Understanding Purchase Price Allocation Form 8594 Requirements

When acquiring a company, you must allocate the purchase price paid among the assets acquired and liabilities assumed. This allocation is reported on Form 8594 and submitted with your income tax return. Properly preparing Form 8594 is crucial, as the purchase price allocation determines the tax bases and depreciation deductions for the acquired assets. This article provides an in-depth look at Form 8594, examining the requirements, asset classes, valuation methods, and best practices to ensure you allocate purchase price appropriately. With a solid understanding of Form 8594, you can confidently account for your acquisition and maximize future tax deductions. Stay tuned for a comprehensive guide to navigating this essential but complex reporting requirement.

What Is IRS Form 8594?

IRS Form 8594, also known as the Asset Acquisition Statement, must be filed by both the buyer and seller of a business when assets are purchased. It provides the IRS details about the allocation of the total purchase price among the assets acquired.

2. Why Is Form 8594 Required?

The IRS requires Form 8594 to ensure that the purchase price paid for assets is properly allocated and reported by both parties. It allows the IRS to verify that the amount allocated to each asset matches what the buyer and seller have reported on their tax returns. Without Form 8594, the IRS would have no way of confirming that the total purchase price was allocated correctly among assets like inventory, equipment, real estate, and goodwill.

3. How Should Assets Be Allocated?

The allocation of the purchase price should be based on the fair market value of each asset at the time of sale. Both the buyer and seller must use the same allocation percentages, and those percentages must total 100% of the purchase price. The allocations should be determined through an objective valuation process, such as professional appraisals. Assets that are difficult to value, like goodwill, may be allocated the remaining percentage of purchase price after all other assets have been valued.

Properly allocating the purchase price among assets is important because it can impact taxes. Each asset type is depreciated or amortized over different periods, so the allocation percentages can affect the timing of tax deductions for the buyer. For the seller, the allocation may impact the gain or loss recognized on each asset, which is subject to different tax rates.

When Is Form 8594 Required?

Form 8594, Asset Acquisition Statement, must be filed by both the buyer and seller of a trade or business when the total value of the assets transferred is $10 million or more. In addition, the form is required if any individual asset is valued at $100,000 or more. The purpose of this form is to provide the IRS details on asset allocation for tax purposes.

Buyer Requirements

As the buyer of assets, you are required to file Form 8594 to properly allocate the total purchase price among the various assets acquired. This allocation is important because it determines the tax basis for each asset, which in turn impacts depreciation deductions and capital gains when assets are later sold. The buyer should aim to allocate as much of the purchase price as possible to assets that can be depreciated or amortized, such as equipment and goodwill.

Seller Requirements

As the seller of assets, you must also file Form 8594 to report the amount of consideration received for each asset transferred. The amounts reported by the buyer and seller must match. Any mismatched reporting can lead to delays in processing returns and potential audits to determine the appropriate allocation. The seller will use the final purchase price allocation to determine and report any taxable gain or loss on the sale of assets.

Consequences of Non-Compliance

Failure to file Form 8594 when required can result in penalties of up to $50,000. The IRS can also ignore the allocations reported on tax returns by the buyer and seller and determine its own allocation, which may be less favorable. It is in the best interest of both parties to work together to determine an appropriate purchase price allocation and report it accurately on Form 8594.

How to Allocate Purchase Price on Form 8594

As the buyer, you are required to allocate the total purchase price paid for the acquired assets to determine the fair market value of each asset. This allocation is reported on IRS Form 8594, Asset Acquisition Statement, and must be filed with your tax return for the year of acquisition.

To complete Form 8594, you need to allocate the purchase price among seven asset classes: cash, accounts receivable, inventory, real property, personal property, intangible assets, and goodwill. The allocation should reflect the fair market value of the assets at the time of purchase based on independent appraisals. For intangible assets like intellectual property or customer relationships, you may need valuations from accounting and valuation professionals.

Once the purchase price has been allocated, both the buyer and seller must report the allocated amounts on their tax returns. Any differences in allocation between the parties could lead to potential disputes. It is best for the buyer and seller to agree upon an allocation prior to closing the transaction. The agreed allocation should be included in the final sales contract.

If intangible assets or goodwill make up a sizable portion of the total allocation, the amortization of these assets may provide tax benefits to the buyer in the form of deductions that can offset taxable income. However, allocated amounts for real property and equipment are not amortizable, so the buyer does not receive any tax benefits from these allocations.

In summary, properly allocating the purchase price of an acquired business is important for tax reporting purposes. An allocation that does not reflect the fair market value of assets could be disputed by the IRS. Buyers and sellers should work together to determine a mutually agreeable allocation prior to closing to avoid potential conflicts and future tax issues.

