IRS · Official form

Form 8594, Asset Acquisition Statement Under Section 1060

Form 8594 reports how the purchase price of a business was allocated among its assets when a trade or business changes hands. Fill in the official IRS PDF below and download it.

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What is 8594?

Form 8594, Asset Acquisition Statement Under Section 1060, is filed by both the buyer and the seller when a group of assets making up a trade or business is transferred and the buyer’s basis is determined by the purchase price. It applies when goodwill or going concern value attaches, or could attach, to the assets.

The form breaks the total consideration into asset classes, from cash and securities through tangible property up to intangibles and goodwill. Because both sides file it with their own returns, the IRS can check that buyer and seller reported the allocation consistently.

Who files 8594?

Buyers of a group of assets that makes up a trade or business
Sellers of that same business, who file their own copy of the form
Parties to a sale where goodwill or going concern value attaches to the assets
Buyers and sellers amending a previously reported allocation after the purchase price changes

How to fill out 8594

Enter your name and TIN, identify the other party to the transaction, and give the date of sale and total consideration.
Allocate the sales price among the asset classes in Part II, following the class definitions in the instructions.
State whether the buyer and seller agreed on the allocation in a written document.
Use Part III only if you are reporting an increase or decrease to a previously filed allocation.
Download the finished PDF and attach it to your income tax return for the year of the sale.

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Page 1 30 fields

Name as shown on return

Identifying number as shown on return

Purchaser

Seller

Name of other party to the transaction

Other party’s identifying number

Address (number, street, and room or suite no.)

City or town, state, and ZIP code

Date of sale

Total sales price (consideration)

Part I I. Original Statement of Assets Transferred. 4. Row: Class I. Column: Aggregate fair market value (actual amount for Class I)

Line 4. Row: Class I. Column: Allocation of sales price

Row: Class I I. Column: Aggregate fair market value (actual amount for Class I)

Row: Class I I. Column: Allocation of sales price

Row: Class I I I. Column: Aggregate fair market value (actual amount for Class I)

Row: Class I I I. Column: Allocation of sales price

Row: Class I V. Column: Aggregate fair market value (actual amount for Class I)

Row: Class I V. Column: Allocation of sales price

Row: Class V. Column: Aggregate fair market value (actual amount for Class I)

Row: Class V. Column: Allocation of sales price

Row: Class V I and V I I. Column: Aggregate fair market value (actual amount for Class I)

Row: Class V I and V I I. Column: Allocation of sales price

Row: Total. Column: Aggregate fair market value (actual amount for Class I)

Row: Total. Column: Allocation of sales price

5. Did the purchaser and seller provide for an allocation of the sales price in the sales contract or in another written document signed by

5. No.

5. If "Yes," are the aggregate fair market values (F M V) listed for each of asset Classes I, I I, I I I, I V, V, V I, and V I I the

the amounts agreed upon in your sales contract or in a separate written document? No

6. In the purchase of the group of assets (or stock), did the purchaser also purchase a license or a covenant not to compete, or enter into

arrangement with the seller (or managers, directors, owners, or employees of the seller)? No

Page 2 39 fields

Tax year and tax return form number with which the original Form 8594 and any supplemental statements were filed.

8. Row: Class I. Column: Allocation of sales price as previously reported

Row: Class I. Column: Increase or (decrease)

Row: Class I. Column: Redetermined allocation of sales price

Row: Class I I. Column: Allocation of sales price as previously reported

Row: Class I I. Column: Increase or (decrease)

Row: Class I I. Column: Redetermined allocation of sales price

Row: Class I I I. Column: Allocation of sales price as previously reported

Row: Class I I I. Column: Increase or (decrease)

Row: Class I I I. Column: Redetermined allocation of sales price

Row: Class I V. Column: Allocation of sales price as previously reported

Row: Class I V. Column: Increase or (decrease)

Row: Class I V. Column: Redetermined allocation of sales price

Row: Class V. Column: Allocation of sales price as previously reported

Row: Class V. Column: Increase or (decrease)

Row: Class V. Column: Redetermined allocation of sales price

Row: Class V I and V I I. Column: Allocation of sales price as previously reported

Row: Class V I and V I I. Column: Increase or (decrease)

Row: Class V I and V I I. Column: Redetermined allocation of sales price

Row: Total. Column: Allocation of sales price as previously reported

Row: Total. Column: Redetermined allocation of sales price

9. Reason(s) for increase or decrease. Attach additional sheets if more space is needed. Line 1 of 18.

9. Line 2 of 18.

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9. Line 6 of 18.

9. Line 7 of 18.

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Frequently asked questions

Do both the buyer and the seller file Form 8594?

Yes. Each party attaches its own Form 8594 to its income tax return for the year the sale took place, and the allocations are expected to be consistent.

What if the purchase price changes after the year of sale?

File a new Form 8594 completing Part III for the year the increase or decrease is taken into account, showing how the adjustment affects the allocation.

Does Form 8594 apply to a stock sale?

Generally no. It covers asset acquisitions. A stock purchase treated as an asset purchase under a section 338 election is reported on Form 8023 and Form 8883 instead.

Form 8594, Asset Acquisition Statement Under Section 1060

What is 8594?

Who files 8594?

How to fill out 8594

Quick fill 8594 on this page

Frequently asked questions

Related forms

Form 8883, Asset Allocation Statement Under Section 338

Form 8023, Elections Under Section 338 for Corporations Making Qualified Stock Purchases

Form 4797, Sales of Business Property