A corporation can make an election to treat a qualifying stock purchase as an asset purchase for federal income tax purposes. In an asset purchase, the buyer agrees to purchase specific assets and liabilities.This means that they only take on the risks of those specific assets. IRS Form 8594 defines seven asset classes to which the entire purchase price must be allocated. 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. Find Business and Personal Property Listing forms and Instructions on this page. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. The cost of an asset acquisition may exceed or be less than the fair value of the assets acquired and liabilities assumed. The agreement describes the assets that will be purchased, including important details like price, warranties, and breach of contract provisions.