[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-bill-of-sale-for-corporations-D325":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] The parties agree as follows:",null,"Bill of Sale for Corporations","1",28,"doc","https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-for-corporations-D325.png","https://templates.business-in-a-box.com/imgs/250px/325.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#325.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Buy & Sell Shares","/templates/buy-sell-shares/","bill sale for corporations","Bill of Sale for Corporations Template","https://templates.business-in-a-box.com/imgs/400px/325.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[38,42,46,50,54,58,62,66,70,74,78,82,86,103,119,135,153,168],{"label":39,"url":40,"thumb":41,"extension":10},"Bill of Sale","/template/bill-of-sale-D1229","https://templates.business-in-a-box.com/imgs/250px/1229.png",{"label":43,"url":44,"thumb":45,"extension":10},"Bill of Sale With Encumbrances","/template/bill-of-sale-with-encumbrances-D1230","https://templates.business-in-a-box.com/imgs/250px/1230.png",{"label":47,"url":48,"thumb":49,"extension":10},"Bill of Sale Immovable Property","/template/bill-of-sale-immovable-property-D1167","https://templates.business-in-a-box.com/imgs/250px/1167.png",{"label":51,"url":52,"thumb":53,"extension":10},"Bill of Sale for a Motor Vehicle","/template/bill-of-sale-for-a-motor-vehicle-D1132","https://templates.business-in-a-box.com/imgs/250px/1132.png",{"label":55,"url":56,"thumb":57,"extension":10},"Bill of Lading","/template/bill-of-lading-D1047","https://templates.business-in-a-box.com/imgs/250px/1047.png",{"label":59,"url":60,"thumb":61,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":63,"url":64,"thumb":65,"extension":10},"Checklist Sale of a Business","/template/checklist-sale-of-a-business-D327","https://templates.business-in-a-box.com/imgs/250px/327.png",{"label":67,"url":68,"thumb":69,"extension":10},"Sale of Shares Agreement","/template/sale-of-shares-agreement-D340","https://templates.business-in-a-box.com/imgs/250px/340.png",{"label":71,"url":72,"thumb":73,"extension":10},"Agreement of Purchase and Sale of Shares","/template/agreement-of-purchase-and-sale-of-shares-D322","https://templates.business-in-a-box.com/imgs/250px/322.png",{"label":75,"url":76,"thumb":77,"extension":10},"Bulk Sale Agreement","/template/bulk-sale-agreement-D1231","https://templates.business-in-a-box.com/imgs/250px/1231.png",{"label":79,"url":80,"thumb":81,"extension":10},"Bulk Sale Notice","/template/bulk-sale-notice-D1232","https://templates.business-in-a-box.com/imgs/250px/1232.png",{"label":83,"url":84,"thumb":85,"extension":10},"Conditional Sale Agreement","/template/conditional-sale-agreement-D1235","https://templates.business-in-a-box.com/imgs/250px/1235.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":101,"url":102},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[96,98],{"label":32,"url":97},"business-legal-agreements",{"label":99,"url":100},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":117,"url":118},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[113,115],{"label":17,"url":114},"finance-accounting",{"label":20,"url":116},"buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":133,"url":134},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[129,130],{"label":32,"url":97},{"label":131,"url":132},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":136,"descriptionCustom":6,"label":137,"pages":8,"size":138,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":151,"url":152},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT FOR PURCHASE OF COMPUTER EQUIPMENT Dear [Contact name], [YOUR COMPANY NAME] intends to purchase certain computer hardware from [SELLER]. The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":143,"description":6},"letter of intent for purchase of computer equipment",[145,148],{"label":146,"url":147},"Production & Operations","production-operations",{"label":149,"url":150},"Equipment Agreement","equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":154,"descriptionCustom":6,"label":155,"pages":156,"size":138,"extension":10,"preview":157,"thumb":158,"svgFrame":159,"seoMetadata":160,"parents":162,"keywords":161,"url":167},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":161,"description":6},"non disclosure agreement nda",[163,164],{"label":32,"url":97},{"label":165,"url":166},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":169,"descriptionCustom":6,"label":170,"pages":122,"size":171,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":176,"keywords":179,"url":180},"EQUIPMENT LEASE AGREEMENT This Equipment Lease Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Lessor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Lessee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH that in consideration of the mutual covenants and agreements to be performed and kept during the terms hereof and of any renewal, the Lessor and the Lessee covenant and agree as follows: LEASE The Lessor hereby leases to the Lessee and the Lessee hereby leases from the Lessor the equipment described in [SPECIFY SCHEDULE] and in all other Schedules which may hereafter be executed by the [COMPANY NAME] for the purpose of adding equipment thereto, which equipment including all original and replacement items, parts, accessories, and additions relating thereto is hereafter called the \"Equipment\". EQUIPMENT DESCRIPTION The Lessee authorizes the Lessor to complete the description of the Equipment in [SPECIFY SCHEDULE] with the insertion of serial numbers and other details specifically identifying the Equipment, such schedule to be signed by both parties hereto and form part of this Lease. WARRANTIES BY LESSEE & LESSOR The Lessee and Lessor each represents and warrants that it has the power to enter into