TREADSTONE LAW · ONTARIO · DIGITAL LEGAL SERVICES · EST. MMXXI ·TSL
Learn/Ask a Lawyer/Buying & Selling a Business/Can a deal be structured as…
Buying & Selling a Business

Can a deal be structured as part asset purchase and part share purchase?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, hybrid deals like this happen regularly, usually because the buyer wants asset-purchase protection for one part of the business and the seller wants share-purchase tax treatment for another, or because different pieces of the business genuinely sit in different legal entities to begin with. A common version has the buyer purchasing the shares of the main operating corporation while a separately owned piece — real estate, for instance — is purchased as a distinct asset transaction.

The nuance is that this isn't one agreement doing two things; it's usually two coordinated agreements, a share purchase agreement and an asset purchase agreement, closing at the same time with conditions that tie them together so neither side ends up completing only half the deal. Each piece carries its own liability and tax consequences — the share-purchase portion brings the corporation's history along, while the asset-purchase portion generally doesn't, and each piece may need its own consents, registrations, and closing documents.

Because a hybrid structure genuinely has more moving parts than a single, straightforward purchase, it's worth having a business lawyer confirm the two pieces are properly cross-conditioned before you rely on the structure achieving what you actually want from it.

Key takeaways

  • A hybrid deal combining an asset purchase and a share purchase is a recognized, workable structure.
  • It's typically documented as two coordinated agreements closing together, not one hybrid contract.
  • Each portion carries its own separate liability and tax consequences.
  • Cross-conditioning both agreements is essential so neither side closes only part of the deal.
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.
Was this helpful?Share:

Go deeper

Still have questions?

Search 6,000 answers, or send yours to a Treadstone lawyer — we answer in plain language.

All answersStart a File →