Asset Purchase Agreement with Bill of Sale
Buy or sell a Puerto Rico business by its assets: deposit, inventory adjustment, holdback, seller financing under the Commercial Transactions Act, Hacienda/CRIM/municipal certifications, Act 80 employee treatment, IVU, non-compete. Bill of Sale, Assignment and Assumption and Note included.
Who it is for
The buyer or seller of a small business — a shop, restaurant, service company, trade or product line — sold by its assets: equipment, inventory, name, customers, contracts and goodwill, with the buyer taking no debts, a deposit, an inventory adjustment, optional seller financing and a holdback.
What is inside
- Asset Purchase Agreement: Key Terms table + 11 articles — purchased and excluded assets, assumed and excluded liabilities, price with deposit, inventory adjustment, holdback and allocation, closing deliveries, seller and buyer warranties, pre-closing conduct, consents and tax clearance, employees, seller non-competition and confidentiality, transition assistance, seller financing, conditions, capped indemnification with basket and survival, termination
- Schedule A purchased assets (equipment, inventory, IP and accounts, records, prepaids, employees) · Schedule B excluded assets · Schedule C assumed contracts · Schedule D allocation for Form 8594 · Schedule E Bill of Sale · Schedule F Assignment and Assumption Agreement · Schedule G Promissory Note and Security Agreement for seller financing
- Instruction Sheet: assets vs shares, deposit and holdback, warranties and the cap/basket/survival negotiation, the seller non-compete, closing mechanics, liens and UCC searches, successor tax liability and clearance certificates, employees, after-closing checklist, when the form is not enough
The first pages
Rendered from the actual form. Yellow fields are the ones you fill in; the rest is already written.
ASSET PURCHASE AGREEMENT
[SELLER NAME] · [BUYER NAME]
The information in this table is incorporated into the Agreement that follows. Where the Agreement refers to an item "in the Key Terms," it means the entry below.
| Item | Entry |
|---|---|
| Seller | [SELLER NAME], a [SELLER ENTITY TYPE — e.g., "Puerto Rico limited liability company" OR "Puerto Rico corporation" OR "sole proprietor"], with its principal office at [SELLER ADDRESS] |
| Seller's owners (who also sign) | [SELLER OWNER NAMES — each owner of the Seller who signs the non-competition covenant and the guaranty of the Seller's obligations, OR "None — the Seller is an individual"] |
| Buyer | [BUYER NAME], a [BUYER ENTITY TYPE — e.g., "Puerto Rico limited liability company"], with its principal office at [BUYER ADDRESS] |
| The Business | The business of [BUSINESS DESCRIPTION — e.g., "operating a bakery and catering service"] conducted by the Seller under the name "[BUSINESS NAME]" at [BUSINESS LOCATION] (the "Business") |
| Purchased Assets | The assets listed in Schedule A, being substantially all of the assets used in the Business, other than the Excluded Assets in Schedule B |
| Assumed Liabilities | [TYPE "None — the Buyer assumes no liabilities of the Seller" OR "Only the obligations arising after Closing under the contracts listed in Schedule C"] |
| Purchase Price | $[PURCHASE PRICE], subject to the inventory adjustment in Section 3.3 [, OR "with no adjustment"] |
| Deposit | $[DEPOSIT AMOUNT] paid on signing, held by [ESCROW AGENT OR "the Seller"] and applied to the price at Closing |
| Payment at Closing | $[CASH AT CLOSING] in cash |
| Seller financing (balance) | [TYPE "None" OR "$" AND THE NOTE AMOUNT "by the promissory note in Schedule G, payable in" AND THE NUMBER OF MONTHLY INSTALLMENTS "monthly installments with interest at" AND THE ANNUAL RATE "% per year, secured by the Purchased Assets"] |
| Holdback | [TYPE "None" OR "$" AND THE HOLDBACK AMOUNT "retained by the Buyer for" AND THE NUMBER OF MONTHS "months as security for the Seller's indemnification obligations"] |
| Allocation of the price | As stated in Schedule D (for the parties' Puerto Rico income tax returns and, if either party files U.S. federal returns, Internal Revenue Service Form 8594) |
| Closing Date | [CLOSING DATE], or any other date the parties agree in writing |
| Premises | [TYPE "The Buyer takes an assignment of the Seller's lease of the premises at BUSINESS LOCATION, with the landlord's consent" OR "The Buyer will sign a new lease with the landlord" OR "The Seller owns the premises and leases them to the Buyer under a separate lease" OR "No premises are involved"] |
| Employees | [TYPE "The Buyer intends to offer employment to the employees listed in Schedule A, Part 6, on terms it sets" OR "The Buyer will not hire the Seller's employees"] |
| Seller's non-competition | [NON-COMPETE PERIOD IN YEARS] years within [NON-COMPETE TERRITORY — e.g., "50 miles of the Business location"] |
| Transition assistance by the Seller | [TRANSITION HOURS] hours over [TRANSITION PERIOD IN DAYS] days after Closing, without additional charge |
| Indemnification cap and basket | Cap: [INDEMNITY CAP PERCENTAGE]% of the Purchase Price. Basket: claims are payable only once they exceed $[INDEMNITY BASKET] in the aggregate, and then from the first dollar. Survival: [SURVIVAL PERIOD IN MONTHS] months after Closing (Section 9.4) |
| Governing law | Commonwealth of Puerto Rico |
… the document continues for about 15 pages.
