Updated July 28, 2026. Quick answer: They do not. Treas. Reg. §1.1060-1(e)(1)(ii)(A) requires that the seller and purchaser each file an asset acquisition statement. Nothing in §1060, the regulation, or the form instructions requires the two filings to agree. What actually binds both parties is a written allocation agreement under §1060(a) — which is why allocation gets negotiated into the purchase contract.
What the statute actually binds
§1060(a) provides that where the parties “agree in writing as to the allocation of any consideration, or as to the fair market value of any of the assets, such agreement shall be binding on both the transferee and transferor unless the Secretary determines that such allocation … is not appropriate.”
| Required? | |
|---|---|
| Each side files Form 8594 | Yes |
| The two filings match | No rule requires it |
| A written allocation agreement | Not required — but it is the only thing that binds both of you |
So the allocation is a negotiation, not a compliance formality — and it is one of the last real value transfers in a deal. Absent a written agreement each side allocates independently under the residual method, and both sides are free to allocate in their own favour. That is a live dispute waiting to happen at audit, and it is settled far more cheaply in the purchase agreement than afterwards.
Why the two sides pull in opposite directions
The seller wants consideration in goodwill, which is capital gain. The buyer’s preferences run to classes with faster cost recovery. And equipment allocated to depreciable property produces ordinary recapture for the seller, which is the worst outcome on the seller’s side of the table.
The mechanics of how the residual method fills the classes are on a separate page.
Sources
IRC §453(a), (c), (d), (i); §453A(b), (c) and (d); Temp. Reg. §15a.453-1(c) and (d); §1060(a) and Treas. Reg. §1.1060-1(c) and (e); the asset classes at Treas. Reg. §1.338-6(b) as reproduced in the Instructions for Form 8594; §1042(a), (b), (c); §1202(a)(1) and (c)(1); §6621(a)(2). All read July 2026.
This states what the cited authority says. It is not tax advice, and retirement-plan design turns on facts about your business and your other entities that no page can see. Every dollar limit referenced here is indexed and changes annually.