Two deals at the same price can leave the buyer in very different positions. The structure decides who inherits past liabilities, what tax is paid and whether foreign ownership rules are met. It is also the hardest thing to change after signing, so it deserves attention before the lawyers start drafting.
- Share or asset purchase: a share purchase takes the company with its history; an asset purchase selects the assets and contracts you want but needs separate transfers and consents.
- Acquisition vehicle: buy directly, or through a new or holding company that can later be sold or financed.
- Payment terms: staged closings, deferred payment, escrow and earn-outs.
- Tax and incentives: tax on the transfer and the effect on any BOI privileges are modeled before the structure is chosen.
- Foreign ownership: a target is treated as foreign under the Foreign Business Act once foreigners hold half or more of its capital, so an acquisition that crosses that line can require a foreign business license.
- Employees and contracts: an asset purchase requires staff and key contracts to be moved across with the necessary consents.