Selling a motion and power company

Engine makers certify each engine family with EPA for each model year, and selling an engine without a valid certificate is prohibited. The certificate holder carries the emissions warranty, defect reporting and recall duties for engines it has sold, and amends its application when the information in it changes. Stationary turbines are regulated through their owners and operators, not their makers.

In a stock sale the company keeps its certificates and manufacturer code. EPA's rules set out no way to transfer a certificate, so in an asset sale the buyer should expect to need its own code and certificates before it sells engines, while the seller stays responsible for engines it built. Small-volume allowances count the whole corporate group, so a large buyer can end them either way.

Motors, pumps, air compressors and distribution transformers covered by federal efficiency standards are certified to the Department of Energy by the manufacturer before each basic model is sold, and the reports name the manufacturer and brand. Motors also carry a certification number issued to the manufacturer. Several of these rules were under review in 2025 and 2026, so the standards and dates for each product line are confirmed.

In a stock sale the certifications continue, with corrected reports for any change of name or brand. DOE publishes no procedure for a change of ownership, so in an asset sale the buyer, as the new manufacturer, should expect to certify each model and obtain its own motor numbers before selling, and it acquires the test data behind the ratings.

ASME certificates of authorization for boilers, pressure vessels and pressure relief valves are held by a legal entity, and ASME states that they cannot be transferred from one corporate entity to another. National Board registration holds only while the maker keeps its listed name and location. API Monogram licenses for valves and other oil and gas equipment are also non-transferable and tied to a facility.

In a stock sale the certificates and licenses continue once ASME, the inspection agency, the National Board and API are notified, although new management or quality staff can prompt a review and API may issue new license numbers. In an asset sale the buyer needs a full ASME review and its own certificates, registration and API license before it marks product, so these set the closing timeline.

Equipment used in workplaces generally has to be listed by a nationally recognized testing laboratory, whose agreement requires notice of a change in ownership and its consent to any assignment. Battery makers issue lithium battery test summaries in their own name and register with PHMSA if they ship placarded loads. Air purifiers that claim to kill germs are made in EPA-registered establishments.

In a stock sale listings and registrations continue, with notices and 30-day amendments for any change. In an asset sale the buyer needs the laboratory's consent or new listings, test summaries in its own name, and its own PHMSA registration and EPA establishment number before it produces or ships, so applications start well before closing.

In a stock sale the company keeps every claim tied to equipment it has sold, including legacy asbestos claims against older pumps, valves, gaskets and turbines. Buyers study the claims history and the insurance in force over the years, because older occurrence-based policies stay with the company and can still respond.

In an asset sale the buyer generally takes only the liabilities it assumes. Courts make exceptions for a de facto merger, a mere continuation of the seller or a fraudulent transfer, and some states, such as California and New Jersey, also hold a buyer that continues the product line liable. Excluded liabilities, indemnities, escrows and a seller entity that keeps its insurance address the exposure.

No general federal law governs dealers of this equipment, but many states protect them. Iowa and Texas, for example, require good cause and advance notice to end an industrial, construction or utility equipment dealership, make the supplier buy back inventory and parts when one ends, and bind a buyer of the manufacturer's assets or stock. Wisconsin's fair dealership law reaches most distributors and bars even a substantial change in their competitive position without good cause.

In a stock sale the agreements stay in place, and any later consolidation of the network has to meet these rules. In an asset sale the agreements need assignment, with the dealer's consent where the contract requires it. The agreements and the states they cover are reviewed before a buyer plans changes to the channel.

Pumps, valves, motors and other equipment sold into federally funded infrastructure usually have to meet domestic content rules. Under the Build America, Buy America Act, a manufactured product must be made in the United States with more than 55 percent of its component cost from U.S. components. Water projects funded through EPA's state revolving funds also apply an American Iron and Steel rule that names valves, and transit and direct federal purchases use their own tests.

Eligibility follows where and how the products are made. In a stock sale the plant, suppliers and certifications continue. In an asset sale the buyer becomes the manufacturer and reissues the certification letters customers rely on. A buyer that moves final assembly or changes suppliers can lose eligibility, so its production plan is part of qualifying it.

Makers of battery cells and modules, inverters and other eligible components can claim a federal credit for each unit they produce and sell, and can sell the credit for cash. For tax years beginning after July 4, 2025, the credit is denied to a specified foreign entity or foreign-influenced entity, which turns on ties to China, Russia, Iran or North Korea through ownership, debt, management or certain licenses.

In a stock sale the same company keeps claiming, but a buyer with those ties can end the credit, and because status is tested on the last day of the tax year, the closing year can be at risk. In an asset sale the buyer claims only on components it produces and sells after closing. Buyers are screened for these ties before signing, and the current rules are confirmed with tax counsel.

Usually, but some products bring national security review. Corrosion-resistant pumps and valves for chemical processing, certain bearings and motor drives, aircraft and marine turbine technology, and military engines are export-controlled, which makes them critical technologies for the Committee on Foreign Investment in the United States. If exporting that technology to the buyer would need a license, a filing is mandatory at least 30 days before closing, in a stock or an asset sale.

A company registered under the ITAR must also notify the State Department at least 60 days before a sale to a foreign person. Showing controlled technical data to a buyer's foreign engineers during diligence is itself an export. Most commercial equipment carries lighter controls, so classifying each product early shows how long a foreign sale will take.