A comprehensive asset purchase agreement is critical to a smooth transaction. The two most common ways to transfer ownership of a business are a stock sale and an asset purchase.Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. Many Buyers will require that a sale be structured as an Asset Purchase in order to avoid responsibility for prior liabilities or expenses of the business. The buyer must accurately identify and agree on the assets it wants to acquire and those its wants to remain with the target. It also includes guidance and practical tips for completing asset sales in California. An asset purchase agreement (APA) is a legally binding document that details the terms and conditions related to the purchase and sale of a company's assets. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.