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Form 8594: Asset Acquisition Statement Under Section 1060
IRS Form 8594 is an Asset Acquisition Statement Under Section 1060 used by sellers and purchasers of assets forming a trade or business. It must be filed if the purchaser's basis is determined solely by the amount paid for the assets.
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IRS Form 8594 - Asset Acquisition Statement Under Section 1060
IRS Form 8594 is an Asset Acquisition Statement Under Section 1060 used by sellers and purchasers of assets forming a trade or business. It must be filed if the purchaser's basis is determined solely by the amount paid for the assets.
Risk Radar
Scan points- 1Failure to enter the other party's required TIN on Line 1 of Part I is a critical error.
- 2Filing without attaching Form 8594 to the correct income tax return.
- 3Not completing Part III when an increase or decrease in consideration occurs later.
- 4Omitting the required TIN of the other party on Line 1 of Part I.
- 5Entering incorrect dates for the sale on Line 2 of Part I.
Plain English
This form reports when someone buys or sells a group of business assets where goodwill value is involved. Both the buyer and seller use Form 8594 to document this transaction, especially if the purchase price dictates their tax basis in those assets. It ensures the IRS knows how the sale affects the financial standing of both parties.
Submission Date
- Filing date: 2021-11-19 22:10:34
- Preparation window: collect IDs, supporting records, and signatures in advance.
- Final review: verify names, dates, and required fields before submission.
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Glossary Terms
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What this form is for
- Use this form when both the seller and purchaser of a group of assets must report such a sale because goodwill or going concern value attaches, or could attach, to those assets, and the purchaser's basis is determined only by the amount paid for the assets.
- Do not use Form 8594 if the purchaser's basis in the acquired assets is not determined wholly by the amount paid for the assets.
- Check Form 5471 when filing as a controlled foreign corporation (CFC), where each U.S. shareholder should attach Form 8594 to its Form 5471.
Deadline or filing window
The primary filing deadline is the income tax return year in which the sale date occurred. If an allocation changes, Parts I and III must be filed for the specific year that change takes effect. No extension period is specified in the source for the initial filing.
Checklist
What you need before filling it out
Purpose of Form
Both seller and purchaser must use Form 8594 · Instructions p.1
When to File (Initial)
Attach form to the income tax return for the year the sale date occurred · Instructions p.1
Definition of Trade or Business
A group of assets where goodwill or going concern value could attach, or it qualifies under section 355 · Instructions p.1
Class III Assets
Assets marked to market annually (including debt instruments) that are *not* related-party debt, contingent debt (unless specified), or convertible stock · Instructions p.1
Change in Allocation/Consideration
Complete Parts I and III of Form 8594 · Instructions p.3
Required Tax Year Detail
Enter the tax year(s) and form number with which the original statement was filed (e.g., '2021 Form 1040') · Instructions p.3
Before you submit
- 1Confirm both the seller and purchaser have completed their respective copies.
- 2Verify that the group of assets qualifies as a trade or business under Section 1060.
- 3Ensure the purchaser's basis is determined solely by the amount paid for the assets.
- 4If reporting an amendment, confirm Parts I and III are filled out correctly, along with the reason(s) for change.
- 5Confirm that the Name and Identifying Number match the income tax return exactly as shown on the form.
- 6Check the box identifying who you are (purchaser or seller).
- 7Verify the Attachment Sequence No. is 169.
How to file this form
- 1Complete all required fields of Form 8594, ensuring the Name and Identifying Number match your tax return.
- 2If amending a prior filing, complete Parts I and III, providing the reason(s) for the adjustment and the original filing details (tax year/form number).
- 3Attach Form 8594 to the appropriate income tax return for the year the sale occurred (or the year the change is taken into account).
- 4If required by your status, ensure that CFC shareholders attach Form 8594 to their Form 5471.
- 5Sign and date the form before submitting it.
Known limitations
- 1Form 8594 must be used even if goodwill or going concern value attaches to assets, provided the purchaser's basis is determined only by the amount paid for the assets.
- 2If a group of assets does not make up a trade or business (meaning goodwill or going concern value could never attach), Form 8594 may not be required.
- 3When amending an original or supplemental Form 8594, it must be filed if there is an increase or decrease in the purchaser's cost of assets or the amount realized by the seller.
- 4If the purchaser or seller is a controlled foreign corporation (CFC), each U.S. shareholder should attach Form 8594 to its Form 5471.
Field map
Compact field-by-field guide
General Info
2 items
Full legal name and taxpayer identification number (SSN or EIN).
Current mailing address.
Details
2 items
Complete all applicable sections of this form according to the official IRS instructions.
