In an asset sale, you are selling the different assets that the business owns.
Assets may be:
tangible, such as land, buildings, equipment, cash, investments, and inventory,
intangible, such as the goodwill your business has built up during the years of its operation, customer lists, patents, copyrights, and trademarks.
If your business is not incorporated (i.e. a sole proprietorship or partnership), an asset sale is the only selling option since there are no share certificates of ownership to transfer in a sale.
Since there is no distinction between personal and business assets in a sole proprietorship, problems may arise when it comes to transferring tangible assets.
An asset sale can be used to sell any type of business; a share sale can only be used to sell an incorporated business.
In an asset sale, you can choose what you’re selling to a degree. For instance, you may want to keep the name of the business, or another particular asset. In a share sale, the entire business passes to the new owners, including things such as the business name.
In a share sale, the liabilities are sold along with the rest of the business; in an asset sale, only assets are sold, meaning that the original owner may still be responsible for the business’s liabilities.
Transfer or disposal of Business assets under GST with analysis of schedule I and II:
(a) Permanent transfer or disposal of goods;
Schedule-I; ACTIVITIES TO BE TREATED AS SUPPLY EVEN IF MADE WITHOUT CONSIDERATION;
Permanent transfer or disposal of business assets where input tax credit has been availed on such assets.
Schedule-II; ACTIVITIES TO BE TREATED AS SUPPLY OF GOODS OR SUPPLY OF SERVICES;
where goods forming part of the assets of a business are transferred or disposed of by or under the directions of the person carrying on the business so as no longer to form part of those assets, whether or not for a consideration, such transfer or disposal is a Supply of goods by the person;
Combined reading of Schedule I with Schedule II;
(i) Permanent transfer or disposal of business assets where input tax credit has been availed on such assets shall be deemed supply.
(ii) Where goods forming part of the assets of a business are transferred or disposed, whether or not for a consideration, such transfer or disposal is a supply of goods by the person.
(iii) The transfer or disposal can be made to any person including to himself. It may or may not involve a consideration.
Further transactions depend on the conditions mentioned in the agreement, you may draft the conditions accordingly for tax cost effective