Oregon Agreement for Purchase of Business Assets from a Corporation

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Multi-State
Control #:
US-0082BG
Format:
Word; 
Rich Text
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Description

A sale of a business is considered for tax purposes to be a sale of the various assets involved. Therefore it is important that the contract allocate parts of the total payment among the items being sold. For example, the sale may require the transfer of the place of business, including the real property on which the building(s) of the business are located. The sale might involve the assignment of a lease, the transfer of good will, equipment, furniture, fixtures, merchandise, and inventory. The sale may also include the transfer of the business name, patents, trademarks, copyrights, licenses, permits, insurance policies, notes, accounts receivables, contracts, and cash on hand and on deposit, and other tangible or intangible properties. It is best to include a broad transfer provision to insure that the entire business is being transferred to the Purchaser, with an itemization of at least the more important assets to be transferred.
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  • Preview Agreement for Purchase of Business Assets from a Corporation
  • Preview Agreement for Purchase of Business Assets from a Corporation
  • Preview Agreement for Purchase of Business Assets from a Corporation
  • Preview Agreement for Purchase of Business Assets from a Corporation

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FAQ

A unit purchase agreement is a legal document that business owners can use to buy goods and services. The seller can offer significant discounts on products or services for bulk purchases. The buyer may then choose not to use all of their allotted units if they do not need them at the time of sale.

The bill of sale is typically delivered as an ancillary document in an asset purchase to transfer title to tangible personal property. It does not cover intangible property (such as intellectual property rights or contract rights) or real property.

An asset purchase involves the purchase of the selling company's assets -- including facilities, vehicles, equipment, and stock or inventory. A stock purchase involves the purchase of the selling company's stock only.

An asset purchase agreement is an agreement between a buyer and a seller to purchase property, like business assets or real property, either on their own or as part of a merger-acquisition.

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) under which company shares, title to assets, and title to liabilities are also sold.

What does sale of assets mean? When companies let go of some assets in exchange for needed cash or other forms of compensation, that is the sale of assets. It's important to note that this term only applies when a company is selling part of their assets and not when all of them are for sale.

In an asset purchase, the buyer will only buy certain assets of the seller's company. The seller will continue to own the assets that were not included in the purchase agreement with the buyer. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate.

Your company will also still exist after an asset sale, and administratively you will still need to take steps to dissolve the company and deal with any remaining liabilities and assets. Unlike a stock sale, 100% of the interests of a company can usually be transferred without the consent of all of the stockholders.

When someone buys a corporation's assets, the corporation sells its property, like its contracts, furniture, fixtures, and equipment, for money or in exchange for other property. The corporation gets the money and the buyer gets the assets.

Most often, the buy and sell agreement stipulates that the available share be sold to the remaining partners or to the partnership. The buy and sell agreement is also known as a buy-sell agreement, a buyout agreement, a business will, or a business prenup.

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Oregon Agreement for Purchase of Business Assets from a Corporation