Purchase Assets is a kind of merger. Enterprise facilitate it to improve efficiency, enlarge scale of market power and save costs. But it also affect the rights of stockholders, creditors, employee and even the community if it commits without following the law or with bad faith. The article is intended to compare the Corporate Law concerning purchase of assets among Japan, United Sates (the Revised of Model Corporation Law) and Taiwan. Chapter two defines purchase of assets and its requirements. After definition, the article expressed the statutes of Corporate Law indicating and analyzing Purchase of Assets among Japan, United States and Taiwan. Chapter three criticizes the statute of Taiwan and presented how to reform in personal point of view. Chapter four analysis of the procedure of purchase of assets and analysis where are the differences among Japan, United States and Taiwan in detail. Chapter five analysis the substance of purchase of assets about how to protect the stockholders and creditors and analysis where are the differences among Japan, United States and Taiwan in detail. Chapter six makes a conclusion summarizing the above suggestions about the infirmities that might be revised.