In situations where the owner of a business or company desires to sell their interest to a third party, it is vitally important that the nature of the seller's ownership is examined, and a determination made as to the proper method of transfer. Typically, a sale can be categorized in one of two ways: If the business is a corporation, LLC or partnership, and all assets of the business are held by that entity, the owner can merely transfer their interest in the entity to a buyer, and ownership of all the assets would necessarily follow. The problem? So would all the debts and other obligations of the entity. The alternative would be for the seller to just sell the assets of the business (the inventory, cash, furniture, equipment and receivables, for example). In this way, the seller retains ownership of the entity, but the physical assets are transferred to the buyer. Hence, the buyer would not take personal responsibility for the debts or other obligations of the entity (however, the inventory, furniture, etc. may have been pledged as collateral for a loan of the seller; care must be taken here). Once the parties agree on the proper method of sale, the questionnaire below will facilitate the preparation of accurate documents.