If the business you are buying includes business assets such as furniture or office equipment, you must pay sales tax on them. An asset purchase agreement should describe as specifically as possible the business assets being transferred.A seller must give all prospective purchasers Form TP153, Notice to Prospective Purchasers of a Business or Business Assets. In a forward purchase transaction, a buyer and seller enter into a purchase and sale agreement at a set or calculated price for an asset that is either in. What you need to know when negotiating the terms of the sale when buying or selling an LLC or Small Business in New York. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. Francine E. Love of LOVE LAW FIRM lays out the 5 step process of buying and selling a small business in New York.