this lease, and that this lease is properly and lawfully authorized and executed by it. LESSOR'S WARRANTIES Lessor and Lessee acknowledge that there are no other warranties, conditions, terms, representations of inducements expressed or implied statutory or otherwise, save as are expressly contained in this lease. Lessor warrants that the equipment shall be delivered to the Lessee in accordance with the specifications contained in [SPECIFY SCHEDULE]. The Lessor makes no representations with respect to the suitability of the equipment to the Lessee's operations. Lessor's warranties shall not extend to any party assigned this Lease by Lessor pursuant to Clause [NUMBER] herein. WARRANTIES BY MANUFACTURERS Any warranties, conditions or guarantees by the manufacturers or suppliers of the Equipment are theirs alone and not the Lessor's but are for the joint and several benefit of and enforcement by the Lessee and the Lessor. Any claims of the Lessee in connection with manufacturer's warranties, conditions or guarantees shall be made directly by the Lessor (but not Lessor's assignee) on behalf of the Lessee against the manufacturer or supplier only. TITLE The Lessor covenants that it has good titles to the Equipment and the Lessee acknowledges the Lessor's ownership of and title to the Equipment and covenants to defend the same against any contrary claim. TERM The term of this lease with respect to each piece of Equipment shall commence on the date of acceptance thereof by the Lessee in accordance with Clause [NUMBER] herein and shall continue for the term specified in [SPECIFY SCHEDULE] hereto. Rental payments with respect to each piece of Equipment shall commence and accrue due to the Lessor on such date of acceptance of such piece of Equipment by the Lessee. POSSESSION, LOCATION The Lessee shall take and, when not in default hereunder, retain exclusive control of the Equipment from the Lessee's location shown on [SPECIFY SCHEDULE]. The Lessee shall not change such location without the Lessor's prior written consent, which will not be unreasonably withheld. PERSONAL PROPERTY, LANDLORD'S DISTRESS The Equipment is and shall remain personal and moveable property. The Lessee shall not affix the Equipment nor permit it to be affixed so that it becomes part of realty and shall notify the Lessee's, Landlords, mortgagees, insurers and all others who may have an interest in or claim against the premises where the Equipment is to be located. Any removal from such premises shall be at the Lessee's risk and expense. IDENTIFICATION PLATES The Lessor may affix plates, tags or markings to the Equipment showing its interest therein, and the Lessee may display its name and such other information as may reasonably promote its business, such Lessee's markings shall be mutually approved by the parties. All Lessee's markings must be removed by the Lessee upon termination of the lease. ORDER, DELIVERY, INSTALLATION Order and delivery and installations of the Equipment shall be entirely at the Lessor's risk and expense and shall be arranged by the Lessor on behalf of the Lessee in a manner and upon terms and conditions according to the Lessee's written instructions and, to the extent of such instructions are not provided for, according to the Lessor's sole discretion but still at the Lessor's risk and expense. The Lessor shall not be responsible for any costs, losses or damages suffered by the Lessee arising out of or in connection with delays in or refusal to accept delivery of equipment. INSPECTION The Lessee shall inspect the equipment prior to delivery and accept or reject it. Notice of rejections shall be received in writing within [NUMBER] hours by the Lessor and in the absence thereof, the Lessee shall be deemed conclusively to have accepted the Equipment. Rejection shall only occur if the equipment is not in accordance with the specifications contained in [SPECIFY SCHEDULE] or as the result of faulty materials or workmanship. RE-DELIVERY, REMOVAL AT TERMINATION Upon termination of this lease for any reason, the Lessee shall deliver the Equipment entirely at its own expense to an address as designated by the Lessor in the same condition as received, reasonable wear and tear from proper use only accepted, within [NUMBER] days of the date of termination. Brakes and tires will show no more than [PERCENTAGE %] wear for each year of the Lease has elapsed and the trailers must have all signage and customer specified paint removed and returned to a white color. All damages from accident and abuse must be repaired prior to the termination of the Lease in a manner approved by the Lessor. RENT: OTHER PAYMENTS: NO SET-OFF The Lessee shall pay to the Lessor rental in the amount and at the times shown in Schedule \"A\" hereto. The Lessee shall pay to the Lessor on demand all other amounts becoming payable hereunder. The Lessee shall make such payments to the Lessor at the address of the Lessor shown above or as otherwise designated by the Lessor, without any set-off or reduction whatsoever for claims the Lessee may assert against the Lessor. Any payment not paid by the due date shall bear interest thereafter at [PERCENTAGE %] per month. UNCONDITIONAL PAYMENT Lessee's obligation to pay rent and other amounts hereunder shall be absolute and unconditional under all circumstances and without limiting the generality of the foregoing, shall not be affected by the following: Failure of the Equipment to perform in the manner expected by the Lessee. Damage to or destruction of the Equipment so that it is either completely beyond repair or partially so and whether or not it is economically justifiable to repair. Theft of the Equipment or part thereof irrespective of whether the Equipment was insured by the Lessee or the Equipment is uninsured. Seizure of the Equipment by a third party (including landlord or mortgages of the premises on which the Equipment is located). USE: MAINTENANCE: REPAIR The Lessee shall comply with all applicable laws, rules and regulations of government or other authority, with all manufacturer's and Lessor's published operation and maintenance instructions and specifications, and with all terms of any insurance policy in connection with the Equipment. The Lessor may inspect the state of repair of the Equipment at any reasonable time. ALTERATIONS ETC. TO EQUIPMENT","Equipment Lease Agreement",71,"https://templates.business-in-a-box.com/imgs/1000px/equipment-lease-agreement-D1140.png","https://templates.business-in-a-box.com/imgs/250px/1140.