Tips for Completing Form 8594

To ensure Form 8594 is completed accurately, there are several best practices to keep in mind:

Review the Business Valuation Report

The purchase price allocation (PPA) analysis is based on the business valuation report created during the acquisition process. Review this report to understand how the total purchase price was allocated to the acquired assets. The PPA analysis should align with the valuation methodology and conclusions in the business valuation report.

Classify Assets Correctly

It is important to properly classify the acquired assets into the categories on Form 8594, such as cash, accounts receivable, inventory, real property, and intangible assets. Assets must be categorized based on their nature and characteristics, not their intended use. For complex allocations, consider consulting a certified public accountant.

Substantiate the Allocations

The allocations made on Form 8594 must be supported by independent evidence, such as appraisals, analyzes, or reports. This documentation should be retained in case of an IRS inquiry. Simply allocating purchase price amounts without support could lead to issues with the IRS.

Consider Tax Consequences

How the purchase price is allocated among assets on Form 8594 impacts the tax treatment of the transaction. An allocation that minimizes taxes in the current year may not be optimal for future tax years. Consider both current and future tax implications when determining allocations. It may be worthwhile to work with tax professionals to identify an allocation strategy that optimizes tax efficiency over time.

Double Check Calculations

With multiple assets and complex allocations, it can be easy to make mathematical errors on Form 8594. Double check that the total amount allocated to assets equals the total purchase price listed at the top of the form. It is best to have a second individual review the form as well, to identify any issues before filing.

Following these best practices will help ensure an accurate and compliant Form 8594 filing. Taking the time to properly complete this form can minimize issues and maximize tax benefits for both the buyer and seller.

Common Form 8594 Filing Mistakes to Avoid

When filing Form 8594, purchase price allocation, it is important to avoid common mistakes that could delay processing or result in penalties.

Incorrect or Missing Information

Ensure all required information is reported accurately and completely. This includes details on the buyer, seller, date of sale, allocation of purchase price to assets acquired, and allocation method used. Failure to report this information, or reporting incorrect data, will result in the IRS requesting amendments and clarification, delaying the allocation approval process.

Unreasonable Allocation Methods or Values

The allocation method used, whether residual, incremental, or another approach, must result in reasonable fair market values assigned to assets. Values that are unsupported or appear manipulated to achieve tax advantages will face scrutiny and potential challenge by the IRS. It is best to use standard valuation methods and document how asset values were determined.

Missing or Inadequate Documentation

Any allocations made require supporting documentation, such as independent appraisals, valuation reports, or other analyzes. Failure to provide this documentation, or providing insufficient explanations and support for values, will call the allocations into question and subject the filing to potential audit and penalties.

Allocating to Ineligible Assets

The purchase price can only be allocated to assets actually acquired as part of the transaction. Allocating amounts to assets not included in the sale, or to intangible assets like goodwill when only tangible assets were purchased, will not be allowed. Care must be taken to only allocate the purchase price to those specific assets obtained by the buyer.

Avoiding these common mistakes and ensuring Form 8594 is completed accurately and thoroughly with all necessary documentation will facilitate the IRS approval process and reduce the possibility of penalties or legal issues arising from the purchase price allocation. With diligence and care, the requirements of this form can be fulfilled properly.


In closing, understanding the requirements and intricacies of Form 8594 is an important part of properly allocating the purchase price for an asset acquisition. While complex, working with your financial advisor and accounting team to get it right the first time avoids issues down the road. Don’t let the form intimidate you. Break down the categories, gather the details, and take the time to thoughtfully complete each component. With the right preparation and diligence, Form 8594 can be conquered smoothly. Stay the course and know that you have the resources and support needed to meet this requirement in a compliant, comprehensive way.

How can Eton help?

At Eton Venture Services, we pride ourselves on delivering professional, comprehensive valuation and financial advisory services tailored to your unique needs. Don’t settle for generic software models or inexperienced teams when it comes to critical financial valuations for your business. Trust Eton’s expert team to provide thorough, data-driven assessments that empower you to make well-informed decisions and optimize your intangible asset valuations. Join the industry leaders who have already benefited from Eton’s exceptional client service and advisory expertise. Get in touch with Eton Venture Services today.

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Chris co-founded Eton Venture Services in 2010 to provide mission-critical valuations to venture-based companies. He works closely with each client’s leadership team, board of directors, internal / external counsel, and independent auditor to develop detailed financial models and create accurate, audit-proof valuations.

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