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.In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. 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. In an asset sale, Company A transfers certain property to Company B in exchange for consideration (i.e. cash). An asset purchase agreement (APA) is a written legal document that formalizes purchasing a business or substantial commercial asset. Use Form 4797 to report: The sale or exchange of property. The involuntary conversion of property and capital assets. This article discusses the elements of buying or selling a small business in Texas, whether the business is focused on real estate or otherwise.