How should goodwill be properly listed in a business Bill of Sale?

Lexi, Chatbot

Selling a business is a big step. What documents do you need reviewed?

Lexi, Chatbot

Have you already agreed on the terms of the sale?

Lexi, Chatbot

Anything else the lawyer should know?

Angelo M

Structuring this as two separate sales agreements makes sense. Goodwill covers things like the business name, reputation, client lists, and branding. The equipment sale is a standard asset transfer. Each agreement should clearly list what’s being sold, the price, and transfer terms. Even when selling to family, proper documentation is important. Attorneys usually charge hourly ($250–$500/hour) or may offer a flat fee for document review.

Angelo M

Most Bill of Sale templates focus on tangible assets, so goodwill often isn’t clearly addressed. You should not bury goodwill in a generic notes section. Instead, add a clearly labeled section such as “Assignment of Goodwill and Intangible Assets.”

In that section, list items like the business name, branding, client lists, website, social media accounts, phone numbers, and reputation, along with the purchase price allocated to goodwill. If the form doesn’t allow for this, you can add an extra clause or attach an Exhibit A to itemize the goodwill assets. This ensures the goodwill transfer is legally recognized and tied to the price.