What is the difference between buying a business's real property through a share sale versus an asset sale?

In a share sale, the buyer acquires the shares of the corporation that owns the real property. The property itself stays titled to that same company, and ownership changes hands at the corporate level rather than through a transfer of the land. In an asset sale, the buyer acquires the real property, and other chosen assets, directly, and title to the land is conveyed from the seller to the buyer.

This distinction matters for land transfer tax: an asset sale triggers land transfer tax on the conveyance of the property under the Land Transfer Tax Act, while a share sale generally doesn't trigger LTT on the land itself, since no conveyance of the property occurs, though care is needed here, since LTT can also apply to certain unregistered dispositions of a beneficial interest in land in some structures. The two structures also differ in what liabilities the buyer takes on: a share sale means acquiring the company as a whole, including its historical liabilities, while an asset sale generally lets a buyer pick specific assets and leave other liabilities behind.

Because the right structure depends heavily on tax position, liability exposure, and the specific deal, this is a decision to make with legal and accounting advice early, not after the deal terms are otherwise settled.