Why it matters
Much of a modern business lives in accounts: the domain and the email that runs on it, the business listing on maps and search, social media pages, app store developer accounts, advertising accounts, payment processors, the ecommerce platform and the software subscriptions behind them. When these are registered to the owner personally, to a relative or to the developer who set them up, the business does not control them.
This catches buyers out in both common structures. In a share sale (stock sale in the US), buyers often assume that owning the company means owning everything it uses, but an account in the owner's own name is not a company asset. In an asset sale, anything not listed in the agreement may stay with the seller. Either way, a former owner or freelancer who still controls the domain can redirect email, take the website offline or delay the handover until they are paid. Some platforms do not allow accounts to move between people at all, so you may have to rebuild an account and lose its history.
This is usually fixable, provided you find it before you sign. List every account, make transfer of each one into the business's name (or yours) a condition of completion (closing in the US), and hold back part of the price until the transfers are confirmed. Allow time, because some registrars and platforms restrict further changes, or review the account, after ownership details are updated. Plan the handover so the seller stays available during the transition period to approve security prompts.
In an asset sale you buy selected assets of a business; in a share sale (a stock sale in the US) you buy the company itself, with its full history. The choice shapes risk, tax and what needs consent.
A transition period is the agreed time after completion when the seller stays involved to hand over knowledge, relationships and processes to the new owner.
How to spot it
- Public registration data for the domain shows an individual, a personal email address or a privacy service. Details are often redacted, so ask to see the registrar account itself.
- Business email runs on a free webmail address, or staff log in with the owner's personal credentials.
- The app store, merchant or advertising account names the owner as the account holder.
- Hosting, domain renewals or software subscriptions are billed to the owner's personal card or email.
- A freelancer or agency looks after the website, and the seller cannot log in without them.
- Security codes for key accounts go to the owner's personal phone.
Questions to ask the seller
- Can you list every domain, social profile, marketplace, app store, advertising, payment, analytics and software account the business uses, with the registered holder of each?
- Which of these are in your personal name, a relative's name or a contractor's name?
- Who has administrator access to each account, and who receives the security codes?
- Do you share any accounts with another business you own?
- Will you transfer each account before completion, and does any platform prevent or restrict that?
- Has any account ever been locked, recovered or disputed?
Documents to request
- An account register showing each asset, its registered holder, administrators, recovery email and phone, and renewal date
- A live screen share of the registrar account showing domain ownership and expiry dates
- Administrator access pages for social, advertising, analytics and payment accounts
- Contracts with developers, agencies and freelancers stating who owns the accounts they set up
- Billing records for hosting, domains and subscriptions for the last 12 months
- A signed transfer schedule to attach to the sale agreement