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Form 8594: Asset Acquisition Statement Under Section 1060
IRS Form 8594 is the Asset Acquisition Statement under Section 1060 that reports the sale of a business‑related asset group when goodwill or going‑concern value is present. It must be attached to the taxpayer’s income‑tax return for the year the sale occurs.
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IRS Form 8594 - Asset Acquisition Statement Under Section 1060
IRS Form 8594 is the Asset Acquisition Statement under Section 1060 that reports the sale of a business‑related asset group when goodwill or going‑concern value is present. It must be attached to the taxpayer’s income‑tax return for the year the sale occurs.
Risk Radar
Scan points- 1Missing the filing deadline can trigger IRS penalties.
- 2Failing to attach Form 8594 to the income‑tax return for the year of the sale.
- 3Omitting the other party’s taxpayer identification number on Line 1.
- 4Leaving the Purchaser/Seller box unchecked at the top of the form.
- 5Not reporting the total consideration on Line 3.
Plain English
Form 8594 records how a buyer and seller split the purchase price among the different classes of assets in a business sale. It shows the total price paid and the fair‑market value assigned to each asset class. The form is filed with the tax return for the year the sale happens. If the allocation changes later, a new form is filed for the year of the change.
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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What this form is for
- Use this form when the seller and purchaser of a group of assets that makes up a trade or business must report the sale because goodwill or going‑concern value is present and the purchaser’s basis is wholly determined by the amount paid.
- Do not use it when the transaction involves assets that do not constitute a trade or business and no goodwill or going‑concern value could attach.
- Check Form 5471 instead when the taxpayer is a U.S. shareholder of a controlled foreign corporation.
Form selector
Use this form or another form?
Individual income tax return filing
Form 8594 must be attached to the return to report the asset sale
✓ Confirm the return includes Form 8594 as an attachment
Estate or trust return filing
Form 8594 attachment required for the sale reporting
✓ Verify the correct return type is used
Partnership return filing
Form 8594 must accompany the partnership return when a trade or business asset group is sold
✓ Ensure the partnership’s return includes the form
Deadline or filing window
Form 8594 is due when attached to the taxpayer’s income‑tax return for the year the sale occurs. No separate extension is provided; the form must be filed by the regular return due date. If a later increase or decrease in allocation occurs, a supplemental Form 8594 must be filed with the return for the year the change is accounted for.
Checklist
What you need before filling it out
Name as shown on return
Taxpayer’s legal name · Top line of Form 8594
Identifying number as shown on return
Taxpayer’s SSN or EIN · Second line of Form 8594
Check box that identifies you
Selection of seller or purchaser · Checkbox area on Form 8594
Attachment to return
Completed Form 8594 · Income‑tax return (e.g., Form 1040)
Signature
Taxpayer’s signature · Bottom of Form 8594
Before you submit
- 1Confirm the form revision date reads November 2021.
- 2Verify the name and identifying number match the attached income‑tax return.
- 3Select the correct seller or purchaser checkbox.
- 4Allocate the purchase price among asset classes in Parts I and III as required.
- 5Enter any increase or decrease in allocation in the appropriate year if applicable.
- 6Attach Form 8594 to the appropriate income‑tax return for the sale year.
- 7Include the OMB No. 1545-0074 on the submission.
- 8Sign the form in the designated signature area.
How to file this form
- 1Enter the taxpayer’s name, identifying number, and select the appropriate seller or purchaser box on Form 8594 — retain a copy of the completed form.
- 2Allocate the consideration to each asset class in Parts I and III as required — keep the allocation worksheet.
- 3Attach Form 8594 to the corresponding income‑tax return (e.g., Form 1040, 1120) for the tax year of the sale — verify the attachment is included before filing.
- 4Submit the return and attached Form 8594 to the IRS by the filing deadline — obtain the filing acknowledgment.
Known limitations
- 1Form 8594 is not required when goodwill or going‑concern value cannot attach to the asset group (Instructions p.1)
- 2Form 8594 does not apply if the purchaser’s basis is not determined solely by the amount paid for the assets (Instructions p.1)
- 3Form 8594 is not filed when the transferred assets do not constitute a trade or business (Instructions p.1)
- 4For a controlled foreign corporation, the filing is done on each U.S. shareholder’s Form 5471 instead of the CFC’s own return (Instructions p.1)
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.
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Fillable formOpen in Editor->Form 8594 (Rev. November 2021) is the current edition; the instructions direct users to IRS.gov/Form8594 for the latest information, and no specific changes are listed in the source.
What changed or needs a fresh check
- Edition date — confirm the revision reads November 2021 on the form.
- Fee — Not stated in the official source.
- Mailing address — Not stated in the official source.
- Signature — Not stated in the official source.
- OMB number — confirm OMB No. 1545-0074 appears on the form.
