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.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. 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. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. The process is comprised of four general steps: conversation, letter of intent, definitive documentation and closing. Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. Your business will need special assets and equipment to succeed. In an asset sale, the new owner purchases the business's physical assets.