The instruction sheet
Every download includes a plain-language instruction sheet. This is how it opens.
INSTRUCTION SHEET
Asset Purchase Agreement with Bill of Sale
This is the agreement by which the owner of a small business — a restaurant, a shop, a service company, a trade, a professional practice's non-professional assets, a product line — sells the business to a buyer by selling its assets: the equipment, inventory, name, customer list, contracts and goodwill. The buyer gets the business without the seller's company and without its debts; the seller keeps its company (or dissolves it afterwards), its cash and whatever liabilities are not expressly assumed. That is why most small-business sales are asset sales rather than sales of the company's shares or membership interests.
What the package contains. The Agreement itself, with a Key Terms table where the business deal is written; Schedule A listing what is sold and Schedule B what is not; Schedule C listing the contracts the buyer takes over; Schedule D allocating the price among asset classes for tax purposes; Schedule E, the Bill of Sale, which is the document that actually transfers title at closing; Schedule F, the Assignment and Assumption Agreement, which transfers the contracts; and Schedule G, a promissory note and security agreement for a seller-financed balance.
Use this form if: a single business or business line is being sold for a price up to the low millions; the buyer takes the assets and, at most, the ongoing obligations under listed contracts; the parties have agreed on price, what is included and how it is paid; and both sides are willing to sign a balanced agreement with customary warranties and a capped indemnity.
Use a different form, or an attorney, if: the buyer is acquiring the company itself (its shares or membership interests) rather than its assets; real estate is being sold (a deed and a real-estate contract are needed; this form can accompany them); the business is regulated and its license cannot be transferred (liquor, healthcare, transportation, firearms, childcare — the buyer must qualify for its own); the sale involves a franchise (the franchisor's consent and transfer documents govern); or the price is large enough that financing, escrow and due diligence need professional handling.
• Work in Microsoft Word (or any program that opens .docx files). Every field appears in yellow highlight inside square brackets, for example [SELLER NAME]. Replace the whole bracket — including the brackets — with your information, and remove the highlight if you wish. Use Find and Replace for names that appear many times.
• Some fields offer choices, written as "OPTION A" OR "OPTION B", or begin with the word TYPE followed by the alternatives. Pick one, type that text in place of the entire bracket, and delete the alternatives. Never leave both options in the signed document.
• Fill in the Key Terms table first, then the Schedules, then the few fields inside the Articles. The Articles refer to the Key Terms and the Schedules for every business term.
• The Agreement is signed first; the Bill of Sale (Schedule E), the Assignment and Assumption Agreement (Schedule F) and the Note (Schedule G) are signed at the closing. Delete Schedule G if there is no seller financing. Delete the cover page before signing.
Questions
What file do I get?
A zip with the Puerto Rico edition as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Can I reuse it?
Yes. The license covers your own business and every company you own; it does not allow resale of the template itself.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Refunds?
Digital downloads are final once delivered. The preview on this page is taken from the actual document so you can see what you are buying.