In most states, sales of intangible assets – goodwill, IP, trademarks, etc. Are not subject to sales tax.If the business you are buying includes business assets such as furniture or office equipment, you must pay sales tax on them. You will need to allocate the amount reflected on form 8594 among all the assets. A typical method is to allocate the proceeds based on the original cost. You must apply for your certificate at least 20 days before you begin operating your business or before purchasing assets of another business. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. 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. Explore tax strategies for selling your business.