As a U.S. business attorney with over 12 years drafting and negotiating asset purchase agreements for LLCs and corporations, I’ve closed hundreds of deals ranging from $50,000 service-business sales to $40 million manufacturing acquisitions. Today I’m giving you my battle-tested LLC Asset Purchase Agreement template — completely free — along with a line-by-line explanation so you can customize it confidently for your transaction.
A well-drafted business asset purchase agreement is the #1 tool that protects buyers from hidden liabilities and sellers from post-closing disputes. Whether you’re buying the assets of a single-member LLC or selling your e-commerce brand, this document is your foundation.
Important Disclaimer: This template and article are for educational purposes only and do not constitute legal advice. Laws vary by state, and your deal may have unique tax or regulatory issues. Always consult a licensed attorney in your jurisdiction before signing.
An LLC Asset Purchase Agreement (sometimes called an APA) is a contract where the buyer purchases selected assets (and sometimes assumed liabilities) of a target LLC rather than buying membership interests. According to IRS Topic No. 537, asset sales generally allow buyers to “step up” the tax basis of acquired assets, creating future depreciation and amortization deductions that can save millions (source: IRS.gov).
Key advantages of an asset purchase over membership interest (stock) purchase:
This template is designed for U.S.-based transactions where:
| Industry | Deal Size | Key Assets Transferred |
|---|---|---|
| Digital marketing agency | $1.2M | Client contracts, domain portfolio, SOPs |
| Restaurant group (3 locations) | $4.8M | Equipment, leases, liquor license, name |
| Amazon FBA brand | $890K | Inventory, trademarks, supplier relationships |
| Medical practice (non-real estate) | $2.3M | Patient records, equipment, non-compete |
The template is intentionally written in plain English (no unnecessary “whereas” clauses) while remaining enforceable in all 50 states.
Clearly identifies buyer, seller, and the target LLC. I always include the state of formation and EIN for tax reporting clarity.
Lists “Purchased Assets” and “Excluded Assets” in separate exhibits. Pro tip: Attach Schedule A (Purchased Assets) and Schedule B (Excluded Assets) — this prevents 90% of closing disputes.
Buyer typically assumes only specifically listed contracts. Everything else (taxes, litigation, product liability) stays with seller. This is the #1 reason buyers choose asset deals.
Includes wire instructions, holdbacks, earn-outs, and seller note templates in Exhibit C. I’ve included optional language for 2025 IRS-compliant installment sale reporting under IRC §453.
Seller reps include:
Buyer reps are intentionally light but include authority and no broker conflicts.
Includes employee offer requirements under WARN Act if applicable, non-compete/non-solicit (state-specific duration), and transition services language.
12-24 month survival for general reps; indefinite for tax, ownership, and fraud. Basket and cap language is middle-market balanced (1-2% basket, 10-25% cap common).
Critical Section 8 allocates the purchase price under IRC §1060 using IRS Form 8594 guidance. I’ve included the exact allocation table format accepted by the IRS (source: IRS.gov Form 8594).
The single biggest mistake I see founders make is using a $99 online template without understanding allocation of risk. A strong business asset purchase agreement isn’t about who has the longer document — it’s about who correctly identified the real risks and allocated them fairly.
This free LLC Asset Purchase Agreement template has been refined across hundreds of real transactions and incorporates 2025 IRS rules, current case law on rep survival periods, and middle-market indemnification norms.
Download it, customize it with your attorney, and close with confidence.
Again: This is not legal advice. Consult your own counsel before executing any agreement.
Download Free LLC Asset Purchase Agreement Template (2025)
Need a customized version or have a seven-figure deal with earn-out? Feel free to reach out — happy to help fellow entrepreneurs protect what they’ve built.