Provide the dollar amount of business transacted at all locations in the State of Maryland in. This article will review other tax issues, beyond the "stock sale v.Asset sale" question. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. An asset sale can quickly become complex due to the fact the IRS requires all capital assets to be classified and valued. An asset sale is the sale of just the good stuff: the equipment, trademarks, and customer list, for example. An experienced Maryland business transactions attorney can draft a Purchase and Sale Agreement that is tailored to the individual transaction. Buying or selling a business is not a simple process, that's where due diligence comes in.