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Форма 8594 Інструкції

Інструкція по формуванню 8594, заява про присвоєння активів під розділ 1060

Рев. Листопад 2021

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  • Форма 8594 - Заява про присвоєння активів в розділі 1060
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Department of the Treasury  
Internal Revenue Service  
Instructions for Form 8594  
Asset Acquisition Statement Under Section 1060  
(Rev. November 2021)  
Section references are to the Internal Revenue  
Code unless otherwise noted.  
special reporting requirements. However,  
the purchase of a partnership interest that  
is treated for federal income tax purposes  
as a purchase of partnership assets,  
which constitute a trade or business, is  
subject to section 1060. In this case, the  
purchaser must file Form 8594. See Rev.  
Consideration. The purchaser's  
consideration is the cost of the assets.  
The seller's consideration is the amount  
Future Developments  
For the latest information about  
developments related to Form 8594 and  
its instructions, such as legislation  
enacted after they were published, go to  
Fair market value. Fair market value is  
the gross fair market value unreduced by  
mortgages, liens, pledges, or other  
liabilities. However, for determining the  
seller's gain or loss, generally, the fair  
market value of any property is treated as  
being not less than any nonrecourse debt  
to which the property is subject. Also, a  
liability that was incurred as a result of the  
acquisition of the property is disregarded  
to the extent that such liability was not  
taken into account in determining the  
basis in such property.  
When To File  
General Instructions  
Generally, attach Form 8594 to your  
income tax return for the year in which the  
sale date occurred.  
Purpose of Form  
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  
if goodwill or going concern value  
attaches, or could attach, to such assets  
and if the purchaser's basis in the assets  
is determined only by the amount paid for  
the assets.  
If the amount allocated to any asset is  
increased or decreased after the year in  
which the sale occurs, the seller and/or  
purchaser (whoever is affected) must  
complete Parts I and III of Form 8594 and  
attach the form to the income tax return for  
the year in which the increase or decrease  
is taken into account.  
Classes of assets. The following  
definitions are the classifications for  
deemed or actual asset acquisitions.  
Class I assets are cash and general  
deposit accounts (including savings and  
checking accounts) other than certificates  
of deposit held in banks, savings and loan  
associations, and other depository  
Form 8594 must also be filed if the  
purchaser or seller is amending an original  
or a previously filed supplemental Form  
8594 because of an increase or decrease  
in the purchaser's cost of the assets or the  
amount realized by the seller.  
If you do not file a correct Form 8594 by  
the due date of your return and you cannot  
show reasonable cause, you may be  
subject to penalties. See sections 6721  
through 6724.  
Class II assets are actively traded  
personal property within the meaning of  
section 1092(d)(1) and Regulations  
section 1.1092(d)-1 (determined without  
regard to section 1092(d)(3)). In addition,  
Class II assets include certificates of  
deposit and foreign currency even if they  
are not actively traded personal property.  
Class II assets do not include stock of  
seller's affiliates, whether or not actively  
traded, other than actively traded stock  
described in section 1504(a)(4). Examples  
of Class II assets include U.S.  
Who Must File  
Generally, both the purchaser and seller  
must file Form 8594 and attach it to their  
income tax returns (Forms 1040, 1041,  
1065, 1120, 1120-S, etc.) when there is a  
transfer of a group of assets that makes  
up a trade or business (defined below)  
and the purchaser's basis in such assets  
is determined wholly by the amount paid  
for the assets. This applies whether the  
group of assets constitutes a trade or  
business in the hands of the seller, the  
purchaser, or both.  
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 such assets. A  
group of assets can also qualify as a trade  
or business if it qualifies as an active trade  
or business under section 355 (relating to  
distributions of stock in controlled  
Government securities and publicly traded  
Factors to consider in determining  
whether goodwill or going concern value  
could attach include:  
If the purchaser or seller is a controlled  
foreign corporation (CFC), each U.S.  
shareholder should attach Form 8594 to  
its Form 5471.  
Class III assets are assets that the  
taxpayer marks to market at least annually  
for federal income tax purposes and debt  
instruments (including accounts  
receivable). However, Class III assets do  
not include:  
The presence of any section 197 or  
other intangible assets (provided that the  
transfer of such an asset in the absence of  
other assets will not be a trade or  
Exceptions. You are not required to file  
Form 8594 if any of the following apply.  
