It spells out the structure of the transaction, the price, limitations, and warranties. Deemed asset sale S corporation is treated as if it sold its assets to itself and assets get a steppedup basis reflecting the purchase price.Looking for experienced business sales lawyers in NYC? Contact us for skilled legal representation today! A sales agreement for buying a business is necessary for keeping both the parties on the same page and avoiding any legal trouble. An asset purchase agreement is a legal document used when buying or selling a small business. Read on to understand the basics. The Office of the City Register records and maintains New York City real property and certain personal property transfer records, such as mortgage documents.