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