Before you buy an existing business, find out if the business owes any Texas taxes. 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.If the price allocated to an asset is greater than its book value, the vendor's recapture of capital cost allowance becomes taxable income for vendor. An asset purchase agreement (APA) is a written legal document that formalizes purchasing a business or substantial commercial asset. The election provides for no GST (or HST in the HST provinces) to be payable in respect of the purchase and sale of the assets and reduces the cash. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and. A somewhat basic level high level presentation on the nuts and bolts of asset purchase sale transactions. 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. If you made substantial gifts this year, you may need to fill out Form 709. 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.