From a tax point of view, the seller records a profit or loss based on the difference between the sale price and its current base in the share. As a result, sellers tend to favor stock purchase agreements. If the transaction is structured as a share purchase, the buyer must perform additional due diligence to ensure that all commitments made are known. At least two complications occur when a business is run as a sole proprietorship, one related to the transfer of the business and the other to due diligence. First, since the sole proprietorship is not a separate entity from its owner, it is not possible to sell shares. In addition, particular attention should be paid to the clear definition of the assets acquired by the buyer. . . .