Apa
Glossary
APA
An Asset Purchase Agreement (APA) is the contract by which specific business assets (rather than the shares of the owning company) are transferred from seller to buyer — used when the buyer wants to acquire the trade but not all the historical liabilities of the company.
APAs are more complex transactionally than share deals: each asset must be specifically identified and transferred (sometimes requiring separate assignments for contracts, IP, leases), VAT planning matters (Transfer of Going Concern relief), employee transfers happen under TUPE rules, and certain assets transfer with their existing tax basis. Often preferred by buyers worried about hidden liabilities; often resisted by sellers who lose BADR eligibility (shares qualify; assets typically don't).
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