Share purchase vs. asset purchase — which should a foreign buyer choose in India?

In a share purchase, the buyer steps into the existing company exactly as it stands — its contracts, licenses, employees, and liabilities (known and unknown) all come with it, which is simpler mechanically but requires thorough due diligence and strong representations, warranties, and indemnities in the SPA to manage that inherited risk.

In an asset purchase, the buyer selects which assets and contracts to take on, leaving specified liabilities behind — this gives more control over what's acquired but means individually transferring or re-executing contracts, licenses, and employee arrangements, which can be slower and administratively heavier, and carries its own distinct tax and stamp duty treatment.

The right structure depends on how clean the target's liability history is, whether its licenses/contracts are assignable, and how much complexity the buyer is willing to take on for a faster close.