§ 1060 — Special Allocation Rules For Certain Asset Acquisitions

(a) In the case of any applicable asset acquisition, for purposes of determining both— (1) the transferee’s basis in such assets, and (2) the gain or loss of the transferor with respect to such acquisition, (b) Under regulations, the transferor and transferee in an applicable asset acquisition shall, at such times and in such manner as may be provided in such regulations, furnish to the Secretary the following information: (1) The amount of the consideration received for the assets which is allocated to section 197 intangibles. (2) Any modification of the amount described in paragraph (1). (3) Any other information with respect to other assets transferred in such acquisition as the Secretary deems necessary to carry out the provisions of this section. (c) For purposes of this section, the term “applicable asset acquisition” means any transfer (whether directly or indirectly)— (1) of assets which constitute a trade or business, and (2) with respect to which the transferee’s basis in such assets is determined wholly by reference to the consideration paid for such assets. (d) In the case of a distribution of partnership property or a transfer of an interest in a partnership— (1) the rules of subsection (a) shall apply but only for purposes of determining the value of section 197 intangibles for purposes of applying section 755, and (2) if section 755 applies, such distribution or transfer (as the case may be) shall be treated as an applicable asset acquisition for purposes of subsection (b). (1) If— (A) a person who is a 10-percent owner with respect to any entity transfers an interest in such entity, and (B) in connection with such transfer, such owner (or a related person) enters into an employment contract, covenant not to compete, royalty or lease agreement, or other agreement with the transferee, (2) For purposes of this subsection— (A) The term “10-percent owner” means, with respect to any entity, any person who holds 10 percent or more (by value) of the interests in such entity immediately before the transfer. (B) Section 318 shall apply in determining ownership of stock in a corporation. Similar principles shall apply in determining the ownership of interests in any other entity. (3) For purposes of this subsection, the term “related person” means any person who is related (within the meaning of section 267(b) or 707(b)(1)) to the 10-percent owner. (f) For provisions relating to penalties for failure to file a return required by this section, see section 6721.