Instructions for Forms 8804, 

8805, and 8813

(Rev. November 2022)

Department of the Treasury

Internal Revenue Service

Section references are to the Internal Revenue Code 

unless otherwise noted.

Future Developments

For the latest information about developments related to 

Forms 8804, 8805, 8813, and their instructions, such as 

legislation enacted after they were published, go to 

IRS.gov/Form8804, IRS.gov/Form8805, and IRS.gov/

Form8813, respectively.

What’s New

Continuous-use form and instructions. Form 8804 

and these instructions have been converted from an 

annual revision to continuous use. Both the form and 

instructions will be updated as needed. For the most 

recent versions, go to IRS.gov/Form8804.

New lines on Form 8804. New lines 6f and 6g have 

been added for the partnership named on line 1(a) to 

report tax withheld from it under section 1446(f)(1) on the 

transfer of an interest in a partnership engaged in a trade 

or business in the United States. The partnership will 

report this withheld tax on line 6f if the transferred interest 

was in a non-publicly traded partnership (non-PTP) and 

on line 6g if the transferred interest was in a publicly 

traded partnership (PTP).

Reminders

Cross-crediting section 1446(f)(1) withholding 

against section 1446(a) withholding. Since January 1, 

2018, a foreign partnership has been subject to 

withholding under section 1446(f)(1) on the transfer of an 

interest in another partnership engaged in a U.S. trade or 

business (unless that interest is publicly traded) if:

1. The foreign partnership realized gain on the sale, 

and

2. Any portion of the gain would be treated under 

section 864(c)(8) as effectively connected with the 

conduct of a trade or business within the United States.

Under new regulations, for all transfers occurring since 

January 1, 2018, a partnership may claim a credit against 

its section 1446(a) tax liability for the amount withheld 

from it under section 1446(f)(1) to the extent that the 

amount is allocable to foreign partners. See T.D. 9919, 

available at IRS.gov/IRB/2020-48_IRB#TD-9919, Gains 

from sales of interests in partnerships engaged in a trade 

or business in the United States, later, and the instructions 

for Line 6f and Line 6g of Form 8804, later. For transfers 

occurring on or after January 1, 2018, a partnership that 

did not claim that credit against its section 1446(a) liability 

or file for a refund may file an amended return using Form 

8804. See Amended Form 8804, later.

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General Instructions

Purpose of Forms

Use Forms 8804, 8805, and 8813 to pay and report 

section 1446 withholding tax based on effectively 

connected taxable income (ECTI) allocable to foreign 

partners (as defined in section 1446(e)).

Use Form 8804 to report the total liability under section 

1446 for the partnership's tax year. Form 8804 is also a 

transmittal form for Form(s) 8805.

Use Form 8805 to show the amount of ECTI and the 

total tax credit allocable to the foreign partner for the 

partnership's tax year.

File a separate Form 8805 for each foreign partner. 

See Reporting to Partners and the instructions for Line 8b 

of Form 8805, later, to determine when Form 8805 is 

required even if no section 1446 withholding tax was paid. 

Attach Copy A of each Form 8805 to the Form 8804 filed 

with the IRS.

Foreign partners must attach Form 8805 to their U.S. 

income tax returns to claim a withholding credit for their 

shares of the section 1446 tax withheld by the partnership. 

Any U.S. person erroneously subjected to the withholding 

tax would also receive Form 8805 from a partnership, and 

the Form 8805 should be attached to the U.S. person's 

income tax return to claim a withholding credit. A 

partnership that receives a Form 8805 from a lower-tier 

partnership should see Tiered Partnerships, later.

Form 8805 can also be completed, in some cases, by a 

foreign trust or estate. A foreign partner that is a foreign 

trust or estate must complete Schedule T of Form 8805 to 

report to the trust’s or estate's beneficiaries the section 

1446 withholding tax that can be claimed as a withholding 

tax credit on the beneficiaries' income tax returns. See 

Schedule T—Beneficiary Information, later.

Use Form 8813 to pay the withholding tax under 

section 1446 to the United States Treasury. Form 8813 

must accompany each payment of section 1446 tax made 

during the partnership's tax year.

Taxpayer Identification Number (TIN)

To ensure proper crediting of the withholding tax when 

reporting to the IRS, a partnership must provide a U.S. 

Oct 04, 2022 Cat. No. 10393W
TIN for each foreign partner. The partnership should notify 

any of its foreign partners without such a number of the 

necessity of obtaining a U.S. TIN. An individual's TIN is 

the individual's social security number (SSN) or individual 

taxpayer identification number (ITIN). Certain individuals 

who don't have and aren't eligible to get an SSN can apply 

for an ITIN on Form W-7. The application is available at 

IRS.gov/ITIN. The TIN for a partner other than an 

individual is its U.S. employer identification number (EIN).

Applying for an EIN

Use EINs to identify estates, trusts, partnerships, and 

corporations. If you are required to have an EIN, apply for 

one at IRS.gov/EIN. If the principal business was created 

or organized outside of the United States or U.S. 

territories, you may also apply for an EIN by calling 

267-941-1099 (toll call).

