purchase of company that has debts help!

[ks1]

hi all. i recently viewed a business premises and agreed with the agent that it would be an asset only and transfer of lease purchase. i have made an offer on this basis and this offer has been accepted. however after this, the current business owner is insistent that the ltd company is to be purchased along with the assets. i dont want to purchase this as without delving deeper i already know that the business holds directors loan account arrears of surplus 80k plus tax arrears and i would imagine probably hmrc debts too, although i wont know this without seeing the full account history. i have maintained that my offer is only valid on a asset / lease change of name only basis. the business owner insists that i have to purchase the ltd company as the current lease is in this name, and has now suggested getting the DL cleared down by her accountant so that i can take the ltd company on, however this still doesnt seem right to me and am worried of tax implications and debts further down the line. does anyone have any advice please. am i right to be wary and to be firm with the asset only purchase so that i can trade under a different company name? would this name change even be possible on a lease of a shop? or will debts be able to cancelled down leaving me not owing her debts so i take on her ltd company? i feel like we are currently at a bit of a standstill as i want to purchase the assets and have the shop lease put into my name but dont want the debts of the ltd company.
thankyou

[atticus]

You are right to be wary.

I have dealt with many such situations in my previous life as a corporate/commercial solicitor. The obvious solution is to deal with this as an asset purchase, taking at the same time an assignment of the lease. This is what you have said, so I am saying nothing new here.

With a share purchase you buy the company with all its history and all its liabilities. A tax liability can come out of the woodwork years later. You would need to conduct detailed due diligence, and your offer might very well not be the same.

Whichever way you proceed, I would recommend engaging the services of a good solicitor. The legal fees for an asset purchase/lease transfer should be very much less expensive than for a share purchase,.

And do be prepared to walk away if the deal isn't right for you, or if something seems not right.