The process is comprised of four general steps: conversation, letter of intent, definitive documentation and closing. When buying the assets of a business, some are subject to sales or use tax, while others are not.Items subject to retail sales tax. 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. When you sell your business, you may need to report all or part of the sale on your excise tax return. Also, you may be required to collect retail sales tax. The easiest way to create a Business Purchase Agreement is to use a template that is customized to your state. A transaction attorney will draft and review crucial documents like the purchase agreement, protecting your interests throughout the process.