Who Must File

Every partnership (other than a publicly traded partnership 

(PTP)) that has effectively connected gross income 

allocable to a foreign partner must file a Form 8804, 

regardless of whether it had ECTI allocable to a foreign 

partner. The partnership must also file a Form 8805 for 

each partner on whose behalf it paid section 1446 tax, 

regardless of whether the partnership made any 

distributions during its tax year. The partnership can 

designate a person to file the forms. The partnership, or 

person it designates, must file these forms even if the 

partnership has no withholding tax liability under section 

1446.

Who Must Sign Form 8804

The partnership can designate a partner or limited liability 

company (LLC) member to sign Form 8804. The paid 

preparer's space should remain blank if the form is 

completed by a partner or LLC member. If the form is 

completed by a paid preparer with a valid preparer tax 

identification number (PTIN), the paid preparer should 

complete the paid preparer's section.

Paid preparer. Generally, anyone who is paid to prepare 

the return must do the following.

• Sign the return in the space provided for the preparer's 

signature.

• Fill in the other blanks in the “Paid Preparer Use Only” 

area of the return. A paid preparer cannot use a social 

security number (SSN) in the “Paid Preparer Use Only” 

box. The paid preparer must use a PTIN.

• Give the partnership a copy of the return in addition to 

the copy to be filed with the IRS.

A paid preparer may sign original or amended returns 

by rubber stamp, mechanical device, or computer 

software program.

When To File

Forms 8804 and 8805

Generally, file these forms on or before the 15th day of the 

3rd month following the close of the partnership's tax year. 

For partnerships that keep their records and books of 

account outside the United States and Puerto Rico, the 

due date is the 15th day of the 6th month following the 

close of the partnership's tax year. If the partnership is 

permitted to file these forms on or before the 15th day of 

the 6th month, check the box at the top of Form 8804.

If a due date falls on a Saturday, Sunday, or legal 

holiday, file by the next business day.

File Forms 8804 and 8805 separately from Form 1065.

If you need more time, you can file Form 7004 to 

request an extension of time to file Form 8804.

Note. Filing a Form 7004 doesn't extend the time for 

payment of tax.

Form 8813

File on or before the 15th day of the 4th, 6th, 9th, and 12th 

months of the partnership's tax year for U.S. income tax 

purposes.

Where To File

File Forms 8804, 8805, and 8813 with:

Internal Revenue Service Center

P.O. Box 409101

Ogden, UT 84409

Amended Form 8804

A partnership can file an amended Form 8804 to correct a 

previously filed Form 8804. To do so, complete a new 

Form 8804 with the corrected information. Write 

“Amended” in the top margin of the form and write 

“Corrected” on any Forms 8805 attached to the Form 

8804. File the amended form with the address shown 

under Where To File, earlier.

For the requirements for and the limits on obtaining a 

refund of the 1446 tax based on an amended Form 8804, 

see Regulations section 1.1446-3(d)(2)(iv).

Requirement To Make Withholding 

Tax Payments

A foreign or domestic partnership that has ECTI allocable 

to a foreign partner must pay a withholding tax equal to 

the applicable percentage of the ECTI that is allocable to 

its foreign partners. However, this requirement doesn't 

apply to a partnership treated as a corporation under the 

general rule of section 7704(a). ECTI and applicable 

percentage are defined later.

Withholding Agents

For ease of reference, these instructions refer to various 

requirements applicable to withholding agents as 

requirements applicable to partnerships themselves.

Determining if a Partner Is a Foreign 

Person

A partnership must determine if any partner is a foreign 

partner subject to section 1446. A foreign partner (as 

defined in section 1446(e)) is any partner who isn't a U.S. 

person, as defined in section 7701(a)(30). As such, a 

foreign person includes a nonresident alien individual, 

foreign corporation, foreign partnership, foreign trust or 

estate, or a foreign organization described in section 

501(c).

-2- Instr. for Forms 8804, 8805, and 8813 (Rev. 11-2022)
A partnership can determine a partner's foreign or 

nonforeign status by relying on a W-8 form (for example, 

Form W-8BEN), Form W-9, an acceptable substitute form, 

or by other means. See Form of certification and Use of 

Means Other Than Certification, later. Also, see 

Regulations section 1.1446-1(c) for additional information.

Certification of Nonforeign Status

In general, a partnership can determine that a partner isn't 

a foreign person by obtaining a Form W-9 from the 

partner. A partnership that has obtained this certification 

can rely on it to establish the nonforeign status of a 

partner. See Effect of certification, later.

Form of certification. Generally, a partnership can 

determine a partner's foreign or nonforeign status by 

obtaining one of the following withholding certificates from 

the partner.

• Form W-8BEN.

• Form W-8BEN-E.

• Form W-8ECI.

• Form W-8EXP.

• Form W-8IMY.

• Form W-9.

• An acceptable substitute form (as described in 

Regulations section 1.1446-1(c)(5)).

• A statement required from a domestic grantor trust (as 

described in Regulations section 1.1446-1(c)(2)(ii)(E)) 

with the necessary documentation required for the trust 

and the grantor.

Effect of certification. Generally, a partnership that has 

obtained a withholding certificate (for example, a W-8 

form or Form W-9) according to the rules in these 

instructions can rely on the certification to determine 

whether the partner is a foreign or nonforeign partner for 

purposes of figuring the section 1446 withholding tax, and 

if such partner is a foreign partner, to determine whether 

or not such partner is a corporation for U.S. tax purposes. 

