A seller must give all prospective purchasers Form TP153, Notice to Prospective Purchasers of a Business or Business Assets. In an asset sale, the seller may face double taxation.Intangible assets may be subject to capital gains tax. A sale of assets may be partial or complete. On the timing front, section 639 of New York's Tax Law lays out a provision, known as the "accrual rule. A business usually has many assets. 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 buyer's basis for depreciation is the allocated purchase price of the transferred assets. In an asset sale, sellers are subject to potentially higher taxes than in a stock sale. You will need to allocate the amount reflected on form 8594 among all the assets.