In an asset sale, the buyer selects specific assets and typically avoids inheriting liabilities. A sale of all the corporate assets other than cash or cash equivalents is normally the sale of "all or substantially all" of the corporation's property.In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. 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. A business sale contract is the last step you must take to transfer ownership of the company to someone else after the business sale negotiations have ended. With an asset sale, the buyer doesn't get the accounts payable or receivables in most cases.