An asset sale will likely result in a combination of gain taxed at both ordinary and capital gains rates, depending on the nature of the individual assets. The gain or loss on each asset is figured separately.The sale of capital assets results in capital gain or loss. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. In a stock sale, any gains or losses are generally capital gains or losses. In a sale of assets, much of the gain may be ordinary income. You will need to allocate the amount reflected on form 8594 among all the assets. A typical method is to allocate the proceeds based on the original cost. In an asset sale, purchase price allocation will determine what you pay in taxes on the profits of your sale. In an asset sale, the new owner purchases the business's physical assets.