Selling the assets of your business is a significant transaction — financially, operationally, and personally. Whether you are selling a single business unit, winding down operations, or transitioning out of a business you have built over many years, the way the sale is structured determines how much you walk away with, what obligations follow you after closing, and how protected you are if a dispute arises later.

In an asset sale, you are selling specific identified assets rather than transferring ownership of the business entity itself. From a seller’s perspective, this structure has its own considerations. The purchase price allocation — how the total sale price is divided among different categories of assets — has implications that vary depending on the type of asset involved, and you should be working closely with your CPA on that piece of the transaction. On the legal side, the seller’s focus is on the representations and warranties in the purchase agreement: the statements you are making about the business, its condition, its liabilities, and its operations that the buyer is relying on to close the deal.

Representations and warranties that are too broad, inaccurate, or poorly qualified can create post-closing liability that follows you long after the transaction is complete. Indemnification provisions in the purchase agreement define your exposure if a buyer later claims a representation was false or a liability was undisclosed. Escrow holdbacks, survival periods, and liability caps are all negotiating points that directly affect your risk profile after the sale. Sellers who approach this process without legal counsel often focus on the headline number and underestimate the significance of what they are agreeing to in the fine print. A transactional attorney working on your behalf makes sure the deal you sign matches the deal you negotiated.