Buying and Selling an Amazon Business: The Account Is Not the Asset

There has been a working market in Amazon businesses for most of a decade, and for most of that decade the paperwork lagged behind the money. Stores changed hands over a video call, logins were handed across, and the banking and contact details were quietly updated over the following months. On 24 August 2026 that route stopped being a grey area. Amazon's Business Solutions Agreement — the contract every seller accepts and almost nobody reads — was amended so that a seller may not transfer or assign their rights or obligations under it, and may not pledge those rights as collateral. The change was published on 29 May and took effect nearly three months later, which is a long notice period by Amazon's standards and a fair signal of how seriously it is meant.

Read the wording carefully, because it is narrower and sharper than the headlines suggested. What is prohibited is the transfer of rights and obligations under the agreement. The agreement is between Amazon and a legal person: a company, or a named individual. If that legal person does not change, nothing has been transferred. This is the hinge of the whole subject, and it is why the sentence worth keeping is that the account is not the asset. The account is a contract. What a buyer actually pays for sits around it: the brand and its trademark, the listings and the review history attached to them, the supplier relationships, the inventory, the operating knowledge, and the entity that holds all of it.

That distinction produces the two structures the market uses, and the choice between them now carries more weight than it used to. In a share purchase, the buyer acquires the company itself. The company keeps its tax number, its bank account, its login and its agreement with Amazon; only the ownership of the company changes. Nothing is transferred under the agreement, because the counterparty is the same legal person it was the day before. This is the cleanest fit with the new language and, not coincidentally, the heaviest to examine: buying a company means buying its past, including its tax filings, its employment history, its disputes and its liabilities, the known ones and the others.

In an asset purchase, the buyer takes named things — the brand, the trademarks, the listings, the stock, the supplier contracts — into their own company and leaves the old shell behind with its history. It is the safer structure for a buyer and usually the better one for tax basis, and it is what most brokers still recommend by default. But it is also the structure that requires the store itself to move, or a new store to be opened and the catalogue rebuilt inside it. That is where the new rule bites, and where declaring the change stops being optional.

The compliant route is not complicated. It is simply slower than the informal one, and it happens before the money moves rather than after. Where the legal entity behind a store genuinely changes, the change is declared to Amazon and documented: a case is opened, the change of ownership is explained, and evidence is provided — the tax registration letter for the new entity, its business registration certificate, proof of the registered address, identity documents for the account administrator, and a bank statement in the new entity's name. The tax interview is usually taken again. One detail is worth more than it looks: the name on the bank account has to match the legal entity on the account, or disbursements hold. A store that passes review and then cannot be paid has not been bought successfully.

The risk of doing it the other way is not theoretical, and it does not land where people assume. If the registered operator no longer matches the actual operator, the exposure is suspension or a hold on funds, and it falls on whoever is standing there when it happens. That is the buyer, holding the inventory, three months after the seller has been paid. This is the reason a properly structured deal never pays everything at completion.

Which brings the money to the front. The shape of a sensible transaction is a payment at completion, a holdback kept in escrow — commonly somewhere between a twentieth and a seventh of the price, released after three months to a year — against liabilities that surface once the buyer is inside the business, and, in many deals, an earnout: something in the order of seventy to eighty per cent at completion with the remainder paid across the following one to two years against agreed performance. It is tempting to read the holdback as distrust. It is more useful to read it as the price of a specific risk, and the risk being priced is the one above: that the store does not survive the change of hands cleanly.

The trademark deserves its own paragraph, because it is the piece most often left half-done. Brand Registry follows the trademark office, not the purchase agreement. If the buyer is not the recorded owner at the relevant registry, Amazon can refuse to move Brand Registry across, or remove the brand's enrolment altogether, taking the enforcement tools and much of the control over the listings with it. Assigning a trademark is a separate legal act from signing a contract of sale, and it has to be recorded with the office that granted the mark. Sellers frequently leave the assignment unrecorded until the final payment clears, which is reasonable security for them and a good reason for the buyer to make that recording a condition of the payment rather than a hope attached to it.

Examining the business, on both sides, is mostly arithmetic. Expect to produce, or to ask for, twenty-four months of profit and loss, bank statements covering the same period, the raw seller reports rather than a summary of them, advertising data, supplier agreements and inventory records. The single check that decides most deals is whether the cost of goods sold reconciles against inventory levels and supplier invoices. Where it does not, the deal is either repriced or abandoned, and no amount of explanation repairs it. Six to eight weeks of concentrated work is normal, and a seller whose records are already in that condition negotiates from a different position than one assembling them under time pressure.

Where all of this can be done, and by whom, depends on two separate questions that are easy to confuse. The first is where a seller may register at all. Eligibility follows the country of residence, and it is settled by whether the applicant can satisfy Amazon's identity, payment, tax, telephone and document verification rather than by ambition. For applicants in several countries, among them China, Taiwan and Turkey, a registered business entity is required and an individual registration is not accepted — which quietly makes the share purchase the only realistic structure for a buyer in those places. The second question is what a store must carry in order to trade in a given market once it exists. In Europe that is the heavier of the two, and it has grown. Value added tax registration is required in each country where the business creates an obligation, and since January 2026 Pan-European fulfilment has required registrations across five member states: Germany, France, Poland, Italy and Spain. Since 12 August 2026 Amazon has also required extended producer responsibility registration for packaging in every European Union country sold into; Germany has its own packaging register, and France requires registration with its national packaging body. A buyer inherits all of it, or inherits its absence, and an absence is a repair job with a deadline rather than a discount to negotiate.

As for who is buying, the era of the aggregator writing quick offers off a spreadsheet ended some years ago, and what replaced it is slower and more selective. The buyers now are consolidators with capital discipline, brand owners and distributors acquiring a channel they already supply, and private operators buying a single business they intend to run themselves. All three do the work described above. Multiples are reasonable rather than exuberant, and the businesses that clear at the top of the range are the ones whose numbers are legible and whose brand rests on registered rights rather than on a listing position.

The line to hold can be stated in a sentence. If a deal is arranged so that the store quietly changes hands and the paperwork follows later, that is precisely the arrangement Amazon has now named and prohibited, and the party carrying the consequence is the buyer. The version that survives is unglamorous: a company or a brand is bought, the change is declared before the money moves, the trademark is assigned and recorded, and the price reflects the work involved. It is slower. It is also the only version in which, twelve months later, the thing that was bought still exists.