Offer to Purchase Assets of a Corporation

A corporation may purchase the assets of another business. This would not be a merger or consolidation. In an acquisition situation, the purchaser does not necessarily become liable for the obligations of the business whose assets are being purchased unless the acquiring corporation agrees to be liable.

Pursuant the Model Business Corporation Act, a sale of all of the assets of a corporation requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity.