A Bill of Sale for Business is a legal document that records the transfer of ownership of a business or its assets from the seller to the buyer. Business sales can be structured as either asset purchases (where the buyer acquires specific assets and assumes specified liabilities) or stock/equity purchases (where the buyer acquires the ownership interests in the business entity). The bill of sale is the primary document effectuating an asset purchase, transferring title to tangible and intangible business assets.

The legal framework governing business sales involves multiple areas of law. The Uniform Commercial Code (UCC) Article 2 governs the sale of goods (inventory, equipment) included in the transaction. UCC Article 6, the Bulk Sales Act (though repealed in many states), was designed to protect creditors when a business sells a substantial portion of its assets outside the ordinary course of business. In states where Article 6 remains in effect, the buyer must provide notice to the seller's creditors before the sale closes to avoid liability for the seller's debts.

Business sales also implicate federal and state tax law. Under IRC Section 1060, the purchase price in an applicable asset acquisition must be allocated among the acquired assets using the residual method prescribed in IRC Section 338, with both buyer and seller required to file IRS Form 8594 (Asset Acquisition Statement) reporting the allocation. The allocation affects the tax treatment of the transaction for both parties, determining whether gains are taxed as ordinary income or capital gains and the buyer's depreciation and amortization deductions for the acquired assets.

An entrepreneur is purchasing a small business, such as a restaurant, retail store, service company, or franchise, and needs to document the transfer of all business assets including equipment, inventory, customer lists, intellectual property, and goodwill. A business owner is retiring or exiting and selling the business operations to a successor, whether a third party, employee, or family member.

A company is acquiring specific asset categories from another business, such as a product line, customer base, technology platform, or geographic territory, without purchasing the entire entity. A franchise owner is transferring their franchise to a new operator, and the bill of sale documents the transfer of franchise assets along with the franchisor's consent.

A business partnership is dissolving, and the partners are dividing business assets through documented sales between the partners or to third parties. A creditor or bankruptcy trustee is conducting a liquidation sale of business assets under Article 9 of the UCC or the Bankruptcy Code (11 U.S.C.).

A business is being sold as part of a divorce settlement, and the court requires documentation of the fair market value and terms of the business asset transfer.

The identification of the business must include the legal name, trade name or DBA, address, type of entity (sole proprietorship, partnership, LLC, corporation), state of formation, and the nature of the business operations being sold. The EIN/tax identification number should be included.

The asset schedule must comprehensively list every category of assets being transferred, including: tangible assets (equipment, furniture, fixtures, vehicles, inventory, supplies); intangible assets (goodwill, customer lists, vendor relationships, trade names, trademarks, patents, copyrights, domain names, phone numbers, social media accounts); contractual rights (assignable contracts, leases, licenses, permits); and financial assets (accounts receivable, prepaid expenses, security deposits). Each category should be itemized with descriptions and assigned values.

The purchase price allocation must distribute the total purchase price among the asset categories, as required by IRC Section 1060. The allocation follows the residual method: first to cash and cash equivalents, then to actively traded personal property, then to accounts receivable, then to inventory, then to all other assets, then to Section 197 intangibles (covenants not to compete, going concern value), and finally to goodwill.

Excluded assets and retained liabilities must be specified. The seller typically retains cash, bank accounts, tax refunds, and personal assets. The buyer typically does not assume existing debts, tax liabilities, or litigation unless expressly stated. The allocation of liabilities is critical for both legal and tax purposes.

Representations and warranties should address the seller's ownership of assets, absence of undisclosed liens or encumbrances, accuracy of financial statements, compliance with laws and permits, the status of contracts and leases, environmental condition of the premises, and employee matters. A non-compete and non-solicitation covenant from the seller is standard.

Both parties must sign the bill of sale, and the transaction should be supported by ancillary documents including the asset purchase agreement, assignment and assumption agreements for contracts, lease assignments, UCC-3 termination statements for existing liens, and IRS Form 8594.