Arizona Sale of Assets - Asset Purchase

Among the terms typically included in the agreement are the purchase price, the closing date, the amount of earnest money that the buyer must submit as a deposit, and the list of items that are and are not included in the sale.

Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) where company shares, title to assets, and title to liabilities are also sold.

These will include the purchase price, of course, and bills of sale, assignment and assumption agreements, intellectual property assignments, real property transfer documents and so on, as well as any legal opinions, employment agreements, escrow agreement and other ancillary documents.

To record the purchase of a fixed asset, debit the asset account for the purchase price, and credit the cash account for the same amount.

Cost. The asset cost includes the purchase price, shipping, installation, sales tax, and other expenses associated with its purchase.

Once an asset purchase is complete, the assets and liabilities that have been purchased are moved to the new entity and the old entity (and any assets or liabilities it still owns) must be wound down. In a stock purchase, the buyer purchases the entire company, including all assets and liabilities.

In an asset sale, the seller retains possession of the legal entity and the buyer purchases individual assets of the company, such as equipment, fixtures, leaseholds, licenses, goodwill, trade secrets, trade names, telephone numbers, and inventory.

Sales and Use Taxes. When a person liable for sales and use taxes sells his or her business or stock of goods, the Buyer must withhold a specific portion of the purchase price to pay any sales or use taxes owed by the Seller to the California State Board of Equalization ("SBE") (RTC Section 6811).

Sellers are responsible for collecting and paying the tax, and purchasers are responsible for paying the tax that the sellers must collect and pay. In essence, this type of sales tax is a hybrid of the other two types.