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@Ephesians3-14 wrote:

My same question....never seen an S Corp sell the stock and its assets. Strange.

 

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Without some bizarre provision in the sale agreement (which, BTW would have to be between three parties: buyer, seller and S Corp) then the buyer would, in effect, just be purchasing their own cash which they paid to the S Corp for the assets.  Then they own a bunch of assets outside of the S Corp.

Most buyers do an asset purchase because they get a fresh start on depreciation AND they avoid buying the "history" of the corporation (i.e. unfiled lawsuits).  I could maybe see some hypothetical situations (mostly involving intellectual property) where this structure might make some sense but even for those there's probably a better way to structure things than both an asset and stock purchase.

My guess is that someone got some bad tax/legal advice from their bartender or hairdresser.