Need help selling or buying a business? Romano Law's team provides buyer due diligence, contract negotiation, seller preparation, closing assistance, more.Many Buyers will require that a sale be structured as an Asset Purchase in order to avoid responsibility for prior liabilities or expenses of the business. Use Schedule D-1 to report the sale or exchange of business property when the California basis of the asset(s) is different from the federal basis. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. However, Stock sales are not subject to sales taxes. You Can Easily File Your Return Online. Filing your return online is an easy and efficient method of filing your sales and use tax return. A business usually has many assets.