Asset Purchase Agreement

An asset purchase agreement (APA) governs the sale of specific business assets, equipment, inventory, contracts, customer lists, intellectual property, rather than the seller's stock or membership interests. The buyer picks what comes over and what stays behind.

APAs are common when the buyer wants to avoid inheriting unknown liabilities. Tax treatment, transfer of permits, employee continuation, and consent of key contracts are all negotiated in the APA, not assumed.

California adds layers: bulk-sales notice considerations, sales-and-use tax clearance, successor liability under state wage-and-hour law, and licensing rules in regulated industries. We draft and review APAs to allocate risk clearly between the parties before closing.