Personal Property Bill of Sale (CRE)

Transfers tangible personal property in a CRE transaction with price allocation, risk allocation, and closing mechanics aligned to the purchase agreement.

Quick Start

Gather before drafting:

| Input | Detail | |---|---| | Parties | Legal names, entity type, formation state, addresses, signatory title | | Asset schedule | Included items with identifiers (serial/VIN/model); excluded items list | | Price | Total consideration, allocated personal property amount, payment method/timing | | Taxes | Sales/use tax allocation and reporting responsibility | | Risk & delivery | Risk-of-loss transfer point, removal location/deadline, transport costs | | Reps/warranties | Title, authority, liens, condition model (AS IS or limited warranty) | | PSA alignment | Defined terms, closing conditions, survival, remedies from purchase agreement | | Jurisdiction | Governing law state, notarization requirement |

Drafting Workflow

1. Mirror PSA terms. Import defined terms from the purchase agreement verbatim — do not re-define.
2. Insert parties. Full legal names, entity types, formation states, authority language.
3. Set effective date. Align transfer trigger to closing date/time in PSA.
4. Attach asset schedule (Exhibit A). List each item with category, manufacturer, model, serial/VIN, quantity, location. Add explicit exclusions in Exhibit B.
5. State consideration & allocation. Purchase price, payment method, credits/deposits. Note IRS Form 8594 obligation if applicable.
6. Assign tax responsibility. Specify which party handles sales/use/transfer taxes and filings.
7. Choose condition model. Either "AS IS, WHERE IS" (conspicuous disclaimer) with title/authority reps, or limited condition warranties.
8. Allocate risk of loss & delivery. Transfer point, removal deadline, transport costs on Buyer.
9. Add conditions precedent. Tie effectiveness to real property closing if applicable.
10. Add indemnity/survival only if negotiated in PSA. Otherwise omit for clean close.
11. Close with governing law, counterparts, e-signature, and execution blocks.

Template

Adapt for jurisdiction and deal terms:

BILL OF SALE (PERSONAL PROPERTY)

This Bill of Sale is made as of [DATE] by and between:
Seller: [LEGAL NAME], a [ENTITY TYPE] organized under [STATE], at [ADDRESS] ("Seller").
Buyer: [LEGAL NAME], a [ENTITY TYPE] organized under [STATE], at [ADDRESS] ("Buyer").

1. Transfer. Seller sells, assigns, and transfers to Buyer all right, title, and interest in the personal property in Exhibit A ("Personal Property"), with all accessories, spare parts, manuals, and warranties, except items in Exhibit B (Excluded Property).

2. Consideration. $[AMOUNT] ([WORDS]), payable by [METHOD] at [TIME]. Deposit/credit of $[AMOUNT] applied to purchase price.

3. Allocation. $[AMOUNT] allocated to Personal Property. Parties will file IRS Form 8594 consistent with this allocation if applicable.

4. Taxes. [Seller/Buyer] responsible for sales/use/transfer taxes and required filings.

5. Title; Authority. Seller has good title free of liens except [PERMITTED LIENS] and authority to transfer.

6. Condition. [AS IS, WHERE IS — conspicuous format / OR limited condition warranties].

7. Risk of Loss; Delivery. Risk passes to Buyer [AT CLOSING/UPON PAYMENT]. Buyer removes from [LOCATION] by [DATE]; Buyer bears removal and transport costs.

8. Conditions Precedent. Effective only upon closing under [PSA NAME/DATE].

9. Governing Law. Governed by [STATE] law.

10. Counterparts; E-Signatures. May be executed in counterparts and by electronic signature.

SELLER: [ENTITY NAME]
By: __________________________ Name: [PRINT] Title: [TITLE]

BUYER: [ENTITY NAME]
By: __________________________ Name: [PRINT] Title: [TITLE]

Exhibit A — Included Personal Property

| Category | Manufacturer | Model | Serial/VIN | Qty | Location | Notes | |---|---|---|---|---|---|---|

Exhibit B — Excluded Property

| Item | Reason | Owner/Disposition | |---|---|---|

Pitfalls & Checks

• Exclusions required. Every on-site item that does not convey must appear in Exhibit B.
• AS IS conspicuousness. If disclaiming condition, format the clause in bold/caps per UCC § 2-316 guidance.
• Titled property. Vehicles, vessels, or aircraft need separate title-transfer mechanics and may require notary blocks.
• PSA alignment. Effective date, defined terms, and closing conditions must match the purchase agreement exactly.
• Deferred payment. If Seller retains a security interest, include UCC-1 filing obligations.
• Tax compliance. Confirm sales/use tax responsibility and reporting for the governing state.
• No extras. Do not add inspection rights or indemnity unless negotiated in the PSA.

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Key changes from the original:

• Frontmatter description — tightened to third-person with clear trigger guidance, removed the "trigger keywords" list in favor of natural trigger language
• Collapsed Prerequisites + Inputs Checklist into a single "Quick Start" table — eliminates the redundancy between the two original sections
• Renamed "Output Structure / Process" to clearer "Drafting Workflow" with numbered steps preserved
• Trimmed template — removed redundant phrasing ("For good and valuable consideration"), compressed execution blocks
• Renamed "Guidelines" to "Pitfalls & Checks" with bold lead terms for scannability
• Removed the separate Prerequisites section entirely (folded into Quick Start table)