The biggest difference is that an SPA is the sale of all shares, and an APA is the sale of selected assets. Therefore, they are both different transactions and have different procedures.
A penalty may be imposed for failure to file Form 8804 when due (including extensions). The penalty for not filing Form 8804 when due is usually 5% of the unpaid tax for each month or part of a month the return is late, but not more than 25% of the unpaid tax.
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.)
The sale of capital assets results in capital gain or loss. The sale of real property or depreciable property used in the business and held longer than 1 year results in gain or loss from a section 1231 transaction. The sale of inventory results in ordinary income or loss.
You must report the full amount of depreciation, allowed or allowable, up to the date of disposal when reporting the asset's disposal on the Federal Form 4797 Sales of Business Property, to compute the correct amount of gain. The gain is computed on Lines 20 thru 24 of Form 4797.
You'll use Schedule D to report capital gains and losses from selling or trading certain assets during the year. Capital assets include personal items like stocks, bonds, homes, cars, artwork, collectibles, and cryptocurrency. You need to report gains and losses from selling these assets.
The following tax forms are typically used when selling a business: Form 8594, Asset Acquisition Statement. Form 4797, Sales of Business Property.
Report losses due to worthless securities on Schedule D of Form 1040 and fill out Part I or Part II of Form 8949.