The partnership can also use the withholding certificate to 

determine that the partner isn't subject to withholding. A 

partnership can’t rely on a withholding certificate if it 

knows or has reason to know that any information 

provided on the withholding certificate is incorrect or 

unreliable, and based on that information the partnership 

should pay more section 1446 withholding tax. Under 

those circumstances, the certificate isn't valid.

The partnership won't be subject to penalties for its 

failure to pay the section 1446 withholding tax prior to the 

date that it knows or has reason to know that the 

certificate isn't valid. However, the partnership is fully 

liable for section 1446 withholding tax for the year, as well 

as penalties and interest, starting with the installment 

period or Form 8804 filing period during which it knows or 

has reason to know that the certificate isn't valid. See 

Regulations section 1.1446-1(c)(2)(iii).

Requirements for certificates to be valid. Generally, 

the validity of a Form W-9 is determined under section 

3406 and Regulations section 31.3406(h)-3(e). A W-8 

form is only valid if:

• Its validity period hasn't expired,

• The partner submitting the form has signed it under 

penalties of perjury, and

• It contains all the required information.

See Regulations section 1.1446-1(c)(2)(iv) for more 

details.

Change in circumstances. A partner must provide a 

new withholding certificate when there is a change in 

circumstances. The principles of Regulations section 

1.1441-1(e)(4)(ii)(D) shall apply when a change in 

circumstances has occurred (including situations where 

the status of a U.S. person changes) that requires a 

partner to provide a new withholding certificate.

How long to keep the certifications. A partnership or 

nominee who has responsibility for paying the section 

1446 withholding tax must retain each withholding 

certificate, statement, and other information received from 

its direct and indirect partners for as long as it can be 

relevant to the determination of the withholding agent's 

section 1446 tax liability under section 1461 and the 

regulations thereunder.

Use of Means Other Than Certification

A partnership isn't required to obtain a Form W-9. It can 

rely on other means to learn the nonforeign status of the 

partner. But if the partnership relies on other means and 

erroneously determines that the partner wasn’t a foreign 

person, the partnership will be held liable for payment of 

the tax, any applicable penalties, and interest. A 

partnership isn't required to rely on other means to 

determine the nonforeign status of a partner and can 

demand a Form W-9. If a certification isn't provided, the 

partnership can presume the partner is foreign and will be 

considered for purposes of sections 1461 through 1463 to 

have been required to withhold section 1446 tax.

Effectively Connected Taxable 

Income (ECTI)

Definition

ECTI is the excess of the gross income of the partnership 

that is effectively connected under section 864(c), or 

treated as effectively connected with the conduct of a U.S. 

trade or business, over the allowable deductions that are 

connected to such income. See Pub. 519 for detailed 

instructions regarding the calculation of ECTI. For 

purposes of these instructions, figure this income with the 

following statutory adjustments.

1. Section 703(a)(1) doesn't apply.

2. The partnership is allowed a deduction for depletion 

of oil and gas wells, but the amount of the deduction must 

be determined without regard to sections 613 and 613A.

3. The partnership can’t take into account items of 

income, gain, loss, or deduction allocable to any partner 

that isn't a foreign partner.

See Regulations section 1.1446-2 for additional 

adjustments that can be required.

A partnership's ECTI includes partnership income 

subject to a partner's election under section 871(d) or 

882(d) (election to treat real property income as income 

connected with a U.S. business). It also includes any 

partnership income treated as effectively connected with 

the conduct of a U.S. trade or business under section 897 

(disposition of investment in U.S. real property), and other 

Instr. for Forms 8804, 8805, and 8813 (Rev. 11-2022) -3-
items of partnership income treated as effectively 

connected under other provisions of the Internal Revenue 

Code, regardless of whether those amounts are taxable to 

the partner.

See Regulations section 1.1446-2 for additional 

information for calculating ECTI.

Amount Allocable to Foreign Partners

The amount of a partnership's ECTI for the partnership's 

tax year allocable to a foreign partner under section 704 

equals (a) the foreign partner's distributive share of 

effectively connected gross income of the partnership for 

the partnership's tax year that is properly allocable to the 

partner under section 704, minus (b) the foreign partner's 

distributive share of deductions of the partnership for that 

year that are connected with that income under section 

873(a) or section 882(c) and that are properly allocable to 

the partner under section 704. This income must be 

figured by taking into account any adjustments to the 

basis of the partnership property described in section 743 

according to the partnership's election under section 754. 

Also, a partnership's ECTI isn't allocable to a foreign 

partner to the extent the amounts are exempt from U.S. 

tax for that partner by a treaty or reciprocal agreement, or 

a provision of the Code.

Certification of Deductions and 

Losses

A foreign partner, in certain circumstances, can certify to 

the partnership that it has deductions and losses it 

reasonably expects to be available to reduce the partner's 

U.S. income tax liability on the partner's allocable share of 

effectively connected income or gain from the partnership. 

In certain circumstances, the partnership can consider 

and rely on these deductions and losses to reduce the 

partnership's section 1446 tax.

Note. Foreign partners must submit all certificates 

(including updated certificates) using Form 8804-C. See 

Form 8804-C and its instructions, and Regulations section 

1.1446-6 for additional information.

