BigBuy wants all assets but is unlikely to care whether SamCo or Sam sells them.

FORBES: When Selling A Business, It Matters Who Owns What

For example, if Sam signed an employment agreement with SamCo, SamCo probably owns it all.

FORBES: When Selling A Business, It Matters Who Owns What

Suppose Sam owns 100% of SamCo and works 80 hours a week for 30 years.

FORBES: When Selling A Business, It Matters Who Owns What

If Sam owns the goodwill, that part of the purchase price should not pass through SamCo with its corporate tax.

FORBES: When Selling A Business, It Matters Who Owns What

But whether Sam or SamCo owns the goodwill (or each owns some) may hinge on local law and the agreements.

FORBES: When Selling A Business, It Matters Who Owns What

Similarly, if Sam transferred all his business assets to SamCo when he incorporated it, that too may mean SamCo owns it all.

FORBES: When Selling A Business, It Matters Who Owns What

Sam sells it to BigBuy, which signs agreements with SamCo and Sam.

FORBES: When Selling A Business, It Matters Who Owns What