This is what the irs instruction says about form 8594 

"Who Must File
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.) when there is a
transfer of a group of assets that makes
up a trade or business (defined below)
and the purchaser's basis in such assets
is determined wholly by the amount paid
for the assets. This applies whether the
group of assets constitutes a trade or
business in the hands of the seller, the
purchaser, or both."