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1140.xml",{"title":6,"description":6},[177,178],{"label":146,"url":147},{"label":149,"url":150},"equipment lease agreement","/template/equipment-lease-agreement-D1140",false,{"seo":183,"reviewer":196,"legal_disclaimer":200,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":259,"clauses":292,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":448,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":507,"classification":508},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187},"Bill of Sale for Corporations Template | Free Word Download","Free corporate bill of sale template for transferring assets between businesses. Covers consideration, representations, warranties, and title transfer.","bill of sale for corporations",[188,189,190,191,192,193,194,195],"corporate bill of sale template","bill of sale template word","business asset bill of sale","corporate asset transfer agreement","bill of sale for business assets","company bill of sale template free","corporate property sale agreement","asset purchase bill of sale",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":202,"legal_review_recommended":200,"signature_required":200,"notarization_required":181},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"A Bill of Sale for Corporations is a legally binding document that records the transfer of ownership of assets — equipment, inventory, vehicles, intellectual property, or other personal property — from one corporate entity to another. This free Word download gives you a structured, attorney-quality starting point you can edit online and export as PDF, covering consideration, representations, warranties, and title transfer in a single document.\n","Use it any time a corporation sells or transfers a specific asset to another business entity and needs a formal written record of the transaction — including asset sales, business wind-downs, intercompany transfers, and equipment disposals.\n","Seller and buyer corporate identification, asset description and condition, purchase price and payment terms, representations and warranties by both parties, as-is disclaimers where applicable, title and lien clearance language, effective date, and authorized-signatory execution blocks.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Corporate officers selling company assets","Documenting the formal transfer of equipment or IP to another business entity","persona-ceo",{"title":213,"use_case":214,"icon_asset_id":215},"Business acquisition teams","Recording individual asset transfers as part of a broader asset purchase transaction","persona-operations-director",{"title":217,"use_case":218,"icon_asset_id":219},"Startup founders dissolving a company","Transferring remaining corporate assets to acquiring parties during wind-down","persona-startup-founder",{"title":221,"use_case":222,"icon_asset_id":223},"CFOs and controllers","Maintaining clean audit trails for fixed-asset disposals and intercompany sales","persona-cfo",{"title":225,"use_case":226,"icon_asset_id":227},"Business attorneys and paralegals","Drafting ancillary transfer documents to support M&A or restructuring transactions","persona-business-attorney",{"title":229,"use_case":230,"icon_asset_id":231},"Small business owners","Selling surplus corporate equipment or vehicles to another company with legal protection","persona-small-business-owner",[233,236,240,243,247,251,255],{"situation":234,"recommended_template":7,"slug":235},"Transferring a specific piece of equipment between corporations","bill-of-sale-for-corporations-D325",{"situation":237,"recommended_template":238,"slug":239},"Selling a vehicle owned by a corporation to another business","Vehicle Bill of Sale","bill-of-sale-for-a-motor-vehicle-D1132",{"situation":241,"recommended_template":88,"slug":242},"Selling all or substantially all assets of a corporation","asset-purchase-agreement-D928",{"situation":244,"recommended_template":245,"slug":246},"Transferring shares rather than individual assets","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":248,"recommended_template":249,"slug":250},"Selling inventory in bulk from one company to another","Bill of Sale (General)","bill-of-sale-D1229",{"situation":252,"recommended_template":253,"slug":254},"Transferring intellectual property rights between corporations","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":256,"recommended_template":257,"slug":258},"Recording an intercompany asset transfer between related entities","Intercompany Agreement","inter-company-services-agreement-D886",[260,262,265,268,271,274,277,280,283,286,289],{"term":39,"definition":261},"A written document that transfers ownership of personal property from a seller to a buyer in exchange for stated consideration.",{"term":263,"definition":264},"Consideration","The price or other value exchanged between the parties — typically a dollar amount, but may include non-cash items or a nominal sum of $1 in intercompany transfers.",{"term":266,"definition":267},"Title","Legal ownership of an asset, which passes from the seller to the buyer upon execution of a valid bill of sale.",{"term":269,"definition":270},"Lien","A legal claim by a third party — such as a lender — against an asset, which must be disclosed and typically cleared before title can transfer cleanly.",{"term":272,"definition":273},"Representations and Warranties","Statements of fact made by each party about itself and the asset being transferred, which survive closing and can be the basis for indemnity claims if false.",{"term":275,"definition":276},"As-Is Sale","A transaction in which the buyer accepts the asset in its current condition, with no warranty from the seller about quality, fitness, or freedom from defects.",{"term":278,"definition":279},"Authorized Signatory","An individual — typically an officer or director — who has been granted corporate authority to execute binding agreements on behalf of the entity.",{"term":281,"definition":282},"Personal Property","Any asset that is not real estate — including equipment, vehicles, inventory, furniture, and intellectual property — the typical subject matter of a bill of sale.",{"term":284,"definition":285},"Corporate Resolution","A formal board or officer resolution authorizing a specific transaction, sometimes required by the buyer as evidence that the seller had internal approval to sell.",{"term":287,"definition":288},"Indemnification","A contractual obligation by one party to compensate the other for losses arising from a breach of representations, undisclosed liens, or third-party claims related to the asset.",{"term":290,"definition":291},"Closing Date","The effective date on which ownership of the asset legally passes from the seller to the buyer and payment is exchanged.",[293,298,303,308,313,318,323,327,332],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties and corporate authority","Identifies the selling and buying corporations by their full legal names, states of incorporation, and principal addresses, and confirms that each party is duly authorized to enter into the transaction.","This Bill of Sale is entered into as of [DATE] by and between [SELLER CORPORATION NAME], a [STATE] corporation ('Seller'), and [BUYER CORPORATION NAME], a [STATE] corporation ('Buyer'). Each party represents that it is duly organized, validly existing, and in good standing, and that the execution of this Bill of Sale has been duly authorized by all necessary corporate action.","Using a trade name or DBA instead of the registered legal corporate name. If the seller entity name does not match the asset's registered title or lien records, title transfer can be challenged.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Description of assets transferred","Lists each asset being transferred with enough specificity — serial numbers, VINs, model numbers, or inventory descriptions — to identify it without ambiguity.","Seller hereby sells, assigns, and transfers to Buyer all right, title, and interest in and to the following asset(s): [ASSET DESCRIPTION], Serial No. [SERIAL NUMBER], currently located at [ADDRESS] (the 'Asset').","Using generic descriptions like 'all equipment' or 'various machinery.' Vague descriptions create disputes over what was actually transferred and are insufficient for registration or insurance purposes.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Purchase price and payment terms","States the total consideration paid for the assets, the form of payment, and the date on which payment is due or has been received.","In consideration of [AMOUNT IN WORDS] Dollars ($[AMOUNT]) ('Purchase Price'), the receipt and sufficiency of which is hereby acknowledged, Seller agrees to transfer the Asset to Buyer. Payment shall be made by [WIRE TRANSFER / CHECK / OTHER] on or before [DATE].","Acknowledging receipt of payment before it has actually been received. This can complicate enforcement if the buyer later defaults, since the document itself states the money was paid.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Title, ownership, and lien-free representation","The seller warrants that it holds clear title to the asset, has the right to sell it, and that the asset is free of any mortgages, liens, security interests, or encumbrances not disclosed in writing.","Seller represents and warrants that Seller has good and marketable title to the Asset, free and clear of all liens, claims, encumbrances, and security interests, except as disclosed in Schedule A attached hereto, and that Seller has full right and authority to sell and transfer the Asset.","Omitting this clause entirely on intercompany transfers because the parties are related. Related-party transactions are scrutinized in audits and due diligence — lien-free representations are still required.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Condition of asset and as-is disclaimer","States whether the asset is sold with a warranty of condition or on a strict as-is basis, and limits the seller's liability for post-sale defects if sold as-is.","THE ASSET IS SOLD 'AS IS, WHERE IS' IN ITS PRESENT CONDITION. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSET.","Burying the as-is disclaimer in body text rather than presenting it in conspicuous uppercase. Courts in several US states require the disclaimer to be conspicuous to be enforceable against a commercial buyer.