In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.You must properly transfer the assets of a business purchase. A Maryland business attorney specializing in business sales will make sure it's done properly. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. On the bright side, yes, selling a car for zero that is not worth much more than zero, would not have much affect on your taxes. 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. The sale of a trade or business for a lump sum is considered a sale of each individual asset rather than of a single asset. §1-101(v). Generally, a corporation that acquires the assets of another corporation is not liable for the debt and liabilities of the predecessor corporation.