Reductions for State and Local Taxes

In addition to any deductions and losses certified by a 

foreign partner to the partnership (see Certification of 

Deductions and Losses, earlier), the partnership can 

consider as a deduction of such partner 90% (0.90) of any 

state and local income taxes withheld and remitted by the 

partnership on behalf of such partner with respect to the 

partner's allocable share of partnership ECTI. The 

partnership can consider the amount of state and local 

taxes of the foreign partner regardless of whether the 

foreign partner submits a certificate to the partnership.

Note. Don't deduct state and local taxes paid on behalf of 

the partnership. The partnership can only consider as a 

deduction of a partner the partner's own state and 

local income taxes the partnership withholds and remits 

on the partner's behalf with respect to the partner's 

allocable share of partnership ECTI.

Amount of Withholding Tax

Figuring the Tax Payments

Under section 1446, a partnership must make four 

installment payments of withholding tax during the tax 

year.

Amount of each installment payment of withholding 

tax. In general, the amount of a partnership's installment 

payment is equal to the sum of the installment payments 

for each of the partnership's foreign partners. A 

partnership will generally determine the amount of the 

installment payment for each of its foreign partners by 

applying the principles of section 6655 and Regulations 

section 1.1446-3. To do so, use Form 8804-W.

Applicable percentage. For all corporate partners, the 

section 1446 applicable percentage is 21% (0.21).

For all non-corporate foreign partners, the section 1446 

applicable percentage is generally 37% (0.37). However, 

in some circumstances, the partnership can consider the 

highest rate applicable to a particular type of income 

allocated to a non-corporate partner if such partner would 

be entitled to use a preferential rate on such income or 

gain.

The facts and circumstances of a partner that the 

partnership knows or has reason to know may determine 

if the partner would be entitled to a preferential rate on 

such income or gain. For example, the partner would not 

be entitled to a preferential rate if the partnership’s income 

that otherwise is long-term capital gain is a type that is 

treated with respect to the partner as short-term capital 

gain under section 1061.

See Regulations section 1.1446-3(a)(2) for additional 

information.

When to make the payment. Make installment 

payments of the withholding tax under section 1446 with 

Form 8813 by the applicable due dates during the tax year 

of the partnership in which the income is earned. The 

partnership must generally make the installment 

payments for each foreign partner on or before the 15th 

day of the 4th, 6th, 9th, and 12th months of the 

partnership's tax year.

Generally, pay any additional amounts due when filing 

Form 8804. However, if the partnership files Form 7004 to 

request an extension of time to file Form 8804, pay the 

balance of section 1446 withholding tax estimated to be 

due with Form 7004 in order to avoid the late payment 

penalty.

Coordination With Other Withholding Rules

Interest, Dividends, etc.

Fixed or determinable annual or periodical (FDAP) income 

subject to tax under section 871(a) or 881 isn't included in 

the partnership's ECTI under section 1446. However, 

these amounts are independently subject to withholding 

under the requirements of sections 1441 and 1442 and 

their regulations.

-4- Instr. for Forms 8804, 8805, and 8813 (Rev. 11-2022)
Real Property Gains

Domestic partnerships. Domestic partnerships subject 

to the withholding requirements of section 1446 aren't 

subject to the payment and reporting requirements of 

section 1445(e)(1) and its regulations for income from the 

disposition of a U.S. real property interest (USRPI). A 

domestic partnership's compliance with the requirement 

to pay a withholding tax under section 1446 satisfies the 

requirements under section 1445 for dispositions of 

USRPIs. However, a domestic partnership that would 

otherwise be exempt from section 1445 withholding by 

operation of a nonrecognition provision must continue to 

comply with the requirements of Regulations section 

1.1445-5(b)(2).

Foreign partnerships. A foreign partnership subject to 

withholding under section 1445(a) during a tax year will be 

allowed to credit the amount withheld under section 

1445(a), to the extent such amount is allocable to foreign 

partners, against its liability to pay the section 1446 

withholding tax for that year. This credit is allowed on 

line 6d or 6e of the Form 8804 filed by the foreign 

partnership.

Gains from sales of interests in partnerships engaged in a trade or business in the United States. A 

foreign partnership subject to withholding under section 

1446(f)(1) during a tax year will be allowed to credit the 

amount withheld under section 1446(f)(1), to the extent 

that amount is allocable to foreign partners, against its 

liability to pay the section 1446 withholding tax for that 

year. This credit is allowed on line 6f or 6g of the Form 

8804 filed by the foreign partnership.

Reporting to Partners

When making an installment payment of the section 1446 

withholding tax, a partnership must notify all foreign 

partners of their allocable shares of any section 1446 

withholding tax paid by the partnership. The partners use 

this information to adjust the amount of estimated tax that 

they must otherwise pay to the IRS. The notification to the 

foreign partners must be provided within 10 days of the 

installment due date, or, if paid , the date the installment 

payment is made. See Regulations section 1.1446-3(d)(1)

(i) for information that must be included in the notification 

and for exceptions to the notification requirement.

If a partnership has gross effectively connected 

income, it must file a separate Form 8805 for each partner 

for whom it paid section 1446 tax. In addition, if the 

partnership reduces ECTI for state and local income tax 

deductions permitted under Regulations section 

1.1446-6(c)(1)(iii) or relies on a Form 8804-C it receives 

from a partner to reduce its section 1446 tax, it must 

complete a Form 8805 for the partner even if no tax is paid 

on behalf of the partner. The foreign partner must also 

receive a copy of its Form 8805 by the due date of the 

partnership return (including extensions). The partnership 

must also issue a Form 8805 to any U.S. person 

erroneously subjected to withholding tax by the due date 

of the partnership return (including extensions).

