Choose share deal for the whole company box — choose asset deal when you must leave liabilities or licences behind, knowing novation hurts.
A share/equity deal transfers the company (and its history). An asset deal picks contracts, IP, inventory and employees with assignment/novation friction and different tax. Licences may not travel. Employees need labour pathways. NSR/merger/negative-list analysis can still apply depending on facts. This wiki is the structure decision. Equity-transfer and DD pages are how you execute. Liquidation is a different exit path.
4 questions before you choose the route.
This page identifies the right question and evidence. It does not determine the legal outcome on a reader’s facts.
Need the entity shell or only assets?
Goal.
GoalLicences transferable?
Gate.
LicenceEmployee and contract consent load?
Friction.
FrictionRegulatory filings either way?
NSR/merger.
RegsWorking rule: Map the regulated role before marketing or launch in China.
The signal ledger.
These facts move the question beyond a label and into a product, money-flow and control analysis.
Bring a compact evidence docket—not a pitch deck.
Give a compliance team or counsel the operating facts that reveal the perimeter.
Questions people ask before they build.
Short answers for orientation. The right result can change with the service model and current rules.
Which is faster?
Share deals can be cleaner on contracts; asset deals can be cleaner on liabilities. Facts decide.
Where is equity process?
Open /equity-transfer-in-a-chinese-company.
Primary authorities
Reviewed sources support orientation, not a fact-specific assessment.