Non-payment of Florida sales tax, unpaid encumbrances on business assets, and tax liens are a few examples of liabilities that attach to the business assets. In an asset sale, the buyer has the advantage of selecting only the most beneficial assets and sidestepping unwanted liabilities.Asset sales and equity sales offer unique advantages and disadvantages that must be carefully considered when deciding to sell a business. Sellers are subject to potential capital gains, which are taxed at a lower rate than ordinary income. In an asset sale, the seller may face double taxation. Intangible assets may be subject to capital gains tax. An asset sale allows the transfer of specific assets and liabilities while the seller remains being owner of the legal entity. This FindLaw article helps you make the decision to purchase an existing business's stock sale or asset sale. There is a real disadvantage the seller in not being able to set up a new depreciable base based on the new purchase price you are paying for the business. An asset purchase agreement is a contract for the sale of a business or specific business assets.