A foreign partner that is a foreign trust or estate must 

provide to each of its beneficiaries a Form 8805 

completed as described under Schedule T– Beneficiary 

Information, later.

Interest and Penalties

Interest

Interest is charged on taxes not paid by the due date, 

even if an extension of time to file is granted. Interest is 

also charged on penalties imposed for failure to file, 

negligence, fraud, and substantial understatements of tax 

from the due date (including extensions) to the date of 

payment. The interest charge is figured at a rate 

determined under section 6621.

Late Filing of Form 8804

A partnership that fails to file Form 8804 when due 

(including extensions of time to file) can generally be 

subject to a penalty of 5% (0.05) of the unpaid tax for each 

month or part of a month the return is late, up to a 

maximum of 25% (0.25) of the unpaid tax. The penalty 

won't apply if the partnership can show reasonable cause 

for filing late.

If Form 8804 is filed more than 60 days late, the 

minimum penalty will be $450, or the amount of any tax 

owed, whichever is smaller.

If you receive a notice about penalty and interest after 

you file Form 8804, send us an explanation and we will 

determine if you meet reasonable-cause criteria. Don't 

attach an explanation when you file Form 8804.

Late Filing of Correct Form 8805

A penalty can be imposed for failure to file each Form 

8805 when due (including extensions). The penalty can 

also be imposed for failure to include all required 

information on Form 8805 or for furnishing incorrect 

information. The penalty is based on when a correct Form 

8805 is filed.

The penalty for each failure to file a correct 2022 Form 

8805 is $290, with a maximum penalty of $3,532,500. See 

section 3.57 of Rev. Proc. 2021-45, I.R.B. 2021-48 775, 

available at IRS.gov/irb/2021-48_IRB#REVPROC-2021-45, for more information.

There are some situations where the penalty under 

section 6721 is reduced or eliminated. This can apply if 

the partnership:

• Has average annual gross receipts of not more than $5 

million during a specified period of time,

• Corrects the failure to file within a specified period, or

• Has a de minimis number of failures to file correct 

Forms 8805.

There can also be a higher penalty imposed when the 

failure is due to intentional disregard of the requirement to 

file timely correct information returns. For more 

information, see Rev. Proc. 2021-45, section 3.57.

Reasonable cause. A partnership can seek a waiver of 

the penalty if the partnership can establish it had 

reasonable cause for the failure.

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Failure To Furnish Correct Form 8805 to 

Recipient

A penalty can be imposed for each failure to furnish Form 

8805 to the recipient when due. The penalty can also be 

imposed for each failure to give the recipient all required 

information on each Form 8805 or for furnishing incorrect 

information.

The penalty for each failure to furnish a correct 2022 

Form 8805 to the recipient is $290, with a maximum 

penalty of $3,532,500. For more information, see Rev. 

Proc. 2021-45, section 3.58.

There are some situations where the penalty under 

section 6722 is reduced or eliminated. This can apply if 

the partnership:

• Has average annual gross receipts of not more than $5 

million during a specified period of time,

• Corrects the failure to furnish within a specified period, 

or

• Has a de minimis number of failures to furnish correct 

Forms 8805.

There can also be a higher penalty imposed when the 

failure is due to intentional disregard of the requirement to 

furnish timely correct information returns. For more 

information, see Rev. Proc. 2021-45, section 3.58.

Reasonable cause. A partnership can seek a waiver of 

the penalty if the partnership can establish it had 

reasonable cause for the failure.

Late Payment of Tax

The penalty for not paying tax when due is usually 1/2 of 

1% (0.005) of the unpaid tax for each month or part of a 

month the tax is unpaid. The penalty can’t exceed 25% 

(0.25) of the unpaid tax. The penalty won't apply if the 

partnership can show reasonable cause for paying late.

If you receive a notice about penalty and interest after 

you file Form 8804, send us an explanation and we will 

determine if you meet reasonable-cause criteria. Don't 

attach an explanation when you file Form 8804.

Failure To Withhold and Pay Over Tax

Any person required to withhold, account for, and pay 

over the withholding tax under section 1446, but who fails 

to do so, can be subject to a civil penalty under section 

6672. The civil penalty is equal to the amount that should 

have been withheld and paid over.

Other Penalties

Penalties can also be imposed, absent reasonable cause 

and good faith, for failing to accurately report the amount 

of tax required to be shown on a return, if any portion of 

the resulting underpayment is attributable to negligence, 

substantial understatement of income tax, valuation 

misstatement, or fraud. See sections 6662 and 6663.

Treatment of Partners

A partnership's payment of section 1446 withholding tax 

on ECTI allocable to a foreign partner generally relates to 

the partner's U.S. income tax liability for the partner's tax 

year in which the partner is subject to U.S. tax on that 

income.

Amounts paid by the partnership under section 1446 on 

ECTI allocable to a partner are allowed to the partner as a 

credit under section 33. The partner can’t claim an early 

refund of withholding tax paid under section 1446.

Amounts paid by a partnership under section 1446 for a 

partner are to be treated as distributions made to that 

partner on the earliest of the following.

1. The day on which this tax was paid by the 

partnership.

2. The last day of the partnership's tax year for which 

the amount was paid.

