comes with it, including what is not in the accounts: tax cases, warranty claims, disputes and errors in earlier filings.
Due diligence must be more thorough, and you need more warranties from the seller in the purchase agreement.
Agreements continue, unless they contain a change of control clause that allows the other party to terminate on a change of ownership. Check the most important agreements for this.
The purchase price for the shares cannot be depreciated, but the company’s own tax values continue.
The register of shareholders and registrations with the Danish Business Authority must be updated after the deal.

Comparison from the buyer’s side

	Asset purchase	Share purchase
What you buy	Selected assets and agreements	The whole company
Historical risks	Remain with the seller as a starting point	Pass to you
Agreements	Must be transferred, often with consent	Continue, unless change of control
Employees	Transfer under the Transfer of Undertakings Act	Continue in the company
Depreciation of purchase price	Often possible on goodwill and assets	Not on the shares
Due diligence	Focus on assets and agreements	The company’s entire history

VAT on the transfer

If you buy shares, there is no VAT on the purchase price. In an asset purchase, the starting point is that the sale of assets is subject to VAT. However, when a whole business or an independent part of it is transferred as a going concern, this can as a starting point be done without VAT, when you continue the same type of business and are or become VAT registered. Whether the conditions are met depends on the specific circumstances. State in the purchase agreement how you assess the VAT and who bears the risk if the Danish Tax Agency takes a different view.

Stock and obsolescence

If stock is included, it is often a separate item that is counted and settled on the takeover date. Here obsolescence is an important point in your due diligence: goods that are outdated, damaged, out of fashion or close to expiry cannot be sold at full price and should be written down. Agree in advance how the stock is counted and priced, who does the counting, and that goods that cannot be sold are not included at full value.

Tax for the buyer: the overview

The structure affects what you can depreciate, where the financing can be placed and what happens if you sell again later. Many buyers buy through a company, often with a holding company above it. Ask your accountant to calculate your total costs after tax under both structures, so you know what a difference in price really means. See also Goodwill and Tax on selling a business, which explain the seller’s side and therefore why the seller may prefer a particular structure.

I know whether the seller runs the business personally or through a company.
I know which agreements require consent and whether any contain change of control clauses.
I have an overview of the employees’ contracts, seniority and holiday obligations.
The VAT on the transfer has been assessed.
How the stock and obsolescence are assessed has been agreed.
My accountant has compared the two structures for me.

Sitavo has free templates for a purchase agreement for an asset transfer and a purchase agreement for a share transfer. The next chapter is about financing the purchase.

Frequently asked questions

In an asset purchase you buy the business itself, such as customers, name, fixtures, stock and domains, and the seller’s company remains. In a share purchase you buy the whole company with the same CVR number, agreements, employees and obligations; only the owner changes.
Because you choose what comes with it and, as a starting point, do not take over the company’s old debts, disputes and unknown liabilities. The purchased goodwill and assets can also often be depreciated for tax purposes. Have your accountant assess your specific situation.
Yes, as a starting point. When a business or part of it is transferred, the employees pass to the buyer under the Danish Transfer of Undertakings Act with the rights they have earned. In a share purchase they simply continue in the company.
There is no VAT on the purchase price for shares. In an asset purchase the starting point is VAT, but transferring a whole business or an independent part of it as a going concern can be done without VAT when the conditions are met. Let your accountant assess your deal.
Obsolete stock is goods that have become difficult or impossible to sell at full price, for example because they are outdated, damaged or out of fashion. They should be written down, and they must be counted and assessed before you pay for the stock.