Bill of Sale
(Asset Purchase Agreement)

Summary

This template bill of sale evidences the transfer of ownership of tangible assets being sold from a seller to a buyer pursuant to an asset purchase agreement. This template contains practical guidance and drafting notes. Click here to see recent examples of publicly filed asset purchase agreements in Market Standards. In an asset purchase transaction, buyers purchase specific assets from the seller, and it is imperative that the assets sold are clearly defined in the deal documentation. Generally, the assets sold will be defined in the asset purchase agreement and then listed on one or more disclosure schedules. The descriptions of the assets may vary depending on the type and volume of the assets. Descriptions may be exact, with product names, SKUs, and quantities, but may also be general, such as "all furniture, fixtures, and equipment related to the Business." The bill of sale is a separate document that supplements the asset purchase agreement and evidences the transfer of ownership of the acquired tangible assets for the buyer's proof of ownership of such assets following the transaction closing. This is especially important where acquired assets consist of untitled personal property the ownership of which is typically shown through possession and control. Practitioners should note that bills of sale transfer only tangible assets, and that assignments of intangible assets (e.g., rights under assigned contracts) are evidenced by a separate assignment and assumption agreement. Practitioners should also know that if the assets being purchased and sold in an asset sale include titled and registered motor vehicles or other separately titled and registered property, state law may require additional or different documentation to effect the lawful transfer of such property. You should consult the laws and regulations, including motor vehicle regulations, of the state in which such property is registered for any additional assignment and transfer requirements that may apply to your transaction. For a wide array of resources relating to asset purchase transaction and ancillary agreements in M&A deals, see Asset Acquisition Resource Kit and Ancillary Agreements in M&A Transactions Resource Kit. For resource kits containing a wide variety of practice notes, templates, and other practical guidance specific to the acquisition, sale, or post-closing operation of a business in select jurisdictions, see M&A Resource Kit (NY), M&A Resource Kit (FL), M&A Resource Kit (TX), M&A Resource Kit (CA), and M&A Resource Kit (IL). For a template assignment and assumption agreement you can use to transfer assigned contracts and rights, and assumed liabilities, in connection with an asset purchase transaction, see Assignment and Assumption Agreement (DE).