When buying the assets of a business, some are subject to sales or use tax, while others are not. Items subject to retail sales tax.When you sell your business, you may need to report all or part of the sale on your excise tax return. Also, you may be required to collect retail sales tax. The process is comprised of four general steps: conversation, letter of intent, definitive documentation and closing. 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, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. Your business will need special assets and equipment to succeed. Use a Business Bill of Sale to set out the terms for the sale of a business and transfer the ownership and all assets to the buyer.