FYI
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
the purchaser's basis in the assets is determined only by the amount paid for the assets.
IRS INSTRUCTIONS FOR 8594
Generally, both the purchaser and seller
must file Form 8594 and attach it to their
income tax returns (Forms 1040, 1041,
1065, 1120, 1120S, etc.) when there is a
transfer of a group of assets that make 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.
If the purchaser or seller is a controlled
foreign corporation (CFC), each U.S.
shareholder should attach Form 8594 to
its Form 5471.
to me it seems totally illogical for a buyer to assign the "price" paid for inventory which would likely be deductible in one year to goodwill which cost is recovered over 15 years.
if one part submits the form and the other doesn't. it's likely the other will get a notice from the IRS. if the form is submitted and buyer and seller use different amounts for the classes of assets it's likely both will be audited.
