Bill of Sale for Business Assets Template

Bill of Sale for Business Assets Template

This Bill of Sale for Business Assets (“Bill of Sale”) is made as of [Date of Bill of Sale].

1. Parties

Seller
Full Legal Name: [Seller Full Legal Name]
Business Name (if any): [Seller Business Name]
Entity Type: [Individual / Corporation / LLC / Partnership / Other]
Address: [Seller Street Address]
City, State/Province, ZIP/Postal Code, Country: [Seller City/State/ZIP/Country]

Buyer
Full Legal Name: [Buyer Full Legal Name]
Business Name (if any): [Buyer Business Name]
Entity Type: [Individual / Corporation / LLC / Partnership / Other]
Address: [Buyer Street Address]
City, State/Province, ZIP/Postal Code, Country: [Buyer City/State/ZIP/Country]

2. Background

Seller owns certain business assets used in connection with [Business Name or Description] (the “Business”). Seller agrees to sell and transfer those business assets to Buyer, and Buyer agrees to purchase them from Seller, on the terms stated in this Bill of Sale.

3. Description of Business Assets

Seller sells, assigns, transfers, and delivers to Buyer all of Seller’s right, title, and interest in and to the business assets listed in this Section 3 (the “Assets”).

3.1 General Description

Overall Asset Description: [General description of assets being sold]

3.2 Asset Categories

Tangible Assets:

• [Equipment Description]

• [Furniture and Fixtures Description]

• [Tools, Machinery, or Other Tangible Items]

Inventory:

• [Inventory Description, such as type, location, and approximate quantity]

Intangible Assets (if included):

• [Trade Name or Business Name]

• [Domain Names / Websites]

• [Phone Numbers or Other Identifiers]

Other Included Assets:

• [Any other business assets included in the sale]

Assets Excluded from this Bill of Sale (if any):

• [Description of excluded items]

4. Purchase Price and Payment

4.1 Purchase Price

The total purchase price for the Assets (the “Purchase Price”) is:

Purchase Price: [Purchase Price Amount and Currency]

4.2 Payment Acknowledgment

Seller acknowledges receipt from Buyer of the Purchase Price, paid as follows:

Amount and Method: [Amount and Payment Method, e.g., wire transfer, cashier’s check]
Date of Payment: [Date Payment Made]

By signing this Bill of Sale, Seller confirms that Buyer has paid the Purchase Price in full, unless stated otherwise in this Section 4.

5. Transfer of Title and Possession

5.1 Transfer Date

Title to the Assets transfers from Seller to Buyer on:

Effective Transfer Date: [Transfer / Closing Date]

5.2 Delivery

Seller has delivered, or will deliver, possession of the Assets to Buyer on or before the Effective Transfer Date at:

Asset Location / Delivery Address: [Address where Assets are located or delivered]

5.3 Risk of Loss

Risk of loss or damage to the Assets passes from Seller to Buyer on the Effective Transfer Date or when Buyer takes possession of the Assets, whichever occurs first.

6. Condition of Assets; “As-Is” or Limited Warranty

Select and complete one of the following approaches, or adapt as needed:

Option A – As-Is Sale

The Assets are sold and transferred to Buyer “as-is,” “where-is,” and “with all faults.” Seller makes no warranties, either express or implied, regarding the condition, quality, merchantability, or fitness of the Assets for any particular purpose, except for the title and authority representations in Section 7.

Option B – Limited Condition Warranty

Seller warrants that, on the Effective Transfer Date, the Assets are in the following condition:

Condition Warranty: [Description of general condition, if any]
Warranty Period (if any): [Warranty Period]

No other warranties, express or implied, are given, except for the title and authority representations in Section 7.

7. Seller’s Representations and Warranties

Seller represents and warrants to Buyer that, as of the Effective Transfer Date:

• Seller is the lawful owner of the Assets being transferred under this Bill of Sale.

• Seller has the right, power, and authority to sell and transfer the Assets to Buyer.

• The Assets are free and clear of all liens, pledges, security interests, and other encumbrances, except as specifically listed below.

Liens or Encumbrances (if any): [Description or “None”]

If any lien or encumbrance is listed above, Seller will take the steps agreed with Buyer to address it in connection with this transfer.

8. Buyer’s Representations

Buyer represents that:

• Buyer has the power and authority to enter into this Bill of Sale and to purchase the Assets.

• Buyer has paid or will pay the Purchase Price as stated in Section 4.

9. Taxes, Fees, and Costs

Unless the parties agree otherwise in another written document:

• Transfer taxes, sales taxes, or value-added taxes (if applicable) related specifically to this sale of Assets will be paid by: [Seller / Buyer / Shared]

• Filing, registration, or recording fees (if any) related to this Bill of Sale or to instruments transferring title will be paid by: [Seller / Buyer / Shared]

Each party remains responsible for its own income, profit, or capital gains taxes resulting from this sale.

10. Relationship to Other Agreements (If Any)

If the sale of the Assets is part of a larger transaction documented in an asset purchase agreement or other contract, the parties agree that:

• This Bill of Sale is delivered pursuant to that agreement; and

• If there is any direct conflict between this Bill of Sale and that agreement, the terms of the underlying agreement will control to the extent of the conflict.

Agreement Reference (if applicable): [Title and Date of Asset Purchase or Other Agreement]

11. Governing Law

This Bill of Sale is governed by the laws of:

Governing Law: [State/Province, Country]

12. Entire Agreement (Bill of Sale Only)

As to the sale and transfer of the Assets as recorded in this Bill of Sale, this document reflects the parties’ understanding for this specific purpose, subject to any broader written agreement referenced in Section 10. Any changes to this Bill of Sale must be in writing and signed by both Seller and Buyer.

Signatures

Seller:
Signature: _______________________________
Printed Name: [Seller Full Legal Name]
Title (if signing for a business): [Seller Title]
Date: [Date Signed by Seller]

Buyer:
Signature: _______________________________
Printed Name: [Buyer Full Legal Name]
Title (if signing for a business): [Buyer Title]
Date: [Date Signed by Buyer]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Legal Name]
Address: [Witness 1 Address]
Date: [Date Signed by Witness 1]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Seller Full Legal Name] and [Buyer Full Legal Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Bill of Sale for Business Assets for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