{"ok":true,"canonical_url":"https://dealroom.so/glossary/asset-purchase","api_url":"https://dealroom.so/api/public/glossary/asset-purchase","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"asset-purchase","term":"Asset purchase","group":"Doing the deal","definition":"Buying the business's assets and goodwill into your new company, leaving the old entity behind. The most common small-deal structure.","what_it_means":"In an asset purchase, you're buying the things the business owns — equipment, inventory, contracts, goodwill, trade name — rather than the legal entity itself. This is the preferred structure for most small-business acquisitions because you don't inherit the seller's unknown liabilities. The old entity dissolves or lives on without the business. Your lender will likely prefer an asset purchase because it's cleaner from a collateral perspective.","url":"https://dealroom.so/glossary/asset-purchase","official_sources":[{"slug":"sop-50-10","title":"SOP 50 10 — Lender and Development Company Loan Programs","official_url":"https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs","official_label":"View on SBA.gov","authority_tier":2,"publisher":"U.S. Small Business Administration","source_guide_url":"https://dealroom.so/sba-7a/sources/sop-50-10"}],"related":[{"slug":"change-of-ownership","term":"Change of ownership","url":"https://dealroom.so/glossary/change-of-ownership"},{"slug":"stock-purchase","term":"Stock purchase","url":"https://dealroom.so/glossary/stock-purchase"},{"slug":"goodwill","term":"Goodwill","url":"https://dealroom.so/glossary/goodwill"},{"slug":"ucc-lien","term":"UCC lien","url":"https://dealroom.so/glossary/ucc-lien"}],"related_questions":[{"question":"What is the difference between an asset and stock purchase in a buyout?","url":"https://dealroom.so/sba-7a/questions/what-is-the-difference-between-an-asset-and-stock-purchase-in-a-buyout"},{"question":"How does a recent significant personal asset purchase affect my SBA 7(a) loan application?","url":"https://dealroom.so/sba-7a/questions/how-does-a-recent-significant-personal-asset-purchase-affect-my-sba-7-a-loan-application"},{"question":"Can an SBA 7(a) loan be used to purchase a business where goodwill is the primary asset?","url":"https://dealroom.so/sba-7a/questions/can-an-sba-7-a-loan-be-used-to-purchase-a-business-where-goodwill-is-the-primary-asset"},{"question":"When can an SBA 7(a) loan finance the purchase of intellectual property as a primary asset in an acquisition?","url":"https://dealroom.so/for-lenders/questions/when-can-an-sba-7-a-loan-finance-the-purchase-of-intellectual-property-as-a-primary-asset-"},{"question":"Can an SBA 7(a) loan be used to purchase a patent or other intellectual property as a primary asset?","url":"https://dealroom.so/sba-loans/basics/can-an-sba-7-a-loan-be-used-to-purchase-a-patent-or-other-intellectual-property-as-a-prima"},{"question":"Can an SBA 7(a) loan finance the purchase of intellectual property, like a patent portfolio, as a primary asset?","url":"https://dealroom.so/sba-7a/questions/can-an-sba-7-a-loan-finance-the-purchase-of-intellectual-property-like-a-patent-portfolio-"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Asset purchase","url":"https://dealroom.so/glossary/asset-purchase","source_type":"DealRoom Data"}}