The Company's sale of tangible personal property in Massachusetts will be subject to the sales tax, unless otherwise exempted. In an asset sale, the new owner purchases the business's physical assets.The seller retains all rights to the legal entity. Whether you are buying or selling a business in Massachusetts, completing the transaction without the help of a business lawyer is extremely risky. In an asset sale, the buyer purchases individual assets and liabilities of the business, such as equipment, inventory, and intellectual property. If the seller of business assets is a corporation, a majority of its shareholders must approve the sale of substantially all of the corporation's assets. Section 51: Sale or transfer of corporate assets; procedure.