In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.In the case of an asset purchase, many of the assets will be subject to a lower tax rate, but some assets, such as inventory, will be taxed as ordinary income. Each sale has different pros and cons. This recent Georgia case is one of many that emphasizes how not filing a tax bulk sales notice in the asset sales of a business can be costly to the buyer. Section 14-2-1202 requires the board of directors to propose the sale and then submit the proposal to the shareholders. You must prepare a sales agreement to sell your business officially. This document allows for the purchase of assets or stock of a corporation. Use a Business Bill of Sale to set out the terms for the sale of a business and transfer the ownership and all assets to the buyer. In an asset sale, buyers select only critical assets, like choosing valuable chess pieces over less useful ones.