Any excess of the total paid for the  
Debt instruments issued by persons  
A group of assets that makes up a trade  
assets over the aggregate book value of  
the assets (other than goodwill or going  
concern value) as shown in the  
purchaser's financial accounting books  
and records; or  
related at the beginning of the day  
following the acquisition date to the target  
under section 267(b) or 707;  
or business is exchanged for like-kind  
property in a transaction to which section  
1031 applies. If section 1031 does not  
apply to all the assets transferred,  
however, Form 8594 is required for the  
part of the group of assets to which  
section 1031 does not apply. For  
information about such a transaction, see  
Regulations sections 1.1031(j)-1(b) and  
Contingent debt instruments subject to  
Regulations sections 1.1275-4 and  
1.483-4, or section 988, unless the  
instrument is subject to the noncontingent  
bond method of Regulations section  
1.1275-4(b) or is described in Regulations  
section 1.988-2(b)(2)(i)(B)(2); and  
A license, a lease agreement, a  
covenant not to compete, a management  
contract, an employment contract, or other  
similar agreements between purchaser  
and seller (or managers, directors,  
owners, or employees of the seller).  
Debt instruments convertible into the  
A partnership interest is transferred.  
stock of the issuer or other property.  
See Regulations section 1.755-1(d) for  
Sep 08, 2021  
Cat. No. 29292S  
Class IV assets are stock in trade of  
the taxpayer or other property of a kind  
that would properly be included in the  
inventory of the taxpayer if on hand at the  
close of the tax year, or property held by  
the taxpayer primarily for sale to  
in each acquired asset and the seller's  
gain or loss on the transfer of each asset.  
Use the residual method under sections  
1.338-6 and 1.338-7, substituting  
If an asset has been disposed of,  
depreciated, amortized, or depleted by the  
purchaser before the increase occurs, any  
amount allocated to that asset by the  
consideration for ADSP and AGUB, for the purchaser must be properly taken into  
allocation of the consideration to assets  
sold and assets purchased, respectively.  
See Regulations section 1.1060-1(c).  
account under principles of tax law  
customers in the ordinary course of its  
trade or business.  
applicable when part of the cost of an  
asset (not previously reflected in its basis)  
is paid after the asset has been disposed  
of, depreciated, amortized, or depleted.  
Class V assets are all assets other  
The amount allocated to an asset,  
other than a Class VII asset, cannot  
exceed its fair market value on the  
purchase date. The amount you can  
allocate to an asset is also subject to any  
applicable limits under the Internal  
Revenue Code or general principles of tax  
than Class I, II, III, IV, VI, and VII assets.  
Allocation of decrease. Allocate a  
Note. Furniture and fixtures, buildings,  
land, vehicles, and equipment that  
constitute all or part of a trade or business  
(defined earlier) are generally Class V  
Class VI assets are all section 197  
intangibles (as defined in section 197)  
except goodwill and going concern value.  
Section 197 intangibles include:  
decrease in consideration as follows.  
1. Reduce the amount previously  
allocated to Class VII assets.  
2. Reduce the amount previously  
allocated to Class VI assets, then to Class  
V, IV, III, and II assets in that order. Within  
each class, allocate the decrease among  
the class assets in proportion to their fair  
market values on the purchase date.  
Consideration should be allocated as  
1. Reduce the consideration by the  
amount of Class I assets transferred.  
Workforce in place;  
2. Allocate the remaining  
Business books and records, operating  
You cannot decrease the amount  
allocated to an asset below zero. If an  
asset has a basis of zero at the time the  
decrease is taken into account because it  
has been disposed of, depreciated,  
amortized, or depleted by the purchaser  
under section 1060, the decrease in  
consideration allocable to such asset must  
be properly taken into account under the  
principles of tax law applicable when the  
cost of an asset (previously reflected in  
basis) is reduced after the asset has been  
disposed of, depreciated, amortized, or  
depleted. An asset is considered to have  
been disposed of to the extent the  
consideration to Class II assets, then to  
Class III, IV, V, and VI assets in that order.  
Within each class, allocate the remaining  
consideration to the class assets in  
proportion to their fair market values on  
the purchase date.  
systems, or any other information base,  
process, design, pattern, know-how,  
formula, or similar item;  
Any customer-based intangible;  
Any supplier-based intangible;  
Any license, permit, or other right  
granted by a government unit;  
3. Allocate consideration to Class VII  
Any covenant not to compete entered  
into in connection with the acquisition of  
an interest in a trade or a business; and  
If an asset in one of the classifications  
described above can be included in more  
than one class, choose the lower  
numbered class (for example, if an asset  
could be included in Class III or IV, choose  
Class III).  
Any franchise, trademark, or trade  
name (however, see exception below for  
certain professional sports franchises).  
See section 197(d) for more  
decrease allocated to it would reduce its  
basis below zero.  
