Asset Purchase Agreement

The Asset Purchase Agreement is an agreement between the seller and the purchaser of assets. In an Asset Purchase Agreement, the individual value of assets is assigned and the seller transfers the assets to the purchaser.The assets transferred in an asset purchase agreement include: Plant and machinery, Goodwill, Stock, Premises etc. Advantages of the asset purchase agreement- It gives the buyer a choice to purchase the particular asset which he wants to buy.It gives a choice to the seller to decide the fair market value of assets. Disadvantages of the asset purchase agreement- the tax imposed on the seller is high and so the seller may insist on receiving a higher price.If the assets are sold, the employment agreements with key employees may have to be renegotiated.

The seller agrees to sell, assign, convey and transfer the specified assets. The transfer of assets should be free from liens and liabilities to the purchaser. If the purchaser agrees to buy on those terms, all duties, obligations, and liabilities attached to the assets shall be borne by the purchaser under the contract. As specified in the contract, title and risk shall be transferred to the purchaser. The seller shall also transfer the royalty fee and all intellectual property attached to the asset. This will be specified in the license agreement. An asset purchase agreement is a must for ensuring that the party gets the highest value from the sale or purchase of assets. In addition, all the terms of the contract are reviewed and the parties can derive maximum benefits.  Asset purchase agreement is an agreement between the seller and purchaser for sale and purchase of assets. The asset purchase agreement can be used by the seller or a purchaser for the purchase of all or a portion of assets.


Features of Asset Purchase Agreement 


1.Warranties: A buyer will want to make sure that the seller is giving warrantiesspecific to the asset. For example, warranties about equipment imply they should be in good working order and comply with relevant safety standards.


2.Exclusions: As you are only selling a particular asset, any relevant exclusions should be specified. For example, you may sell a client list but not the platform used to manage the list. This should be identified as an exclusion and acknowledged by the buyer.


3.Restraint:If the seller intends to continue operating its business after selling a particular asset, they need to make sure there are no restraints of trade included in the agreement to prevent them from doing so.


4.Taxes:The agreement should set out which party is responsible for any GST payable on the sale, as well as any other associated sale taxes, penalties or fees.

Documents Required

Passport Photo

Passport photo of all parties.

PAN Card

PAN card of all parties.

Aadhar Card

Aadhar card of all parties.

Utility Bill

Utility bill of Electricity or Telephone.

Address Proof

Valid Address Proof of all the parties.


Valid Driving Licence of all the parties.

Terms and Conditions

Terms and Conditions between the parties.

Other Documents

Other documents will be intimated through e-mail.


An asset transfer occurs when one person gives ownership of an asset to another person or to a group of people. Apart from asset transfer agreement, life insurance policies can be used to transfer assets to beneficiaries.

An asset transfer agreement is a legally binding document that outlines the terms and conditions of the purchase and sale of some or all of a company's assets. It also includes terms surrounding any encumbrances or liens on the assets and conditions for the closing.

Most firms complete transfer requests within two to three weeks, depending on the types of securities and how quickly the delivering firm transfers your asset.

When you record a fixed asset, you debit the Fixed Assets account for the purchase price and credit the Cash or Loan account. Later you reduce the value in Fixed Assets to reflect the asset's depreciation over time.

In an asset purchase, the buyer agrees to purchase specific assets and liabilities. In a stock purchase, the buyer purchases the entire company, including all assets and liabilities.

Provisions of an asset transfer agreement may include payment of purchase price, monthly instalments, liens and encumbrances on the assets, condition precedent for the closing, etc.