If you’re considering buying or selling a business — or you’re in the process of a merger or acquisition — it’s important to know that M&A transactions necessitate additional IRS filing by both parties.  This affords the IRS the ability to ensure the transaction was reported the same way by both parties. Otherwise, you may increase your chances of being audited.

If a sale involves business assets (as opposed to stock or ownership interests), buyer and seller must generally report to the IRS.  What the IRS is interested in is the purchase price allocations that both use. This is done by preparing IRS Form 8594, “Asset Acquisition Statement”. This form is attached to each of their respective returns for the tax year that includes the transaction.

M&A transactions necessitate additional IRS filing: what’s reported?

When buying business assets in an M&A transaction, you must allocate the total purchase price to the specific assets that are acquired. The amount allocated to each asset then becomes its initial tax basis. For depreciable and amortizable assets, the initial tax basis of each asset determines the depreciation and amortization deductions for that asset after the acquisition. Depreciable and amortizable assets include:

• Equipment,
• Buildings and improvements,
• Software,
• Furniture, fixtures and
• Intangibles (including customer lists, licenses, patents, copyrights and goodwill).

There is other information, in addition to reporting the items above, you must also disclose on Form 8594. For instance, whether the parties entered into a:

• noncompete agreement,
• management contract, or
• similar agreementas

as well as the monetary consideration paid under each.

IRS scrutiny

The IRS may inspect the forms that are filed to see if the buyer and the seller use different allocations. If the IRS finds that different allocations are used, auditors may dig deeper and the investigation could expand beyond just the transaction. So, it’s in your best interest to ensure that both parties use the same allocations. Consider including this requirement in your asset purchase agreement at the time of the sale.

The tax implications of buying or selling a business are complicated. Price allocations are important because they affect future tax benefits. Both the buyer and the seller need to report them to the IRS in an identical way.  This avoids unwanted attention. To lock in the best postacquisition results, consult with me before finalizing any transaction.

(This is Blog Post #591)