Reallocation after an increase or de-  
crease in consideration. If an increase  
or decrease in consideration that must be  
taken into account to redetermine the  
seller's amount realized on the sale, or the  
purchaser's cost basis in the assets,  
occurs after the purchase date, the seller  
and/or purchaser must allocate the  
The term “section 197 intangible” does  
not include:  
An interest in a corporation,  
Specific Instructions  
partnership, trust, or estate;  
Interests under certain financial  
For an original statement, complete Parts I  
and II. For a Supplemental Statement,  
complete Parts I and III.  
Interests in land;  
Certain computer software;  
increase or decrease among the assets. If  
the increase or decrease occurs in the  
same tax year as the purchase date,  
consider the increase or decrease to have  
occurred on the purchase date. If the  
increase or decrease occurs after the tax  
year of the purchase date, consider it in  
the tax year in which it occurs.  
Enter your name and taxpayer  
identification number (TIN) at the top of  
the form. Then check the box for  
Purchaser or Seller.  
Certain separately acquired interests in  
films, sound recordings, videotapes,  
books, or other similar property;  
Interests under leases of tangible  
Part I—General  
Certain separately acquired rights to  
receive tangible property or services;  
Certain separately acquired interests in  
Line 1. Enter the name, address, and TIN  
of the other party to the transaction  
(purchaser or seller). You are required to  
enter the TIN of the other party. If the other  
party is an individual or sole proprietor,  
enter the social security number. If the  
other party is a corporation, partnership, or  
other entity, enter the employer  
patents or copyrights;  
Allocation of increase. Allocate an  
Interests under indebtedness;  
increase in consideration as follows.  
Professional sports franchises acquired  
1. Allocate the increase in  
before October 23, 2004; and  
consideration to Class I assets.  
Certain transactions costs.  
See section 197(e) for more  
2. Allocate any remaining amount of  
consideration to each of the following  
classes (Class II, III, etc.).  
Class VII assets are goodwill and  
identification number.  
The number of classes may vary  
going concern value (whether or not the  
goodwill or going concern value qualifies  
as a section 197 intangible).  
Line 2. Enter the date on which the sale  
depending on the year of the acquisition.  
Increase the amounts previously allocated  
to the assets in each class in proportion to  
their fair market values on the purchase  
date (do not allocate to any asset in  
excess of its fair market value).  
of the assets occurred.  
Line 3. Enter the total consideration  
Allocation of consideration. An  
transferred for the assets.  
allocation of the purchase price must be  
made to determine the purchaser's basis  
Instructions for Form 8594 (Rev. 11-2021)  
The time needed to complete and file  
this tax form will vary depending on  
individual circumstances. The estimated  
burden for individual taxpayers filing this  
form is approved under OMB control  
Part II—Original Statement  
of Assets Transferred  
Give the reason(s) for the increase or  
decrease in allocation. Also, enter the tax  
year(s) and form number with which the  
Line 4. For a particular class of assets,  
enter the total fair market value of all the  
assets in the class and the total allocation  
of the sales price. For Classes VI and VII,  
enter the total fair market value of Class VI  
and Class VII combined, and the total  
portion of the sales price allocated to  
Class VI and Class VII combined.  
original and any Supplemental Statements number 1545-0074 and is included in the  
were filed. For example, enter “2021 Form  
estimates shown in the instructions for  
their individual income tax return. The  
estimated burden for all other taxpayers  
who file this form is shown below.  
Paperwork Reduction Act Notice. We  
ask for the information on this form to carry  
out the Internal Revenue laws of the  
United States. You are required to give us  
the information. We need it to ensure that  
you are complying with these laws and to  
allow us to figure and collect the right  
amount of tax.  
Recordkeeping .  
Learning about the law or the  
11 hr.  
Line 6. This line must be completed by  
the purchaser and the seller. To determine  
the maximum consideration to be paid,  
assume that any contingencies specified  
in the agreement are met and that the  
consideration paid is the highest amount  
possible. If you cannot determine the  
maximum consideration, state how the  
consideration will be computed and the  
payment period.  
2 hr.,  
34 min.  
Preparing and sending the form  
2 hr.,  
to the IRS. . 52 min.  
You are not required to provide the  
information requested on a form that is  
subject to the Paperwork Reduction Act  
unless the form displays a valid OMB  
control number. Books or records relating  
to a form or its instructions must be  
If you have comments concerning the  
accuracy of these time estimates or  
suggestions for making this form simpler,  
we would be happy to hear from you. You  
can write to the IRS at the address listed in  
the instructions for the tax return with  
which this form is filed.  
Part III—Supplemental  
retained as long as their contents may  
become material in the administration of  
Complete Part III and file a new Form 8594 any Internal Revenue law. Generally, tax  
for each year that an increase or decrease  
returns and return information are  
in consideration occurs. See Reallocation  
confidential, as required by section 6103.  
Instructions for Form 8594 (Rev. 11-2021)