Defining what transfers
An asset deal depends on schedules that list what is sold and what stays behind. Purchased assets often include equipment, inventory, intellectual property, contracts, and goodwill, while cash, certain receivables, and tax refunds are often excluded. Liabilities are divided the same way, with the buyer usually assuming only what is listed and the seller keeping the rest. Vague schedules create disputes later, especially over receivables collected after closing or customer deposits. Each schedule should be specific enough that someone unfamiliar with the business could tell what is included.
Consents, employees, and successor risk
Many contracts, leases, and permits cannot be assigned without consent, and some licenses must be reissued to the buyer. Employees do not automatically move with the assets; typically the buyer offers employment and the seller ends it, which raises final pay, benefits, and notice questions. Even when a buyer assumes no liabilities on paper, some laws and doctrines can make it answerable for certain seller obligations. In New York, a buyer of business assets can become liable for the seller's unpaid sales tax unless it gives the state tax department advance notice and follows any instruction to hold back part of the price. Environmental and employee benefit obligations deserve review as well.
Price allocation and closing mechanics
The purchase price is allocated among the assets for tax purposes, and the parties usually agree on that allocation in the agreement because it affects both sides' taxes. Closing deliverables include bills of sale, assignment documents, and releases of any liens on the assets. Sellers should plan for the company left behind, which still has to wind down, pay its excluded liabilities, and file final returns. Buyers usually want the seller to stop using the business name after closing and may ask the owners for a non-compete, which should be scoped with care. Our review covers the proposed terms, the asset and liability lists, and the consents needed, and produces a closing checklist both sides can work from.
