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Business Bill of Sale Template

A business bill of sale transfers the tangible and intangible assets of a small business, such as equipment, inventory, furniture, the trade name, customer list and goodwill, from the seller to the buyer at closing. It is the document that goes with the purchase agreement and is what the buyer shows to banks, landlords and the state when the business changes hands. Pick your state and the form adapts to its rules.

Business Bill of Sale

Seller

Buyer

Business details

Price and terms

Why a business bill of sale matters

  • Transfers the assets at closing in one signed document.
  • Lists exactly what is and is not included, which prevents post-sale fights.
  • Needed to transfer the DBA, licenses, lease and utility accounts.
  • Supports the buyer's asset basis for taxes and the seller's gain calculation.

Before you sign

  • Attach an inventory and equipment list as a schedule for anything beyond a one-line description.
  • Say clearly whether the buyer assumes any debts, leases or contracts.
  • Both parties sign in their capacity (owner, member, president) if an entity is involved.
  • This is the bill of sale, not the purchase agreement. For a sale above a few thousand dollars, have a lawyer draft the purchase agreement and use this as the closing document.

Business Bill of Sale by state

Rules differ by state: some require a bill of sale for every sale, some only when the title has no price, and a few want it notarized. Pick yours for the exact rule, the form number and the agency.

Common questions

Is a business bill of sale the same as a purchase agreement?+

No. The purchase agreement sets the deal: price, terms, representations, non-compete. The bill of sale is the closing document that actually transfers the assets. Small deals sometimes use the bill of sale alone; larger ones should have both.

Does it transfer the LLC or corporation?+

No. This transfers assets. Selling the entity itself is a membership-interest or stock sale and needs different documents. Most small-business sales are asset sales.

Do I need to notify the state?+

Usually the DBA (assumed name) and any licenses or permits have to be reassigned or re-filed, and some states have bulk-sale notice rules. Check with the secretary of state and your accountant.