Small Acquisition (Under $500K): Section 179 Expensing and Form 8594 Requirements
Smaller acquisitions often benefit from full Section 179 expensing for tangible assets, but goodwill still requires 15-year amortization. Even at this scale, proper Form 8594 allocation prevents IRS mismatch notices and ensures all available deductions are captured.
Section 179 may cover most tangible assets. The Section 179 deduction allows you to expense up to $1,220,000 (2024 limit) in qualifying equipment and property in the year you place it in service. For a sub-$500K deal, that limit likely absorbs most or all tangible asset costs, front-loading your deductions rather than spreading them over years of depreciation.
Goodwill still amortizes over 15 years. Whatever portion of the purchase price is allocated to goodwill under Section 197 cannot be expensed immediately. A $300K acquisition might allocate $150K to goodwill, producing $10,000 per year in amortization deductions for 15 years.
Form 8594 is still required. Even on small deals, both buyer and seller must report the purchase price allocation across asset classes. The IRS matches these filings, so disagreements get flagged.
The tradeoff: Simpler structure means lower advisory costs, but skipping professional allocation guidance on Form 8594 can leave significant deductions on the table or trigger an IRS mismatch notice.
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This guide cites 4 primary sources. All factual claims are traceable to the sources listed below.
- Tax Code26 USC 179: Election to expense certain depreciable business assets — Immediate expensing of qualifying tangible assets up to annual dollar limit
- Tax Code26 USC 197: Amortization of goodwill and certain other intangibles — 15-year straight-line amortization of goodwill acquired in a business acquisition
- IRSIRS: About Form 8594, Asset Acquisition Statement Under Section 1060 — Both buyer and seller must report purchase price allocation across asset classes
- IRSIRS Publication 946: How to Depreciate Property — Section 179 deduction limits and qualifying property rules