3. The last day on which the partner owned an interest 

in the partnership during that year.

However, the amount of section 1446 withholding tax 

paid during a tax year by the partnership is generally 

treated as an advance or draw under Regulations section 

1.731-1(a)(1)(ii) to the extent of the partner's share of 

income for the partnership year. See Regulations section 

1.1446-3(d)(2)(v) for more details.

A partner that wishes to claim a credit against its U.S. 

income tax liability for amounts withheld and paid under 

section 1446 must attach Copy C of Form 8805 to its U.S. 

income tax return for the tax year in which it claims the 

credit.

See Regulations section 1.1446-3(d)(2) for additional 

information.

Publicly Traded Partnerships (PTPs)

A PTP is any partnership whose interests are regularly 

traded on an established securities market (regardless of 

the number of its partners). However, this doesn't include 

a PTP treated as a corporation under the general rule of 

section 7704(a).

A PTP that has effectively connected income, gain, or 

loss must withhold tax on distributions of that income 

made to its foreign partners. The rate is 37% (0.37) for 

non-corporate foreign partners, and 21% (0.21) for 

corporate partners. The PTP can’t consider preferential 

rates when figuring the section 1446 withholding tax for a 

partner. The partnership uses Form 1042, Form 1042-S, 

and Form 1042-T to report withholding from distributions 

instead of following these instructions. It must also comply 

with the regulations under section 1461 and Regulations 

section 1.6302-2.

Tiered Partnerships

The term “tiered partnership” describes the situation in 

which a partnership owns an interest in another 

partnership. The former is an “upper-tier partnership” and 

the latter is a “lower-tier partnership.” An upper-tier 

partnership that owns a partnership interest in a lower-tier 

partnership is allowed a credit against its own section 

1446 withholding tax liability for any section 1446 

withholding tax paid by the lower-tier partnership for that 

partnership interest.

If an upper-tier partnership provides appropriate 

documentation to a lower-tier partnership, the lower-tier 

partnership can look through the partnership to the 

partners of such upper-tier partnership in determining its 

section 1446 withholding tax due. The look-through can 

-6- Instr. for Forms 8804, 8805, and 8813 (Rev. 11-2022)
apply only with respect to the portion of the upper-tier 

partnership's allocation that is allocable to partners of 

such partnership for which appropriate documentation 

has been received by the lower-tier partnership. For more 

information, see Regulations section 1.1446-5(c) for 

upper-tier foreign partnerships and Regulations section 

1.1446-5(e) for upper-tier domestic partnerships. See 

Regulations section 1.1446-5(b) for reporting 

requirements.

Note. The look-through rules, referred to above, apply 

only for purposes of the lower-tier partnership's 

calculation of its section 1446 withholding tax liability. It 

doesn't affect the upper-tier partnership's reporting 

requirements with respect to Forms 8804 and 8805 as set 

forth in the next paragraph and elsewhere in these 

instructions.

An upper-tier partnership that has had section 1446 

withholding tax payments made on its behalf by a 

lower-tier partnership will receive a copy of Form 1042-S 

or Form 8805 from the lower-tier partnership. The 

upper-tier partnership must in turn file these forms with its 

Form 8804 and treat the amount withheld by the lower-tier 

partnership as a credit against its own liability to withhold 

under section 1446. This credit is allowed on line 6b or 

line 6c of the Form 8804 filed by the upper-tier 

partnership. The upper-tier partnership must also provide 

to its partners the information described in Reporting to 

Partners, earlier. These statements and forms will enable 

those partners to obtain appropriate credit for tax withheld 

under section 1446.

See Regulations section 1.1446-5 for additional 

information.

Specific Instructions

Address

When providing a U.S. address on Form 8804, 8805, or 

8813, include the suite, room, or other unit number after 

the street address. If the post office doesn't deliver mail to 

the street address and the partnership (or withholding 

agent) has a P.O. box, show the box number instead of 

the street address. If the partnership (or withholding 

agent) receives its mail in care of a third party (such as an 

accountant or an attorney), enter on the street address 

line “c/o” followed by the third party's name and street 

address or P.O. box.

When providing a foreign address on Form 8804, 8805, 

or 8813, enter the number and street, city or town, state or 

province, the name of the country, and ZIP or foreign 

postal code. Follow the foreign country's practice in 

placing the postal code in the address. Don't abbreviate 

the country name.

Form 8804

Lines 1c, 1d, 2c, and 2d

See Address, earlier.

Lines 4a, 4e, 4i, 4m, and 4q

Figure the partnership's ECTI using the definition, earlier, 

under Effectively Connected Taxable Income (ECTI). 

Enter the total ECTI allocable to foreign partners (by 

income type) on lines 4a, 4e, 4i, 4m, and 4q. With respect 

to lines 4i, 4m, and 4q, enter the specified types of income 

allocable to non-corporate partners if appropriate 

documentation is received and such partners would be 

entitled to use a preferential rate on such income or gain. 

See Regulations section 1.1446-3(a)(2) for additional 

information.

If the partnership has net ordinary loss, net short-term 

capital loss, or net 28% rate loss, each net loss should be 

netted against the appropriate categories of income and 

gain to determine the amounts of income and gain to be 

entered on lines 4a, 4e, 4i, 4m, and 4q, respectively. 

