An asset purchase agreement is a legal document that outlines the terms and conditions of buying or selling assets in a business transaction. In an asset purchase, the buyer agrees to purchase specific assets and liabilities.This means that they only take on the risks of those specific assets. 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 purchase transaction, the buyer ("Buyer") purchases all or a substantial portion. Learn the tax implications for each type of sale. Both an asset sale and a share sale are a purchase of the entire business, but there are legal differences between the two. An Asset Purchase Agreement is a legally binding contract between a buyer and a seller that details the terms and conditions of the sale of a business's assets. Both the seller and purchaser of a group of assets that makes up a trade or business must use Form 8594 to report such a sale. An asset purchase agreement is the legal document that will govern the transfer of ownership of a business's assets from the seller to the buyer.