Asset purchase agreement (APA)

An asset purchase agreement is the contract that transfers named assets of a business from seller to buyer, setting out exactly what changes hands, what stays behind, and what the seller promises about each item.

What an APA covers at $50k–$150k

At this size an APA is usually ten to twenty-five pages, and most of the work sits in the schedules rather than the body. The schedules list the assets: the repository, the domains, trademarks and brand, the customer records, the mailing list, hosting and DNS, documentation, content, and any third-party accounts that can be assigned. The body handles price, completion mechanics, the seller's warranties, confidentiality, and any non-compete. In an asset structure the liabilities of the old entity stay with the seller unless the agreement says otherwise.

Where it bites

The schedule is the whole deal. Anything not written down does not transfer, and the gaps only show up on completion day. Transactional email running through the seller's personal provider, a Cloudflare zone on an account nobody listed, an analytics property tied to a personal address: each one is a small, irritating discovery that a complete schedule would have caught.

A worked example

A $120,000 micro-SaaS transfer lists 19 items across two schedules. During diligence the buyer walks the list item by item and finds the design files and the support inbox missing, plus a logo drawn by a contractor in 2023 with no assignment of rights on file. Both are added before signing, and the contractor signs an assignment. The buyer completes owning everything the product visibly depends on.

Why it matters when you acquire

The APA is the document that decides what you actually own the morning after the money moves. A thorough schedule turns a handover from a scavenger hunt into an orderly checklist.

This is general information. A deal at this size still warrants a lawyer's eye on the agreement before signature.

Related: asset-sale, ip-assignment, representations-and-warranties