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Asset Purchase Agreement · M&A

Buy or sell business assets, cleanly.

Asset purchase agreements transfer specific assets (and only the liabilities you choose to assume) instead of the whole entity. We draft the APA, run UCC searches, file bulk sales notices, and handle every post-close state filing.

Part of your File.Business BOS · 51 jurisdictions · 220K+ businesses
SELLERBUYERIPDOMAINCUSTOMERSASSET PURCHASE AGREEMENTPURCHASE PRICE$2,400,000CLOSING DATE15 Jul 2026SELLER SIGBUYER SIGASSETS, NOT STOCKClean liability separation$FROM $1,899 LEGAL DRAFTPlus state filings · ~14 days
What we handle

Every layer of the deal.

Drafted APA + schedules

Full agreement with asset schedules, excluded asset list, assumed liability list, indemnification, escrow, and reps & warranties.

UCC search + lien clearance

We search UCC filings, tax liens, and judgments against assets being sold. Surface encumbrances before closing.

Bulk sales notices

Where required (some states for goods inventory), we file bulk sales notices to protect against successor liability.

IP assignment + domain transfer

Trademark assignments to USPTO, copyright assignments, domain push to buyer registrar, license transfers.

Customer + vendor contract transfer

Anti-assignment clause review. Consent letter drafting for material contracts. Coordinated transfer.

Real estate + lease assignments

Coordinated lease assignment with landlord consent, deed transfer for owned real property, environmental disclosure.

How it works

A clean handoff, in 4 steps.

1

Term sheet + asset/liability mapping

We work with both sides to map exactly which assets transfer and which liabilities (if any) the buyer assumes.

2

Diligence + UCC + lien searches

UCC-1 search, tax lien search, judgment search across all states. We deliver a clean title opinion.

3

APA drafted + negotiated

Full APA with schedules, reps & warranties, indemnification, escrow, and conditions to closing.

4

Closing + post-close filings

Funds flow, signature pages, bills of sale, assignment agreements, USPTO recordations, lease assignments.

Two ways to engage

One-time, or part of your BOS.

One-time deal
$1,899 + state fees
APA + UCC search + closing for a single asset purchase transaction.
  • Full APA + schedules
  • UCC + lien search
  • Bulk sales notice (if required)
  • IP + domain assignments
  • 30-day post-close support
Start one-time
RECOMMENDED
Compliance Subscription
$199/year
Full BOS layer for the buying or selling entity.
  • Document vault for closing binder
  • Cap table updated post-close
  • Annual reports auto-filed
  • RA + compliance monitoring
  • Audit-ready records
Add to my BOS
FAQ

Common questions.

What is an asset purchase agreement?

An asset purchase agreement governs the sale of a business's specific assets, rather than its stock, letting a buyer acquire chosen assets and generally leave most liabilities behind. It is a common structure for acquiring a business. We keep your entity and records organized so a transaction runs cleanly.

How is an asset purchase different from a stock purchase?

In an asset purchase the buyer acquires selected assets and usually avoids most liabilities, while in a stock purchase the buyer acquires the whole company including its liabilities, so the two allocate risk very differently. We flag which structure fits your goals so the deal is set up the right way.

Why do buyers prefer asset purchases?

Because a buyer can pick the assets it wants and generally leave behind unknown or unwanted liabilities, reducing risk, which is why buyers often favor asset deals. We flag the trade-offs so, whichever side you are on, the structure reflects a deliberate choice about risk and tax.

What does an asset purchase agreement include?

It identifies the assets being bought, the price and allocation, assumed and excluded liabilities, representations and warranties, and closing conditions, so both sides know exactly what transfers. We flag the terms that matter so the agreement clearly defines what is and is not part of the deal.

What are the tax implications of an asset purchase?

They differ from a stock deal and depend on how the purchase price is allocated across assets, which affects both parties, so tax treatment is a major factor in structuring. We keep the entity and records organized and flag where tax counsel should shape the allocation.

Do I need due diligence for an asset purchase?

Yes: even though a buyer avoids many liabilities, due diligence on the assets, contracts, and the business still matters to confirm what is being bought. We keep your records organized so due diligence, on either side, is smoother and the deal is not held up.

What happens to contracts in an asset purchase?

Contracts do not always transfer automatically and may need consent to assign, so identifying and handling key contracts is part of an asset deal. We flag how contracts are treated so important agreements are addressed rather than assumed to carry over.

How does entity structure affect the deal?

Because an asset sale happens at the entity level, keeping your entity and records clean makes the transaction and its diligence smoother, on either side. We keep your entity organized so an asset purchase rests on trustworthy records.

Can File.Business help with an asset purchase?

We keep your entity and records organized so an asset purchase is clean, flag the structure, allocation, and diligence considerations, and coordinate with your counsel and tax advisors, so the transaction is set up to close smoothly. See due diligence.

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