Sale of an asset in which the LLC carrys the loan. In an asset sale, specific assets and liabilities are individually transferred from the buyer to the seller at closing via a bill of sale.Both the buyer and seller must complete IRS Form 8594 during the sale to report the sale and purchase of business assets. You must prepare a sales agreement to sell your business officially. This document allows for the purchase of assets or stock of a corporation. This article discusses seven (7) types of seller liabilities that should concern a buyer when negotiating the purchase of a California business. This article gives an overview of a few potential areas of sales and payroll tax exposure that can exist at the time of acquisition.