How do I negotiate which assets and inventory come with a business?

It is easy to assume that “the business” means everything on the premises. The seller may see it differently, and a verbal understanding fades quickly. The simplest protection is a list that both sides review and sign. Negotiating it is less about winning points than about making sure nothing important is left to assumption.

Equipment and vehicles

Walk the premises with the seller and list what you expect to receive, item by item where it matters. Note anything leased, financed or owned by someone else, since a lender or lessor may have rights over it. Ask your lawyer how such items are handled. A photograph and serial number next to each important item avoids disputes later.

Personal items, records and intellectual property

Owners sometimes keep personal belongings in the business, and those need to be separated clearly. Also consider records, customer information, brand names, websites and domain names, phone numbers and social media accounts. Say in writing which of these you receive and in what form, and ask your lawyer how to transfer each one.

Inventory: a target level and a count

If inventory is part of the sale, agree how much is expected on the closing date, how it will be counted, who attends the count and how disagreements are settled. How inventory is valued is a separate question, covered in valuing inventory in a business sale.

Contracts and the final list

Here the buyer picks assets one by one, as in an asset purchase. If you are buying shares instead, the company keeps everything it owns, so ask your lawyer how to carve out items before closing. Contracts follow their own rules, discussed in leaving certain contracts behind. Attach the final list to the agreement so there is one document to refer to.