An asset purchase agreement in New York should also specify which liabilities, if any, are transferred to the purchaser. Steps for Buying a Small Business, Company or LLC in New York.How a corporate attorney can assist you in a business purchase transaction. A seller must give all prospective purchasers Form TP153, Notice to Prospective Purchasers of a Business or Business Assets. Mutual NonDisclosure Agreement (NDA). Letter of Intent (LOI). A sales agreement for buying a business is necessary for keeping both the parties on the same page and avoiding any legal trouble. Here is my due diligence checklist of the most common items to investigate when conducting due diligence in the buying or merging of a small business. This measure ensures that funds will be available to obtain a new premises so that your corporation can continue to carry out its corporate purposes. In an asset sale, you, as the buyer, have the chance to deduct the entire purchase price you paid for the business assets from your tax bill.