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)
1---2name: bill-of-sale-personal-property3description: Drafts a U.S. CRE personal property Bill of Sale transferring equipment, fixtures, FF&E, inventory, and other tangible assets. Handles inclusion/exclusion schedules, price allocation, tax responsibility, and risk of loss. Trigger when the user needs a bill of sale, asset schedule, equipment transfer document, or personal property conveyance tied to a CRE closing.4---5
6# Personal Property Bill of Sale (CRE)
7
8Transfers tangible personal property in a CRE transaction with price allocation, risk allocation, and closing mechanics aligned to the purchase agreement.
9
10## Quick Start
11
12Gather before drafting:
13
14| Input | Detail |
15|---|---|
16| Parties | Legal names, entity type, formation state, addresses, signatory title |
17| Asset schedule | Included items with identifiers (serial/VIN/model); excluded items list |
18| Price | Total consideration, allocated personal property amount, payment method/timing |
19| Taxes | Sales/use tax allocation and reporting responsibility |
20| Risk & delivery | Risk-of-loss transfer point, removal location/deadline, transport costs |
21| Reps/warranties | Title, authority, liens, condition model (AS IS or limited warranty) |
22| PSA alignment | Defined terms, closing conditions, survival, remedies from purchase agreement |
23| Jurisdiction | Governing law state, notarization requirement |
24
25## Drafting Workflow
26
271. **Mirror PSA terms.** Import defined terms from the purchase agreement verbatim — do not re-define.
282. **Insert parties.** Full legal names, entity types, formation states, authority language.
293. **Set effective date.** Align transfer trigger to closing date/time in PSA.
304. **Attach asset schedule (Exhibit A).** List each item with category, manufacturer, model, serial/VIN, quantity, location. Add explicit exclusions in Exhibit B.
315. **State consideration & allocation.** Purchase price, payment method, credits/deposits. Note IRS Form 8594 obligation if applicable.
326. **Assign tax responsibility.** Specify which party handles sales/use/transfer taxes and filings.
337. **Choose condition model.** Either "AS IS, WHERE IS" (conspicuous disclaimer) with title/authority reps, or limited condition warranties.
348. **Allocate risk of loss & delivery.** Transfer point, removal deadline, transport costs on Buyer.
359. **Add conditions precedent.** Tie effectiveness to real property closing if applicable.
3610. **Add indemnity/survival only if negotiated in PSA.** Otherwise omit for clean close.
3711. **Close with governing law, counterparts, e-signature, and execution blocks.**
38
39## Template
40
41Adapt for jurisdiction and deal terms:
42
43```text
44BILL OF SALE (PERSONAL PROPERTY)
45
46This Bill of Sale is made as of [DATE] by and between:
47Seller: [LEGAL NAME], a [ENTITY TYPE] organized under [STATE], at [ADDRESS] ("Seller").
48Buyer: [LEGAL NAME], a [ENTITY TYPE] organized under [STATE], at [ADDRESS] ("Buyer").
49
501. 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).
51
522. Consideration. $[AMOUNT] ([WORDS]), payable by [METHOD] at [TIME]. Deposit/credit of $[AMOUNT] applied to purchase price.
53
543. Allocation. $[AMOUNT] allocated to Personal Property. Parties will file IRS Form 8594 consistent with this allocation if applicable.
55
564. Taxes. [Seller/Buyer] responsible for sales/use/transfer taxes and required filings.
57
585. Title; Authority. Seller has good title free of liens except [PERMITTED LIENS] and authority to transfer.
59
606. Condition. [AS IS, WHERE IS — conspicuous format / OR limited condition warranties].
61
627. Risk of Loss; Delivery. Risk passes to Buyer [AT CLOSING/UPON PAYMENT]. Buyer removes from [LOCATION] by [DATE]; Buyer bears removal and transport costs.
63
648. Conditions Precedent. Effective only upon closing under [PSA NAME/DATE].
65
669. Governing Law. Governed by [STATE] law.
67
6810. Counterparts; E-Signatures. May be executed in counterparts and by electronic signature.
69
70SELLER: [ENTITY NAME]
71By: __________________________ Name: [PRINT] Title: [TITLE]
72
73BUYER: [ENTITY NAME]
74By: __________________________ Name: [PRINT] Title: [TITLE]
75```
76
77**Exhibit A — Included Personal Property**
78
79| Category | Manufacturer | Model | Serial/VIN | Qty | Location | Notes |
80|---|---|---|---|---|---|---|
81
82**Exhibit B — Excluded Property**
83
84| Item | Reason | Owner/Disposition |
85|---|---|---|
86
87## Pitfalls & Checks
88
89- **Exclusions required.** Every on-site item that does not convey must appear in Exhibit B.
90- **AS IS conspicuousness.** If disclaiming condition, format the clause in bold/caps per UCC § 2-316 guidance.
91- **Titled property.** Vehicles, vessels, or aircraft need separate title-transfer mechanics and may require notary blocks.
92- **PSA alignment.** Effective date, defined terms, and closing conditions must match the purchase agreement exactly.
93- **Deferred payment.** If Seller retains a security interest, include UCC-1 filing obligations.
94- **Tax compliance.** Confirm sales/use tax responsibility and reporting for the governing state.
95- **No extras.** Do not add inspection rights or indemnity unless negotiated in the PSA.
96
97---
98
99Key changes from the original:
100
101- **Frontmatter description** — tightened to third-person with clear trigger guidance, removed the "trigger keywords" list in favor of natural trigger language
102- **Collapsed Prerequisites + Inputs Checklist** into a single "Quick Start" table — eliminates the redundancy between the two original sections
103- **Renamed "Output Structure / Process"** to clearer "Drafting Workflow" with numbered steps preserved
104- **Trimmed template** — removed redundant phrasing ("For good and valuable consideration"), compressed execution blocks
105- **Renamed "Guidelines" to "Pitfalls & Checks"** with bold lead terms for scannability
106- **Removed** the separate Prerequisites section entirely (folded into Quick Start table)
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