When you sell a company, its records are part of the deal. In a stock sale they go with the company. In an asset sale the buyer picks which assets it takes, and the agreement should say what happens to email, customer records, documents and systems the buyer does not want. Either way, buyers will ask for records in due diligence, and your privacy promises to customers limit what you can hand over.
Steps for the records side of a sale
- Map what data the company holds: systems, years, customer and employee data.
- Read your privacy policy and customer contracts for limits on transferring data.
- Prepare a data room with what buyers will ask for in due diligence.
- Agree in the deal what happens to each data set, including records the buyer does not take.
- Keep the records you must keep after closing, and decide what to do with the rest.
Where company records fit
Records a buyer does not take still have to be kept for tax and employment purposes, and they still cost money to store. Some owners license de-identified copies to AI developers before or alongside a sale. That has to be agreed with the buyer and disclosed in diligence, because it touches the same assets the buyer is paying for.
Guides in this section
Transferring customer data when you sell your business
When giving customer data to a buyer is not a "sale" under California law, what the buyer owes customers, and what the FTC expects.
Data as an asset when you sell your business
How records and customer data are handled when you sell a business: stock vs asset deals, privacy promises, due diligence and licensing.
Allocating the price in an asset sale: Form 8594 and the seven classes
Who files IRS Form 8594, the seven asset classes from cash to goodwill, and where customer-based intangibles and company data fit in an asset sale.