A penalty may be imposed for failure to file Form 8804 when due (including extensions). The penalty for not filing Form 8804 when due is usually 5% of the unpaid tax for each month or part of a month the return is late, but not more than 25% of the unpaid tax.
Sellers usually prefer to allocate as much as possible to capital gain assets and intangibles rather than ordinary income assets, whereas buyers typically want to allocate to assets they can depreciate rapidly. Therefore, the allocation is often a negotiated component of a sales agreement.