Title: OFFER
Author: Nolo
Last saved by: EBitter

[Choose or delete words, phrases, and paragraphs
enclosed in brackets—see instructions in Chapter 10]
Offer to Transfer Assets
TO:	__________, a California nonprofit __________ corporation.
1.	The undersigned [choose one: is/are] the [choose one: sole proprietor/partners] known as __________, located at __________, __________, __________, California.
2.	A true and correct statement of the assets and liabilities of this business as of the close of business on ____________, is attached to this offer.
3.	On the terms and conditions herein set forth, [choose one: I/we] offer to sell and transfer to you at the close of business on ____________, subject to such changes as may occur therein in the ordinary course of business between the date of this offer and the close of business on ____________:
(a) All stock in trade, merchandise, fixtures, equipment, and other tangible assets of the business as shown on the financial statement attached to this offer [optional: except __________];
(b) The trade, business, name, goodwill, and other intangible assets of the business [optional: free and clear of all debts and liabilities of the business as shown on the financial statement attached to this offer, and all such additional liabilities as may be incurred by [choose one: me/us] between the date of the financial statement and the close of business on the ____________ ].
4.	As consideration for the sale and transfer, you agree:
[Optional modification]
 (a)	To assume and pay all debts and liabilities of the business as shown on the financial statement attached to this offer, and all such additional liabilities as may be reasonably incurred by [choose one: me/us] between the date of the financial statement and the close of business on ____________, except ... __________.]
[End optional modification]
[Alternate modification—choose one: 
[  ] (b)	To pay an amount of $ __________ [optional: which represents the fair market value of the business as transferred to the above corporation per the terms prescribed above], to be paid as follows: __________.
[  ] (b)	To execute a note in the amount of $ __________, [optional: which amount represents the fair market value of the business as transferred to the above corporation], incorporating the following provisions regarding payment under the note: __________.
[End alternate modification]
5.	If this offer is accepted by you and upon payment of $ __________, [choose one: per the terms of paragraph 4(b), above/upon execution of a note per the terms of paragraph 4(b), above], [choose one: I/we] shall:
(a)	Deliver possession of the business and assets described in paragraph 3 of this offer to you at the close of business on ____________.
(b)	Execute and deliver to you such instruments of transfer and other documents as may be required to fully perform [choose one: my/our] obligations hereunder or as may be required for the convenient operation of said business thereafter by you.
[NOTE:  It is clearly understood that this offer is contingent upon the above nonprofit corporation obtaining tax-exempt status with the State of California under Section 23701(d) of the Revenue and Taxation Code and with the IRS under Section 501(c)(3) of the Internal Revenue Code and that failure to obtain either or both of these exemptions within __________ months shall allow [choose one: me/us] to rescind this offer at any time thereafter, notwithstanding any of the other provisions of this offer, contained above.]
Dated:________ 
____________________
The above offer was accepted by the board of directors on ____________, on behalf of __________, a California nonprofit __________ corporation.
By: ____________________
____________, President
____________________
____________, Secretary

www.nolo.com                                                                               Offer to Transfer Assets                                                                              Page 
© Anthony Mancuso