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Corporation



Financing



Corporate Resolutions



Stock Agreements



Asset Transfers



Asset Purchase Agmt



Bill of Sale (Seller)



Bill of Sale (Buyer)



Security Agreement



Due Diligence Chklist



Administrative


E-Commerce


Intellectual Property


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Asset Transfers

Acquisition or conveyance of corporate assets is a common way to transfer business ownership. The asset purchase or sale may be preferable to purchase or sale of the stock of the corporation owning the assets. Acquiring the stock of the corporation means acquiring corporate liabilities as well as assets. Purchasing the stock also involves buying all of the assets of the corporation rather than only those of interest. The asset purchase or sale arrangement involves several key issues. Central to the transaction is defining the list of target assets. Any liabilities being assumed should be specifically stated as well as contract assignments. Payment terms are also critical and representations on both sides of the transaction will be important as determined through due diligence. Finally, warranties are critical. The terms of these transactions are typically structured in an Asset Purchase Agreement supported by a series of exhibits including a Bill of Sale, Promissory Notes, Security Agreements and asset and liability lists.

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What's in the Asset Transfers Sub-Library

The Asset Purchase Agreement provides a framework for the purchase and sale of corporate assets incidental to the acquisition of a business.

The Bill of Sale favoring seller conveys title to certain assets to buyer with minimal risks and responsibilities for seller.

The Bill of Sale serves as the document conveying title to the target assets.

The Security Agreement provides a framework for securing the indebtedness of a debtor by granting lender a security interest in certain assets owned by debtor.

The Due Diligence Checklist provides an outline of considerations when evaluating a business for purchase.


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  ASSET TRANSFERS



Scott Draughon reviews tools necessary to purchase or sell particular assets of your corporation or of anothers.

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