Don't enter a negative number on lines 4a, 4e, 4i, 4m, and 

4q. See section 1(h) and Notice 97-59, 1997-45 I.R.B. 7, 

available at IRS.gov/pub/irs-irbs/irb97-45.pdf, for the rules 

for netting gains and losses.

Note. If the partnership relied on a certificate the partner 

submitted under Regulations section 1.1446-6(c)(1)(ii) to 

determine that the partnership is not required to pay any 

section 1446 withholding tax with respect to that partner, 

reduce the ECTI on line 4 of Form 8804 by any amount 

allocable to that foreign partner. See Form 8804-C, Part 

III.

Note. Partnership ECTI on which a foreign partner is 

exempt from U.S. tax by a treaty or other reciprocal 

agreement isn't allocable to that partner and is exempt 

from withholding under section 1446. However, this 

exemption from section 1446 withholding must be 

reported on Form 8805. See the instructions for Line 8b of 

Form 8805, later.

Lines 4b, 4f, 4j, 4n, and 4r

Enter the reduction amounts for state and local taxes 

under Regulations section 1.1446-6(c)(1)(iii). See 

Reductions for State and Local Taxes, earlier, for 

additional information. The netting rules under section 

1(h) and Notice 97-59 must be considered in determining 

the category of income the reduction amounts offset.

Lines 4c, 4g, 4k, 4o, and 4s

Enter the reduction amounts resulting from certified 

partner-level items received from foreign partners using 

Form 8804-C. See Certification of Deductions and 

Losses, earlier, for additional information. The netting 

rules under section 1(h) and Notice 97-59 must be 

considered in determining the category of income the 

reduction amounts offset.

Line 5f

Add lines 5a through 5e.

Line 6

If the partnership is claiming a credit on lines 6b through 

6g related to a form it received, the partnership must 

attach that form to its Form 8804 to obtain that credit.

Line 6b

If the partnership is an upper-tier partnership in one or 

more lower-tier partnerships, enter on line 6b the amount 

of section 1446 tax withheld on ECTI by lower-tier 

Instr. for Forms 8804, 8805, and 8813 (Rev. 11-2022) -7-
partnerships with respect to ECTI allocable to the 

upper-tier partnership (see Tiered Partnerships, earlier). 

The amount withheld will be shown on line 10 of the Form 

8805 the partnership receives from the lower-tier 

partnership.

Line 6c

Enter on line 6c the amount of section 1446 tax withheld 

on ECTI by a lower-tier PTP that is reported to the 

partnership on Form 1042-S. On Form 1042-S, box 7a will 

show the amount withheld, and box 1 will show income 

code 27.

Line 6d

Line 6d applies to partnerships treated as foreign persons 

that are subject to withholding under section 1445(a) or 

1445(e)(1) upon the disposition of a USRPI.

Enter on line 6d the amount of tax withheld from the 

partnership under section 1445(a), but only to the extent 

that the amount is allocable to foreign partners, or 

withheld by the partnership under section 1445(e)(1). On 

Form 8288-A, box 4 will show the amount withheld, and 

box 5a will be checked.

Line 6e

Enter on line 6e the amount of section 1445(e) tax 

withheld on a distribution by a domestic trust to the 

partnership with respect to the disposition of a USRPI by 

the trust. On Form 1042-S, box 7a will show the amount 

withheld that the partnership received from the trust, and 

box 1 will show income code 25 or 26.

Line 6f

Enter on line 6f the amount of section 1446(f)(1) tax 

withheld from the partnership on a transfer of an interest in 

a non-PTP engaged in the conduct of a U.S. trade or 

business, but only to the extent that the amount is 

allocable to foreign partners. On Form 8288-A, box 4 will 

show the amount withheld, and box 5b will be checked.

Line 6g

Enter on line 6g the amount of section 1446(f)(1) tax 

withheld from the partnership on a transfer of an interest in 

a PTP engaged in the conduct of a U. S. trade or 

business, but only to the extent that the amount is 

allocable to foreign partners. On Form 1042-S, box 7a will 

show the amount withheld, and box 1 will show income 

code 57.

Line 8

If Schedule A (Form 8804) is attached, check the box on 

line 8 and enter the amount of any penalty on this line.

Failure to pay withholding as required. A penalty will 

be imposed if the partnership failed to make its four 

installment payments of withholding during the tax year as 

required. If a penalty is due, the partnership should figure 

the penalty using Schedule A (Form 8804) and enter it on 

line 8. If the partnership failed to pay withholding tax as 

required, and a completed Schedule A (Form 8804) is not 

attached to the return, the IRS will figure the penalty 

without regard to any exceptions that may apply on 

Schedule A (Form 8804). For more information, see the 

Instructions for Schedule A (Form 8804).

Line 12

If the partnership has an overpayment on line 11, it can 

allocate some or all of that amount to its partners. Enter 

the amount of the overpayment it wishes to allocate to its 

partners on line 12. Include the amount allocated to each 

partner in the amount reported on line 10 of Form 8805.

Paid Preparer

Generally, anyone you pay to prepare Form 8804 must 

sign it and include their PTIN in the space provided. See 

Who Must Sign Form 8804, earlier.

Form 8805

Line 1b

A partnership must pay the withholding tax for a foreign 

partner even if it doesn't have a U.S. TIN for that partner. 

See Taxpayer Identification Number (TIN), earlier, for 

details.

