In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.A lease, sale, exchange, transfer, or other disposition of all, or substantially all, of the assets, with or without the good will, of a corporation. An asset purchase agreement (APA) is a legal document that serves as a framework for how business assets will be transferred from the seller to the buyer. In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets. The Ohio Revised Code requires partnerships and S-corporations to calculate their depreciation recapture as if these taxpayers were a C-corporation. You must prepare a sales agreement to sell your business officially. This document allows for the purchase of assets or stock of a corporation.