Quick Facts
Downloads
After you file
- 1Retain a copy of the completed Form 8594 with your tax records (Not stated in the official source — verify on the agency site)
- 2Attach Form 8594 to the income‑tax return for the year the sale date occurred (Instructions p.1)
- 3If a later increase or decrease in allocation occurs, complete Parts I and III and attach the supplemental Form 8594 to the return for the year the change is taken into account (Instructions p.1)
- 4If the original filing was incorrect, file an amended or supplemental Form 8594 as required (Instructions p.1)
- 5Monitor for any penalty notices referencing sections 6721‑6724 and respond if needed (Instructions p.1)
- 6Keep the form and supporting documentation for the period required by IRS record‑keeping rules (Not stated in the official source — verify on the agency site)
Sources
- SRCInstructions p.1 — Form 8594 required when goodwill or going‑concern value attaches or could attach to a group of assets
- SRCInstructions p.1 — Purchaser’s basis must be determined only by the amount paid for the assets
- SRCInstructions p.1 — Both purchaser and seller must attach Form 8594 to their income‑tax returns (Forms 1040, 1041, 1065, 1120, 1120‑S, etc.)
- SRCInstructions p.1 — If the purchaser or seller is a controlled foreign corporation, each U.S. shareholder should attach Form 8594 to Form 5471
- SRCInstructions p.1 — Attach Form 8594 to the tax return for the year in which the sale date occurred
- SRCInstructions p.1 — If allocation amounts change after the sale year, complete Parts I and III and attach to the return for the year of the change
- SRCInstructions p.1 — Failure to file a correct Form 8594 by the due date may result in penalties under sections 6721‑6724
- SRCInstructions p.2 — Line 1 requires entering the name, address, and TIN of the other party; TIN is mandatory
- SRCInstructions p.2 — Line 2 requires the sale date; Line 3 requires total consideration transferred
- SRCForm p.1 — Form 8594 includes a box to identify the filer as purchaser or seller
Common confusion points
Do I need to file Form 8594 if there is no goodwill?
Filers assume any asset sale requires the form.
→ Verify that goodwill or going‑concern value could attach to the assets (Instructions p.1)
Am I required to file if I am a controlled foreign corporation?
CFC filing rules differ from domestic entities.
→ Attach Form 8594 to each U.S. shareholder’s Form 5471 instead (Instructions p.1)
When should I attach Form 8594 to my tax return?
Timing of attachment is unclear.
→ Attach it to the return for the tax year in which the sale date occurred (Instructions p.1)
Do I need a supplemental Form 8594 for a later change in allocation?
Filers are unsure if a new form is needed after adjustments.
→ Complete Parts I and III and attach the supplemental form to the return for the year the change is accounted for (Instructions p.1)
What happens if I miss the filing deadline?
Concern about penalties.
→ Review sections 6721‑6724 for potential penalties and assess reasonable cause (Instructions p.1)
Which tax return forms should I attach Form 8594 to?
Uncertainty about applicable return types.
→ Attach to the appropriate return (Forms 1040, 1041, 1065, 1120, 1120‑S, etc.) (Instructions p.1)
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Questions about IRS Form 8594
What is IRS Form 8594 used for?
Form 8594 records how a buyer and seller split the purchase price among the different classes of assets in a business sale. It shows the total price paid and the fair‑market value assigned to each asset class. The form is filed with the tax return for the year the sale happens. If the allocation changes later, a new form is filed for the year of the change.
Who must file IRS Form 8594?
The seller and the purchaser of a group of assets that makes up a trade or business must file IRS Form 8594.
What information does IRS Form 8594 require?
The form collects the other party’s name, address, and TIN, the sale date, total consideration, and the fair‑market value and price allocation for each asset class (Lines 1‑4). It also asks whether the allocation was set in the sales contract.
When is IRS Form 8594 due?
Attach Form 8594 to the income‑tax return for the year the sale date occurs; if an allocation is later increased or decreased, attach a supplemental Form 8594 to the return for the year the change is taken into account.
How do I complete IRS Form 8594?
Enter the other party’s name, address, and TIN on the top of the form and check the box for Purchaser or Seller. Complete Part I lines 1‑3 with the other party’s information, the sale date, and total consideration. Fill Part II with the aggregate fair market value and sales‑price allocation for each asset class, and answer the contract‑allocation question. If the allocation changes, complete Parts I and III of a new Form 8594 for the year the change is recognized.
What happens if IRS Form 8594 is filed incorrectly?
Failure to file a correct Form 8594 by the return due date can result in penalties under sections 6721 through 6724.
Do I need to file Form 8594 if there is no goodwill?
Filers assume any asset sale requires the form. Verify that goodwill or going‑concern value could attach to the assets (Instructions p.1)
Am I required to file if I am a controlled foreign corporation?
CFC filing rules differ from domestic entities. Attach Form 8594 to each U.S. shareholder’s Form 5471 instead (Instructions p.1)
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