Quick answer: In a share sale the buyer takes over the whole company, including its history and liabilities. In an asset sale the buyer picks specific assets and the seller keeps the company. Share sales are usually cleaner for sellers; asset sales let buyers limit risk.
When a Singapore SME changes hands, the deal is usually structured as either a share sale or an asset sale. The choice affects what the buyer takes on, what the seller leaves behind, and how much paperwork follows.
Here is a plain-language comparison to help owners prepare before speaking to buyers and advisors.
What is a share sale?
In a share sale, the buyer purchases the shares of the company that owns the business. The company itself stays the same. Its contracts, licences, bank accounts, staff and history all remain in place. Only the owners change.
Because the company carries on, the buyer also inherits its past. Any debts, disputes or tax issues stay with the company after the sale.
What is an asset sale?
In an asset sale, the buyer purchases selected assets of the business, such as equipment, stock, the brand, the customer list and the goodwill. The buyer often uses a new or existing company of its own to hold them.
The seller’s company stays with the seller, along with anything the buyer chose not to take.
How they compare
| Share sale | Asset sale | |
|---|---|---|
| What changes hands | The company’s shares | Selected business assets |
| Past liabilities | Stay with the company, so the buyer inherits them | Generally stay with the seller’s company |
| Contracts and lease | Usually continue, but check change-of-control clauses | Need to be assigned or re-signed, often with the other party’s consent |
| Licences | Usually stay with the company | May need to be transferred or applied for again |
| Staff | Remain employed by the same company | Employment may transfer to the buyer under the Employment Act |
| Paperwork | Share transfer, ACRA updates, stamp duty | Transfer of each asset, new contracts, new registrations |
Why sellers often prefer a share sale
A share sale is usually a cleaner exit. The seller hands over the whole company and walks away, rather than being left with an empty company to wind up.
Why buyers often prefer an asset sale
An asset sale lets buyers pick what they want and leave behind risks they cannot fully check. That is attractive when the company’s history is long or its records are incomplete.
Tax and costs to ask about
Stamp duty applies to share transfers in Singapore. In an asset sale, GST may apply to the assets unless the deal qualifies as a transfer of a business as a going concern. The rules have conditions, so ask your accountant how they apply to your deal.
Which one is right for you?
There is no single answer. It depends on the business, its history, its lease and licences, and what buyers in your sector expect. Many owners are open to either structure and let the right buyer and their advisors shape the deal.
Before you list, speak to an accountant or lawyer about both options. You can find them in the BizSales Advisor Directory.
Ready to sell?
Read our checklist, Selling Your SME in Singapore: 7 Things to Get Ready Before You List. Then list your business on BizSales.sg for free.
Frequently asked questions
Which is cheaper, a share sale or an asset sale?
It depends on the deal. Share transfers attract stamp duty, while an asset sale may involve GST and the cost of transferring each asset and contract. Ask an accountant to compare both for your deal.
Do employees transfer in an asset sale?
Under Singapore’s Employment Act, employees covered by the Act may transfer automatically to the buyer when a business is transferred. Take advice on how this applies to your staff.
Does a share sale need the landlord’s consent?
Often not, because the tenant company stays the same, but many leases contain change-of-control clauses. Always check the lease.
Can the buyer choose which liabilities to take?
In an asset sale, largely yes. In a share sale, the company keeps all its liabilities, so buyers rely on due diligence and warranties in the agreement.
Related guides
- Selling Your SME in Singapore: 7 Things to Get Ready Before You List
- Singapore Business Succession Planning: A Founder’s Guide (2026)
- How much is my Singapore SME worth? The honest valuation guide
- How to sell a family business in Singapore
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