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Representations and warranties by seller","The seller affirms specific facts about the asset — that it is not subject to pending litigation, that all taxes related to the asset have been paid, and that no third party has an undisclosed claim to it.","Seller represents and warrants that: (a) there is no pending or threatened litigation relating to the Asset; (b) all taxes and fees associated with the Asset have been paid through the Closing Date; and (c) the transfer does not violate any agreement to which Seller is a party.","Copying representations from a stock template without verifying each one. A false representation — even an inadvertent one — is grounds for rescission or indemnity claims after closing.",{"name":287,"plain_english":324,"sample_language":325,"common_mistake":326},"Each party agrees to compensate the other for losses caused by their own breach of representations or warranties, or by third-party claims arising from their conduct before or after closing.","Seller shall indemnify, defend, and hold harmless Buyer from and against any claims, damages, liabilities, and expenses arising out of (a) any breach of Seller's representations or warranties herein, or (b) any lien or encumbrance not disclosed prior to Closing.","No indemnification cap. Without a liability cap, an indemnification clause can expose the seller to losses far exceeding the sale price. Include a cap at 100% of the purchase price for arms-length transactions.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes will be resolved — litigation, arbitration, or mediation — and in which forum.","This Bill of Sale shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict-of-laws principles. Any dispute arising hereunder shall be resolved by binding arbitration in [CITY, STATE] under the rules of the [AAA / JAMS].","Selecting a governing law with no connection to either party or the asset's location. Some states — particularly Delaware for corporate matters — are preferred, but the choice should be deliberate and documented.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Authorized execution blocks","Signature blocks for each party's authorized officer, including name, title, date, and corporate name — confirming that each signatory has authority to bind their respective corporation.","[SELLER CORPORATION NAME] \nBy: _________________________ \nName: [AUTHORIZED OFFICER NAME] \nTitle: [TITLE] \nDate: [DATE] \n\n[BUYER CORPORATION NAME] \nBy: _________________________ \nName: [AUTHORIZED OFFICER NAME] \nTitle: [TITLE] \nDate: [DATE]","Having an employee without signing authority execute the document. A bill of sale signed by someone who lacks corporate authorization to bind the entity may be challenged as unenforceable.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify both corporations by full legal name","Enter the seller's and buyer's complete registered corporate names exactly as they appear in their respective state or provincial corporate registry filings. Include the state or jurisdiction of incorporation and principal address for each.","Pull the exact legal name from a current certificate of good standing, not from a business card, website, or letterhead — trade names frequently differ from registered names.",{"step":344,"title":345,"description":346,"tip":347},2,"Describe each asset with serial-level specificity","For each asset being transferred, provide the full name, make and model, serial number or VIN, year of manufacture, and current physical location. If transferring multiple assets, use a numbered Schedule A attached to the agreement.","Photograph each asset on the closing date and attach the images to the executed file — this record eliminates condition disputes months later.",{"step":349,"title":350,"description":351,"tip":352},3,"State the purchase price and payment method","Enter the total consideration in both numerals and written words. Specify whether payment is by wire transfer, certified check, or ACH, and confirm the date by which payment must be received.","For intercompany transfers at nominal consideration (e.g., $1), document the business reason in a board resolution or memo to support the transfer at the stated price for tax and accounting purposes.",{"step":354,"title":355,"description":356,"tip":357},4,"Confirm title and search for existing liens","Before executing, run a UCC lien search against the seller in the relevant secretary of state's office and confirm that no financing statements are filed against the asset. If liens exist, arrange for payoff and lien termination filings prior to or simultaneously with closing.","A UCC-3 termination statement filed by the secured party — not just a payoff letter — is required to clear a lien from public records.",{"step":359,"title":360,"description":361,"tip":362},5,"Select the appropriate condition and warranty language","Decide whether the asset is sold as-is with no warranty or with a limited warranty of condition. If as-is, present the disclaimer in uppercase to meet conspicuousness requirements in most US states. If warranting condition, specify exactly what is warranted and for how long.","For high-value assets sold as-is, obtain a signed buyer acknowledgment that they inspected the asset prior to purchase — this reduces post-sale claims significantly.",{"step":364,"title":365,"description":366,"tip":367},6,"Tailor representations and add an indemnification cap","Review each representation and warranty against what you actually know about the asset. Delete or qualify any statement you cannot confirm. Add an explicit indemnification liability cap — typically 100% of the purchase price — to limit post-closing exposure.","Survival periods for representations should match the relevant statute of limitations in the governing jurisdiction, typically 2–4 years.",{"step":369,"title":370,"description":371,"tip":372},7,"Obtain a corporate resolution authorizing the sale","Before or at closing, pass a board or officer resolution authorizing the specific sale — identifying the asset, buyer, and purchase price. Attach it as an exhibit or keep it in the corporate minute book.","Many buyers' counsel will require a copy of the resolution as a closing condition. Having it ready avoids last-minute delays.",{"step":374,"title":375,"description":376,"tip":377},8,"Execute with authorized signatories and deliver originals","Have an officer with signing authority — President, CEO, or someone specifically authorized by resolution — execute on behalf of each party. Date the document on the actual signing date. Deliver a fully executed original or PDF to both parties and retain copies in each corporate records file.","Use a timestamped e-signature platform to create a tamper-evident audit trail, particularly for transactions over $50,000.