Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Share definition

What does Share mean? A share is a unit of ownership in a company used to allocate control and economic benefit among shareholders in corporate governance and transactions. Company law in the UK (Companies Act 2006) and Ireland (Companies Act 2014) sets the framework for shares and shareholder rights, though the precise rights arise from statute and the company’s constitution. Key features include: a bundle of rights (typically voting, dividends, information and a share of surplus on winding up); limited liability (exposure capped at any unpaid amount on partly paid shares); transferability subject to statutory and constitutional restrictions; and legal title evidenced...

Property issues in share versus asset acquisitions: due diligence, leases, site separation and sharing, contingent liabilities, searches, completion and tax (SDLT, VAT/TOGC) in England and Wales

Published by a LexisNexis Property expert

Practice notes

The properties held by a company can be obtained by two routes:

an acquisition of assets owned by the company (an asset purchase), or
an acquisition of the company’s shares (a share purchase)

Asset purchase

On an asset purchase:

the buyer takes the undertaking as a going concern and may select which elements of the business, together with any assets and liabilities, it wishes to take on
every property owned, used or occupied by the undertaking must be conveyed, assigned or transferred to the purchaser within the sale documents

Properties may be sold outright, or the buyer may be granted a fresh lease. Where a leasehold interest is involved (whether already existing or newly created), particular issues arise. For more information, see Practice Note: Leasehold property issues arising on an asset purchase. The properties will be identified in the sale agreement and it is the property interests themselves that are transferred, rather than the company’s shares. The solicitors’ handling of the deal will differ from a share sale, as the process will be closer in procedure to a typical...

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Web page updated on 21/05/2026

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