An asset purchase agreement should describe as specifically as possible the business assets being transferred. If the business you are buying includes business assets such as furniture or office equipment, you must pay sales tax on them.Steps for Buying a Small Business, Company or LLC in New York. How a corporate attorney can assist you in a business purchase transaction. Mutual NonDisclosure Agreement (NDA). Letter of Intent (LOI). A seller must give all prospective purchasers Form TP153, Notice to Prospective Purchasers of a Business or Business Assets. 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. An asset purchase requires the sale of individual assets. A share purchase requires the purchase of 100 percent of the shares of a company.