An asset purchase agreement is the legal document that will govern the transfer of ownership of a business's assets from the seller to the buyer. Before you buy an existing business, find out if the business owes any Texas taxes.An asset purchase agreement (APA) is a written legal document that formalizes purchasing a business or substantial commercial asset. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. An Asset Purchase Agreement is a legally binding contract between a buyer and a seller that details the terms and conditions of the sale of a business's assets. Drafting a purchase agreement for buying or selling a business in Texas is a critical step to ensure a smooth transaction. This article discusses the elements of buying or selling a small business in Texas, whether the business is focused on real estate or otherwise. In an asset sale, Company A transfers certain property to Company B in exchange for consideration (i.e. cash). Both the seller and purchaser of a group of assets that makes up a trade or business must use Form 8594 to report such a sale.