ASSET SALE VS STOCK SALE

I understand asset sale is typically better for buyers from a liability standpoint, but can an expert on this matter provide some rules or guidance? This company has $1M of assets, of which $800K is in cash and $100K in fixed assets. No AR or AP.

Few questions:

1. Do I keep the cash accounts and fixed assets in an asset sale? What about the liabilities?
2. Can I create an LLC to buy the business instead of under my personal name?
3. Are there any tax implications or advantages for an asset sale as a buyer or seller?



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