Our attorneys help with asset purchase agreements between large corporations as well as small businesses. Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller.In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. 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. There are two primary ways to structure the taxable purchase and sale of an incorporated business. The parties may engage in an asset acquisition. So if an asset purchase includes large machines used to make a tangible product for sale, that portion of the purchase price would be exempt from tax.