Should I purchase the seller's corporation ?

Generally speaking, when we are dealing with privately held businesses, it is not recommended to acquire the corporation of a seller. When you acquire the seller's corp, you are inheriting the seller's hidden liabilities that could exist including sales tax, payroll taxes etc. Also when you purchase the sellers corporation, you have nothing to write off because you are buying "stock". For this reason, most privately held businesses are structured as asset acquisitions.