Enter the relevant dollar amount if this form involves tax calculation.
Certification
1 items
Read and acknowledge any certifications required by this form.
Signatures
1 items
Sign and date. Unsigned forms cannot be processed.
Almost done reviewing the fields?
Fillable formOpen in Editor->The current edition is Revision November 2021. Information regarding future developments for Form 8594 can be found at IRS.gov/Form8594.
What changed or needs a fresh check
- Edition date — confirm the revision reads November 2021.
- OMB Number — confirm it is 1545-0074.
- Filer's Name — ensure the name matches the return exactly as shown on the tax form.
- Identifying Number — verify this number matches the return exactly as shown on the tax form.
- Attachment Sequence No. — confirm it is 169.
Quick Facts
Downloads
After you file
- 1Keep a copy of the filed Form 8594.
- 2Attach Form 8594 to the corresponding income tax return (such as Forms 1040, 1065, or 1120).
- 3If an asset allocation changes after the sale year, complete Parts I and III of Form 8594 and attach it to the income tax return for the year the change occurs.
- 4Be prepared to show reasonable cause if a correct Form 8594 is not filed by the due date of the return to avoid penalties.
Sources
- SRCInstructions p.1 — Both seller and purchaser must use Form 8594 if goodwill or going concern value attaches to assets, provided the purchaser's basis is determined only by the amount paid.
- SRCInstructions p.1 — Form 8594 must be filed when amending an original/supplemental statement due to changes in cost (purchaser) or amount realized (seller).
- SRCInstructions p.1 — Generally, both purchaser and seller must file Form 8594 and attach it to their income tax returns.
- SRCInstructions p.1 — When to File: Attach Form 8594 to your income tax return for the year in which the sale date occurred.
- SRCInstructions p.2 — For a Supplemental Statement, complete Parts I and III of Form 8594.
- SRCForm p.1 — OMB No. is 1545-0074.
Common confusion points
Who must file Form 8594?
Both the purchaser and seller must generally file it when there is a transfer of assets that form a trade or business.
→ Check if you are the buyer or the seller.
What counts as 'Trade or Business'?
A group of assets makes up a trade or business if goodwill or going concern value could under any circumstances attach to those assets.
→ Review your asset list against this definition.
When must I file Form 8594?
Generally, you attach it to the income tax return for the year the sale date occurred.
→ Check the sale date on the transaction paperwork.
What if my allocation changes later?
The affected seller and/or purchaser must complete Parts I and III of Form 8594 and file it with the return for the year the change is taken into account.
→ Determine the specific tax year the adjustment applies to.
What are Class II assets?
These include actively traded personal property, certificates of deposit, and foreign currency (even if not actively traded). Stock of seller's affiliates may be included unless it is actively traded stock described in section 1504(a)(4).
→ Verify if your asset fits these specific categories.
What do I put on a Supplemental Statement?
Complete Parts I and III, detailing the reason for the change, tax year(s), and original form/return number.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- Sections 6721 through 6724 of the Internal Revenue Code relate to penalties for not filing a correct Form 8594.
Questions about IRS Form 8594
What is IRS Form 8594 used for?
This form reports when someone buys or sells a group of business assets where goodwill value is involved. Both the buyer and seller use Form 8594 to document this transaction, especially if the purchase price dictates their tax basis in those assets. It ensures the IRS knows how the sale affects the financial standing of both parties.
Who must file IRS Form 8594?
Both the seller and purchaser of a group of assets that makes up a trade or business must use Form 8594 to report such a sale.
What information does IRS Form 8594 require?
Part I collects general information like the other party's TIN, the date of sale, and total consideration. Part II details the original transfer by listing asset classes (I through VII) and their allocated sales price. Part III is used for supplemental statements showing changes.
When is IRS Form 8594 due?
Generally, Form 8594 must be attached to the income tax return for the year in which the sale date occurred. If the allocation changes later, Parts I and III must be filed for that subsequent year.
Where do I file IRS Form 8594?
The instructions do not specify a single routing address or service center; the form should be attached to the relevant income tax return being filed with the Internal Revenue Service.
How do I complete IRS Form 8594?
First, complete Part I with general transaction details. Next, fill out Part II to list the original assets transferred by class. If there are later changes in allocation, complete Part III and file a new Form 8594 for each year that change occurs.
What happens if IRS Form 8594 is filed incorrectly?
If Form 8594 is not filed correctly by the due date of your return and you cannot show reasonable cause, penalties may apply under sections 6721 through 6724.
Who must file Form 8594?
Both the purchaser and seller must generally file it when there is a transfer of assets that form a trade or business. Check if you are the buyer or the seller.
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