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Buying & Selling a Business

Can I ask a seller to move unwanted contracts into a separate entity before I buy?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, and this is a particularly useful request where the deal is structured as a share purchase, since simply excluding a contract from a schedule — the way you would in an asset purchase — isn't available when you're buying the whole corporation. Asking the seller to assign or novate the unwanted contract to a different entity of theirs before closing effectively removes it from the corporation you're about to own.

The nuance is that moving a contract to another entity generally requires the other party to that contract to consent to the assignment, since most contracts aren't freely transferable between parties without agreement. That consent needs to be obtained, and documented, before closing — not assumed to be a formality the seller will sort out on their own timeline. It's also worth confirming the seller's other entity is actually capable of taking on and performing that contract going forward, since a badly executed move can leave the contract in limbo.

Raising this request early enough that the seller has real time to secure consent and complete the reassignment properly, rather than treating it as a last-minute closing condition, is what makes it achievable. A business lawyer can help identify which contracts genuinely need this treatment.

Key takeaways

  • Asking a seller to move an unwanted contract to another entity is a useful pre-closing carve-out for a share purchase.
  • The contract's counterparty generally needs to consent to that assignment.
  • Confirm the receiving entity can actually perform the contract before relying on the move.
  • Raise this request early enough to allow real time for consent and proper reassignment.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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