Maryland Business Bill of Sale

How to sell a business in Maryland

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.

Seller steps

1. Confirm you hold clear title. If a lender is on the title, get the lien release before you list it.
2. Agree on the price and fill in the Maryland business bill of sale above with the buyer. Record the serial number.
3. Sign it. Signing in front of a notary is not always required in Maryland, but offices ask for it often enough that it is worth the few dollars.
4. Hand over any registration papers, manuals, receipts or health records that go with the business.
5. Hand over the business and keep your signed copy of the bill of sale for your records.

Buyer steps

1. Check the description against the business itself before you sign.
2. Keep the signed bill of sale with your records; it is your proof of ownership and purchase price.
3. If you bought it for a business, give the bill of sale to your bookkeeper for the asset record.

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.

Why a bill of sale matters for a business

• 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.

Want both parties to walk away with a signed copy and a notary page ready? The $9 ready-to-sign pack adds them.