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Using a personal bill of sale form for a corporate transaction","Personal bill of sale templates lack corporate authority recitals, authorized-signatory execution blocks, and lien representation language. A document that treats a corporation as an individual can create gaps in the chain of title and fail due diligence review.","Use a template specifically designed for corporate-to-corporate transactions that includes entity-type identification, authority representations, and officer execution blocks.",{"mistake":384,"why_it_matters":385,"fix":386},"Failing to clear UCC liens before closing","A buyer who takes an asset subject to an undisclosed UCC financing statement can have the asset repossessed by the secured creditor, even after paying the seller in full.","Run a UCC search against the seller in every state where it operates at least five business days before closing, and require lien termination filings — not just payoff letters — as a condition of closing.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting an indemnification cap","Without a cap, a seller's indemnification obligation for breached representations is theoretically unlimited — potentially exceeding the purchase price by multiples, especially in equipment or IP transfers where third-party claims emerge after closing.","Include a mutual indemnification cap equal to 100% of the purchase price for ordinary breach claims, with carve-outs only for fraud and intentional misrepresentation.",{"mistake":392,"why_it_matters":393,"fix":394},"Executing before confirming corporate authorization","A bill of sale signed by an employee without proper corporate authority may be voidable, leaving the buyer without clear title and the seller exposed to internal liability for unauthorized disposition of corporate assets.","Pass a board or officer resolution authorizing the specific transaction before execution, and ensure the signing officer's title and authority are explicitly referenced in the execution block.",{"mistake":396,"why_it_matters":397,"fix":398},"Vague or generic asset descriptions","Descriptions like 'all office equipment' or 'manufacturing machinery' are insufficient to establish clear title, satisfy insurance or registration requirements, or resolve post-closing disputes about what was included in the transfer.","Describe each asset individually with make, model, serial number, year, and physical location. Use a numbered Schedule A for multiple assets and have both parties initial each page.",{"mistake":400,"why_it_matters":401,"fix":402},"Acknowledging payment receipt before funds clear","Standard template language states 'receipt of which is hereby acknowledged' — if signed before funds actually clear, this language can undermine the seller's ability to enforce payment obligations or rescind if the buyer defaults.","Either execute after funds are confirmed received, or replace the receipt acknowledgment with 'in consideration of [AMOUNT], to be paid on or before [DATE]' until payment clears.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is a bill of sale for corporations?","A bill of sale for corporations is a legally binding document that records the transfer of ownership of personal property — equipment, vehicles, inventory, or intellectual property — from one corporate entity to another. Unlike a general bill of sale used by individuals, a corporate bill of sale includes entity identification, corporate authority recitals, and officer execution blocks that are required to create a valid, auditable chain of title between business entities.\n",{"question":408,"answer":409},"When does a corporation need a bill of sale?","A corporation needs a bill of sale any time it sells or transfers a specific asset to another business entity and needs a formal written record — including equipment disposals, asset sales in connection with an M&A transaction, intercompany transfers between related entities, business wind-downs, or the sale of surplus corporate property such as vehicles or machinery. Without one, there is no documentary evidence of the transfer for accounting, tax, or legal purposes.\n",{"question":411,"answer":412},"Is a bill of sale legally binding between two corporations?","Yes. A bill of sale executed by authorized officers of both corporations, with stated consideration and a clear description of the assets transferred, is generally enforceable as a binding contract in most jurisdictions. Enforceability depends on proper corporate authorization, clear asset identification, and compliance with any applicable registration or filing requirements for specific asset types such as vehicles or UCC-governed collateral.\n",{"question":414,"answer":415},"What is the difference between a bill of sale and an asset purchase agreement?","A bill of sale is a relatively brief document that records the transfer of one or a small number of specific assets — it is the instrument of conveyance. An asset purchase agreement is a comprehensive transaction document covering the acquisition of all or substantially all of a business's assets, including due diligence representations, closing conditions, purchase price adjustments, employee matters, and post-closing obligations. For multi-asset or whole-business transactions, the asset purchase agreement governs the deal and the bill of sale serves as the closing delivery confirming title passed.