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)