Thank you for your reply. When both buyer & seller are s corps, they both need to make the 338h election to treat the purchase/sale of the now subsidiary s corp as an asset purchase vs a stock purchase thereby the parent maintains their s corp status. i have learned that both entities would file the 8023 election w/IRS then the parent would complete Form 8594. The seller will file a final 1120s as of the purchase date. As the purchaser acquired 80% of the seller, the seller ceases to exist for federal income tax purposes only as they will be consolidated with the parent. The buyer & seller businesses will remain in operation as their own "silos" except for financial statement and taxes reporting. The seller did not have much assets, only cash; I understand the election to be stating that the 80% of the seller is the asset and their is indeed a calculation to be determined for both purchaser & seller; however, I am not sure which is my question. I am deferring back to the purchase/sale attorney's team for additional guidance.