\n",{"question":417,"answer":418},"Does a corporate bill of sale need to be notarized?","Notarization is not required for most personal property transfers between corporations in the US, Canada, the UK, or the EU. However, certain asset types — real property, aircraft, and some vehicle transfers depending on the jurisdiction — may require notarization or witnessed execution for registration purposes. If the transaction is part of a larger asset purchase, the governing agreement will specify execution requirements. When in doubt, notarizing costs little and strengthens the document's evidentiary value.\n",{"question":420,"answer":421},"Who should sign a corporate bill of sale?","Each party should be signed by an officer or director who has been authorized to bind the corporation — typically the President, CEO, CFO, or Secretary, or another officer specifically authorized by a board resolution. The signatory's name, title, and the corporate name should appear clearly in the execution block. For transactions over $100,000, confirm authorization in writing via a corporate resolution before closing.\n",{"question":423,"answer":424},"What taxes apply to a corporate asset sale?","Tax treatment varies by jurisdiction and asset type. In the US, gains on corporate asset sales are generally subject to federal corporate income tax; sales tax or use tax may apply depending on the state and asset category. In Canada, GST/HST typically applies to commercial asset sales, though going-concern exemptions may be available. In the UK, VAT applies to most business asset sales unless a Transfer of Going Concern (TOGC) applies. Consult a tax advisor before closing to determine the correct treatment and whether any elections or exemptions are available.\n",{"question":426,"answer":427},"Can a corporate bill of sale be used for intellectual property?","A corporate bill of sale can record the transfer of ownership of intellectual property — trademarks, copyrights, software, and trade secrets — but a dedicated IP assignment agreement is generally preferred for IP-specific transfers. An IP assignment includes chain-of-title recitals, moral rights waivers where applicable, and the specific registration-assignment language required by the USPTO, CIPO, or other national IP offices. Use a bill of sale for IP only for simple, low-value transfers; use a formal assignment for patents, registered trademarks, or software with significant commercial value.\n",{"question":429,"answer":430},"Do I need a lawyer to prepare a corporate bill of sale?","For straightforward single-asset transfers between domestic corporations at fair market value, a well-drafted template is typically sufficient. Engage a lawyer when the asset value exceeds $100,000, when the transfer is part of an M&A transaction, when the asset is subject to third-party consents or regulatory approvals, when cross-border parties are involved, or when lien clearance is complex. A 1–2 hour lawyer review typically costs $300–$800 and is worth it for high-value or high-complexity transfers.\n",[432,436,440,444],{"industry":433,"icon_asset_id":434,"specifics":435},"Manufacturing","industry-manufacturing","Used to transfer production equipment, tooling, and machinery between related entities or on disposal, with serial-number-level schedules and UCC lien clearance as standard closing conditions.",{"industry":437,"icon_asset_id":438,"specifics":439},"Technology / SaaS","industry-saas","Covers transfers of hardware assets, software licenses (where assignable), and proprietary tools between corporate entities during restructurings or acquisitions — often paired with a separate IP assignment.",{"industry":441,"icon_asset_id":442,"specifics":443},"Transportation and Logistics","industry-transportation","Fleet vehicle transfers between corporate entities require a bill of sale that satisfies state DMV title-transfer requirements, including odometer disclosure and lien-release language specific to titled assets.",{"industry":445,"icon_asset_id":446,"specifics":447},"Retail / E-commerce","industry-retail","Used to document bulk inventory transfers, fixture and furniture sales, and point-of-sale system disposals when closing locations or divesting business units — often at bulk discount prices with as-is condition disclaimers.",[449,452,455,459],{"vs":88,"vs_template_id":450,"summary":451},"asset-purchase-agreement-D13610","An asset purchase agreement is the governing document for the acquisition of all or substantially all of a company's assets — covering representations, due diligence, purchase price adjustments, closing conditions, and post-closing obligations across an entire business. A corporate bill of sale is the brief closing instrument confirming that title to a specific asset or defined list of assets has transferred. For whole-business asset deals, you need both: the APA governs, and the bill of sale delivers title at closing.",{"vs":245,"vs_template_id":453,"summary":454},"share-purchase-agreement-D358","A share purchase agreement transfers ownership of a corporation itself — the buyer acquires the entity and indirectly all its assets and liabilities. A bill of sale transfers specific named assets only, leaving all other corporate assets and liabilities with the seller. Asset sales via bill of sale offer buyers better liability isolation; share sales transfer the company's full legal history.",{"vs":456,"vs_template_id":457,"summary":458},"General Bill of Sale","D{GENERAL_BILL_OF_SALE_ID}","A general bill of sale is designed for individual-to-individual or individual-to-business transfers and lacks the corporate authority recitals, entity-identification language, and officer execution blocks required when both parties are corporations. Using a personal bill of sale for a corporate transaction creates gaps in the chain of title and will not satisfy corporate governance or audit requirements.",{"vs":253,"vs_template_id":460,"summary":461},"intellectual-property-assignment-agreement-D13515","An IP assignment agreement is purpose-built for transferring intellectual property rights — including patents, trademarks, copyrights, and trade secrets — with chain-of-title recitals, moral rights waivers, and registration-assignment language required by IP offices. A corporate bill of sale can reference IP transfers but is insufficient for registered IP assets where a formal recorded assignment is required by the USPTO, CIPO, or equivalent authority.