Who pays sales tax on asset purchase in California?

In California, sales tax is generally imposed on an asset sale of a company unless the company being sold is a service business (where the "occasional sale" exemption may apply). In the absence of any provision in the purchase agreement to the contrary, the seller is liable for any sales tax. 3 1 Cal.

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Corporate Asset Purchase Agreement

Sacramento California Corporate Asset Purchase Agreement

Name: Sacramento California Corporate Asset Purchase Agreement
Brand: US Legal Forms
Rating: 4.79 (206 reviews)

Category:

Corporations - Sale of Company

State:

Multi-State

County:

Sacramento

Control #:

US-02259BG

Format:

Instant download

Description

Corporate Asset Purchase Agreement

How to fill out Sacramento California Corporate Asset Purchase Agreement?

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FAQ

An asset purchase agreement is exactly what it sounds like: an agreement between a buyer and a seller to transfer ownership of an asset for a price. The difference between this type of contract and a merger-acquisition transaction is that the seller can decide which specific assets to sell and exclude.

An asset purchase involves the purchase of the selling company's assets -- including facilities, vehicles, equipment, and stock or inventory. A stock purchase involves the purchase of the selling company's stock only.

In California, sales tax is generally imposed on an asset sale of a company unless the company being sold is a service business (where the "occasional sale" exemption may apply). In the absence of any provision in the purchase agreement to the contrary, the seller is liable for any sales tax. 3 1 Cal.

The seller must represent its authority to sell the asset. Additionally, the seller represents that the purchase price of the asset is equal to its value, and that the seller is not in financial or legal trouble.

Here are parts of an asset purchase agreement that you may want to include in your document. Recitals.Definitions.Purchase Price and Allocation.Closing Terms.Warranties.Covenants.Indemnification.Governance.

An asset purchase agreement is a legal contract to buy the assets of a business. It can also be used to purchase specific assets from a business, especially if they are significant in value.

Business Asset Purchase Agreement (APA): What You MUST Know! Preamble and Recitals. Identifying the Parties Involved. Purchase Price and Payment Terms. Representations and Warranties of the Buyer and Seller. Conditions to Closing and other Obligations of the Parties. Termination Provisions. Miscellaneous Terms.

An asset purchase agreement (APA) is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a company's assets.

The following considerations should be included in a Letter of Intent: Value exchanged for the asset purchase. Anticipated timeline for negotiations and deal structuring. Escrow account requirements if any. Exclusivity to the buyer. Scope of key warranties and guarantees. Prohibited buyer and seller activities.

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Sacramento California Corporate Asset Purchase Agreement

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How to fill out Sacramento California Corporate Asset Purchase Agreement?

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How does an asset purchase agreement work?

What is included in an asset purchase?

Who pays sales tax on asset purchase in California?

Who is the seller in an asset purchase agreement?

What should I look for in an asset purchase agreement?

What is the purpose of an asset purchase agreement?

What should be included in an asset purchase agreement?

Who provides an asset purchase agreement?

How do you structure an asset purchase agreement?

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What is a Corporate Asset Purchase Agreement791239?

Why would a company want to enter into a Corporate Asset Purchase Agreement791239?

What are the key components of a Corporate Asset Purchase Agreement791239?

Can you explain the difference between an asset purchase and a stock purchase?

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What happens to the liabilities of the selling company in a Corporate Asset Purchase Agreement791239?

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