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Guide

Preparing an asset sale: prove what you are selling, item by item.

In an asset sale, the buyer purchases specific things the business owns and uses, such as equipment, inventory, customer contracts, intellectual property and goodwill, and leaves the legal entity with you. Many smaller business sales in the United States are structured this way, often because buyers prefer to choose which liabilities they assume.

Because the deal is built from a list of assets, the buyer's review focuses on whether you own each one, whether it can be transferred and what it is worth. This guide sets out the records that usually answer those questions and how to share them. This guide explains common practice. It is not legal, tax or financial advice, and your attorney, CPA or advisor should shape the plan for your own deal.

How an asset deal shapes diligence

The purchase agreement will attach schedules naming the assets being sold and the liabilities, if any, the buyer agrees to take on. Everything on those schedules needs support: a title record, an invoice, a registration, a signed contract. The buyer is less interested in the entity's minute book than a stock buyer would be, and far more interested in whether a key customer contract can be assigned without that customer's consent.

Taxes are part of the conversation too. Buyer and seller agree how the price is allocated across classes of assets, and the IRS asks both sides to report that allocation, generally on Form 8594. The allocation affects each side's tax result, so agree it with your CPA's input rather than leaving it to the end.

Lien searches are standard. The buyer, or its lender, will search state filing records for UCC financing statements against the business, and will expect any existing lender's security to be released at closing. Having your loan documents and payoff contacts ready keeps that step short.

Documents that usually support an asset sale

What you own

  • A fixed asset register with purchase dates and invoices for significant equipment and vehicles.
  • Vehicle titles and any registrations or permits tied to the assets.
  • An inventory count method and a recent count, with how it is valued.
  • Trademark and patent registrations, domain names, software licenses and the agreements that assign intellectual property to the company.

What earns the money

  • Customer and supplier contracts, with assignment and consent clauses highlighted.
  • Recurring revenue reports, customer concentration and churn figures.
  • Three years of financial statements and tax returns, so the buyer can test the earnings it is paying for.

What the buyer might take on

  • Equipment leases and the premises lease, and whether the landlord must consent to an assignment.
  • Warranty and returns history.
  • A list of employees the buyer may offer roles to, shared at the stage your attorney advises.

A practical room for an asset sale

  1. 1

    Organize by schedule

    Make one folder per asset schedule in the purchase agreement, so the buyer can match each line to its support.

  2. 2

    Track open items

    Use a document request list for the buyer's questions and assign each to whoever holds the answer.

  3. 3

    Separate the parties

    Give the buyer, its lender and its CPA separate groups that see only the folders they need.

  4. 4

    Set an end date

    Every invitation can carry an end date. Extend it in one click if closing slips, or revoke it if the deal ends.

Keeping customer and staff information contained

Asset buyers want to see who the customers are, but customer lists and pricing are exactly what you most need to protect if the deal does not close. A common approach is to share anonymized or summarized figures early and the named detail later. In ShareAndGo you can hold the detailed folder back from a group until the right stage, then open it.

When you do open it, make it view-only. Readers see watermarked pages carrying their own name, email address and the date, and cannot download the original file. Every view is recorded in the audit log, so you know who read the customer list and when.

If a scheduled asset changes, for instance a contract renewal or an updated inventory count, upload the replacement as a new version. The buyer always sees the latest one, and the history shows what was there before.

Questions

Who decides whether a deal is an asset sale or a stock sale?
Buyer and seller negotiate it, usually at the letter of intent stage, with advice from their attorneys and CPAs.
Can we share employee information?
Share personal information only when it is needed and at the stage your attorney recommends, and keep it view-only.
Can AI help sort our records?
Yes. ShareAndGo reads text from documents, including scans, tags and summarizes them, and can suggest a folder structure and sort uploads into it.

Related guides

Preparing a stock sale

When the buyer takes the entity and its history.

Selling a franchise

An asset sale with a franchisor in the middle.

A commercial lease negotiation

When the premises lease must be assigned.

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Every business process we cover.