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Single-asset transfers between domestic corporations at fair market value with no existing liens or third-party consents required","Free","30–60 minutes",{"best_for":468,"cost":469,"time":470},"Transfers over $50,000, assets with UCC filings to clear, or transactions involving related parties requiring arm's-length documentation","$300–$800","1–3 days",{"best_for":472,"cost":473,"time":474},"Multi-asset transfers, cross-border transactions, regulated asset types (aircraft, medical devices), or transfers as part of a broader M&A transaction","$1,500–$5,000+","1–2 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","UCC Article 2 governs the sale of goods between businesses in all US states; a bill of sale is the primary instrument of conveyance for personal property. For assets subject to a UCC-1 financing statement, the secured party must file a UCC-3 termination before or at closing to clear the lien. Certain asset types — motor vehicles, aircraft, and watercraft — require state-specific title-transfer forms in addition to a bill of sale. Sales tax obligations vary by state and asset category.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Provincial Personal Property Security Acts (PPSAs) govern security interests in personal property — similar to the UCC — and lien searches should be conducted in every province where the seller carries on business. GST/HST typically applies to commercial asset sales, though a joint election under the Excise Tax Act (Form GST44) may allow a going-concern exemption. Quebec civil law governs contracts differently from the common-law provinces; contracts should specify whether the Civil Code of Quebec applies.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","Bills of sale between businesses in the UK are governed by the Sale of Goods Act 1979 and the Companies Act 2006. Corporate asset disposals above certain thresholds may require shareholder approval under the Companies Act. VAT at 20% generally applies to commercial asset sales, though a Transfer of a Going Concern (TOGC) may disapply VAT where assets form part of a business capable of continuing as a going concern. Post-Brexit, UK and EU VAT rules have diverged for cross-border transactions.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","EU member states each apply their own national contract law to asset sales, with significant variation in formality requirements, VAT treatment, and transfer taxes. GDPR implications arise when transferred assets include personal data — a Data Processing Agreement or controller transfer assessment may be required in parallel. Cross-border intra-EU asset transfers should address VAT classification carefully, as reverse-charge mechanisms and import VAT rules differ across member states.",[242,246,497,498,499,500,501,502,503,504,505,506],"intellectual-property-assignment-D5229","letter-of-intent-for-purchase-of-computer-equipment-D1148","non-disclosure-agreement-nda-D12692","equipment-lease-agreement-D1140","purchase-order-D1411","certificate-of-corporate-resolution-D3","promissory-note-D434","indemnification-agreement-D13016","checklist-customer-due-diligence-D13916","company-is-closing-letter-to-clients-D12725",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":97,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"transfers-terminations-and-releases","agreement","general","all-stages",[514,515,516,517,518],"legal","ownership","bill-of-sale","asset-transfer","corporate",0.95,"\u003Ch2>What is a Bill of Sale for Corporations?\u003C/h2>\n\u003Cp>A \u003Cstrong>Bill of Sale for Corporations\u003C/strong> is a legally binding document that transfers ownership of personal property — equipment, vehicles, inventory, software, or other business assets — from one corporate entity to another in exchange for stated consideration. Unlike a personal bill of sale, a corporate bill of sale includes entity-specific language: full registered corporate names, states of incorporation, representations of corporate authority, and officer execution blocks that confirm each signatory has the power to bind their organization. It functions as the formal instrument of conveyance, creating the documentary chain of title that auditors, lenders, insurers, and subsequent buyers rely on to confirm that ownership transferred cleanly and without undisclosed encumbrances.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed corporate bill of sale, a completed asset transfer has no documentary backbone. Tax authorities cannot confirm the transaction occurred at arm's length; lenders financing the buyer cannot confirm the asset is unencumbered; and if the seller later faces insolvency, a creditor may challenge the transfer as unrecorded. The risk is not hypothetical — undocumented intercompany transfers are among the most common findings in M&A due diligence and regularly delay or kill transactions when a buyer cannot establish a clean chain of title. For equipment disposals, a missing or defective bill of sale can leave the seller still legally responsible for an asset it no longer possesses. This template gives you the corporate-grade structure — lien representations, authorized-signatory blocks, and indemnification language — that a personal form template omits, in a format you can complete in under an hour and execute with confidence.\u003C/p>\n",1779480689044]