Do I inherit the obligation to honour gift cards or prepaid credits a business already sold?

It depends on your deal structure, and this is a liability worth quantifying specifically rather than treating as a footnote. In a share sale, the obligation to honour outstanding gift cards and prepaid credits generally comes with the corporation, since it's the same legal entity that sold them and continues to owe the value represented. In an asset sale, whether you assume this liability depends entirely on how your purchase agreement addresses it — it's a liability the buyer can choose not to take on, just like any other, and if it isn't specifically assumed, it should stay with the selling entity.

The practical complication is that refusing to honour outstanding gift cards after taking over, even where you're not legally required to, can generate real customer frustration and reputational damage, especially if you're continuing to operate under the same name and location customers already recognize.

Get an accurate figure for outstanding gift card and prepaid credit liability as part of financial due diligence, decide deliberately whether you'll honour it as a customer relations matter, and make sure the purchase agreement and price reflect whatever you decide. A Treadstone business lawyer can help document that decision clearly.