What’s In, What’s Out: The Essential Asset & Exclusion List for Business Sales

What This Is

I’ve sold businesses before. And if there’s one thing I’ve learned the hard way, it’s that assumptions—those quiet little oh, I thought that was included moments—can cost you. They can cost you time, relationships, and in some cases, a good chunk of money. That’s why this document exists.

This guide is for anyone involved in buying or selling a business who wants to avoid misunderstandings around what exactly is being handed over. You might think it’s obvious that the espresso machine stays with the café, or that the seller keeps the old MacBook—until it’s not obvious. That’s where the Asset and Exclusion List comes in.

This isn’t a glamorous document. It’s not the piece that gets a business sold. But it’s often the reason the deal stays sold—without bitter emails six weeks later over who owns the Shopify account or whether the warehouse forklift was included. The list spells it out clearly: Here’s what you’re getting. Here’s what you’re not.

So, what is it exactly?

It’s an addendum—a side document—that sits alongside your Business Sale Agreement. You’ll use it to create two clear, itemized lists: one for assets that the buyer will receive as part of the deal, and one for assets the seller is keeping. The format is simple. But its importance is huge. Because if it’s not written down, it’s up for debate. And if it’s up for debate, you’ve got a future problem.

I designed this guide and template to make the process as straightforward as possible, even if you’ve never filled out a legal document in your life.