What happens if the assets I want are legally owned by a different company than the one I'm buying?
This is a common and important discovery to make before closing, not after. Businesses often assume everything they use day to day is owned by the operating corporation, when in fact key assets — real estate, equipment, or intellectual property — sometimes sit legally in a related holding company, an affiliated numbered corporation, or even with an individual owner personally. If you buy shares of the operating corporation alone, you don't automatically get anything owned by a different legal entity, no matter how closely connected it seems in practice.
Once you know where an asset actually sits, there are a few ways to get it: buy that entity too, whether through a share or asset purchase; have the asset transferred, sold, or licensed into the corporation you're buying before closing; or arrange an ongoing lease or licence so the operating business can keep using it without owning it outright.
Confirming exactly which legal entity holds title to every significant asset the business depends on is a core due diligence step, and one that's far better handled before you sign than discovered afterward. A business lawyer reviewing title, registrations, and corporate records can confirm this for you.
Key takeaways
- Key assets a business depends on can legally sit in a different entity than the one being sold.
- Buying shares of one corporation doesn't automatically bring in assets owned elsewhere.
- Options include buying the other entity, transferring the asset in, or arranging a lease or licence.
- Confirm exactly who holds title to every essential asset before you sign, not after.