An asset purchase agreement (APA) is a written legal document that formalizes purchasing a business or substantial commercial asset. 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.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. Before you buy an existing business, find out if the business owes any Texas taxes. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. The letter of intent and the Asset Purchase Agreement should identify the assets and the purchase price. This article discusses the elements of buying or selling a small business in Texas, whether the business is focused on real estate or otherwise.