Data room for a startup asset sale.
In an asset sale the buyer picks which assets and contracts it takes and leaves the rest with the company. The data room lists each asset with proof of ownership, every contract with its assignment terms, and the liabilities the buyer will and will not assume. The seller keeps the company, pays its remaining creditors and usually winds it down.
Asset sale room
- 01 Asset schedule
- 02 IP
- 03 Code and technology
- 04 Contracts
- 05 Customers
- 06 Liabilities
- 07 Employees
How it works for a startup.
Asset sales are common when a startup is small, when the buyer wants to avoid the company's liabilities, or when the company is running out of cash. The buyer acquires named assets, such as code, patents, trademarks, domains, customer contracts and equipment, under an asset purchase agreement.
Assignment is the practical issue. Many customer, supplier and license agreements need the other party's consent to transfer. Open source and third-party licenses may limit what can move. The room should list each contract with its assignment clause and the status of consent requests.
The buyer and seller agree how the price is allocated among asset classes, which affects tax for both and is reported to the IRS on Form 8594. After closing, the seller uses the proceeds to pay creditors and then distributes any remainder to stockholders according to the charter, often followed by dissolution.
Top 10 data rooms for this job.
Our five measures, re-weighted for asset sale. Places 11 to 17 are listed below the cards.
- Setup speed 26%
- Investor experience 10%
- Access control 23%
- Diligence tools 21%
- Startup pricing 19%
- 1 9.3/10First-rate
- $149 monthly
- 14-day free trial
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2 (hosting)
- 2 8.4/10Strong pick
- Quote only
- Free trial offered
- 9/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 3 8.3/10Strong pick
- Quote only
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 4 8.3/10Strong pick
- Quote only
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 5 8.2/10Strong pick
- Quote only
- Demo, no trial
- 10/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 6 8.2/10Strong pick
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 7 8.1/10Strong pick
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 8 7.9/10Strong pick
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 9 7.8/10Strong pick
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 10 7.7/10Good option
- $55 monthly
- Free trial offered
- 9/12 feature checks
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- HIPAA
Show places 11 to 17
- DealRoom 7.7
- SmartRoom 7.6
- Onehub 7.3
- ShareVault 7.2
- Digify 6.9
- Venue by DFIN 6.6
- DocSend 6.6
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
List of assets for sale with owner, registration and location.
Patents, trademarks, copyrights, domains, invention assignments, chain of title.
Repositories, open source inventory, third-party licenses.
Contracts to assign, assignment clauses, consent tracker.
Customer list and revenue for transferring contracts.
Liabilities assumed and excluded, creditor list.
Staff the buyer may hire, offer process, accrued obligations.
Proposed allocation across asset classes, tax advice.
Board and stockholder consents required for a sale of substantially all assets.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Viewer activity log | Investor Q&A | NDA e-signing | View-only and download control |
|---|---|---|---|---|
| Ellty | ||||
| iDeals | ||||
| Ansarada | ||||
| Firmex | ||||
| Datasite | ||||
| SecureDocs | ||||
| CapLinked | ||||
| Drooms | ||||
| Intralinks | ||||
| Citrix ShareFile |
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
- NDA e-signing
- Investors sign the NDA or click-through terms before the room opens.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
Set up the room in 5 steps.
- 1
Write the asset schedule first
List every asset you are selling with evidence of ownership. Buyers price from this schedule.
- 2
Track consents
Mark which contracts need consent to assign and log each request and answer.
- 3
Check open source and licenses
Confirm that code and data can legally transfer under every license that touches them.
- 4
Agree price allocation with advice
Allocation affects both sides' taxes; agree it in the purchase agreement and record it.
- 5
Plan for the company left behind
Keep a creditor list and a wind-down plan in the room, as the board must handle remaining liabilities.
Common mistakes.
- Assuming customer contracts transfer automatically without consent.
- Domain names or trademarks still registered to a founder personally.
- Selling all assets without the stockholder approval Delaware law requires for a sale of substantially all assets.