Line 1c

See Address, earlier.

Line 3

Enter the type of partner (for example, individual, 

corporation, partnership, trust, estate).

Line 4

Enter the applicable two-letter code from the list at 

IRS.gov/CountryCodes for the country of which the 

partner is a resident for tax purposes. These codes are 

used by the IRS to provide information to all tax treaty 

countries for purposes of their tax administration.

Line 5c

See Address, earlier.

Line 8b

Check the box on this line if any of the partnership's ECTI 

is treated as not allocable to the foreign partner identified 

on line 1a and therefore exempt from section 1446 

withholding because the income is exempt from U.S. tax 

for that foreign partner by a treaty, reciprocal exemption, 

or a provision of the Internal Revenue Code.

Line 9

Enter the partnership ECTI allocable to the foreign partner 

(before considering any state and local income tax 

reduction permitted under Regulations section 

1.1446-6(c)(1)(iii) or any reduction amounts resulting from 

certified partner-level items received from foreign partners 

using Form 8804-C).

The partnership must provide a statement (generally, 

Schedule K-1 (Form 1065)) to the foreign partner that lists 

each type of ECTI included on line 9. The types of ECTI 

that can be included on line 9 are:

• Ordinary income;

• 28% rate gains;

• Unrecaptured section 1250 gains; and

-8- Instr. for Forms 8804, 8805, and 8813 (Rev. 11-2022)
• Adjusted net capital gain, including qualified dividend 

income and net section 1231 gains.

The partnership must also provide any additional 

information to foreign partners that they may reasonably 

need to complete Schedule P (Form 1120-F).

Line 10

To figure the total tax credit allowed to a foreign partner 

under section 1446, subtract from each type of ECTI 

allocable to the foreign partner the amount of any state 

and local income tax reduction permitted under 

Regulations section 1.1446-6(c)(1)(iii) and any reduction 

amounts resulting from certified partner-level items 

received from foreign partners, using Form 8804-C, that 

the partnership considered in determining that partner's 

portion of the section 1446 withholding tax due. Then, 

multiply each net amount by the applicable percentage 

(see Applicable percentage, earlier). Finally, total the 

resulting amounts.

Note. If the partnership relied on a certificate the partner 

submitted under Regulations section 1.1446-6(c)(1)(ii) to 

determine that the partnership isn't required to pay any 

section 1446 withholding tax with respect to that partner, 

enter -0- on line 10. See Form 8804-C, Part III.

Attachments

The partnership is required to attach to Form 8805 the 

calculation described in the first paragraph of these 

line 10 instructions. Furthermore, if the total section 1446 

withholding tax paid for a partner has been reduced as a 

result of the state and local income tax reduction 

permitted under Regulations section 1.1446-6(c)(1)(iii) or 

as a result of relying in whole or in part on a partner's 

Form 8804-C, then the documentation described below 

must also be attached to the Form 8805 for that partner.

• If the total section 1446 withholding tax paid for the 

partner has been reduced because the partnership relied 

on a Form 8804-C, attach that Form 8804-C to the 

partner's Form 8805.

• A statement showing the calculation of the tax due 

relating to the partner if any Forms 8804-C were relied on. 

See Regulations section 1.1446-6(d)(3)(i).

• If the total section 1446 withholding tax paid for the 

partner has been reduced based on the state and local 

income tax reduction permitted under Regulations section 

1.1446-6(c)(1)(iii), attach a statement showing the 

calculation of the tax due.

Note. With respect to the last two bulleted items, a 

statement showing one calculation for both items is 

permitted.

A partnership must attach all applicable items 

referred to above to reduce its section 1446 

withholding tax due by either of the reductions 

referred to above.

Schedule T—Beneficiary Information

If the foreign partner is a foreign trust or estate, the foreign 

trust or estate must provide to each of its beneficiaries a 

copy of the Form 8805 furnished by the partnership. In 

addition, the foreign trust or estate must complete 

CAUTION

!

Schedule T for each of its beneficiaries and must provide 

that Schedule T information to each beneficiary.

The foreign trust or estate can provide all of the 

information listed in the previous paragraph on a single 

Form 8805 for each of its beneficiaries. In this case, the 

information provided in boxes 1a through 10 will be the 

same for all of the beneficiaries, but the information 

provided on Schedule T can vary from beneficiary to 

beneficiary, depending on the ownership interests of the 

respective beneficiaries.

Form 1040-NR. A foreign trust or estate must attach to 

the Form 1040-NR it files any Form(s) 8805 it receives 

and copies of the Form(s) 8805 it must furnish to its 

beneficiaries with the Schedule(s) T completed.

Line 11c

See Address, earlier.

Line 12

Enter the amount of ECTI on line 9 to be included in the 

beneficiary's gross income. The foreign trust or estate 

must provide a statement to each of its beneficiaries that 

lists each type of ECTI included on line 12. The types of 

ECTI that can be included on line 12 are:

• Ordinary income;

• 28% rate gains;

• Unrecaptured section 1250 gains; and

• Adjusted net capital gain, including qualified dividend 

income and net section 1231 gains.

Line 13

To determine the total tax credit allowed to a beneficiary 

under section 1446, multiply each type of ECTI on line 12 

by the applicable percentage (see Applicable percentage, 

earlier).

Form 8813

Line 1

A partnership without a U.S. EIN must obtain one and 

must pay any section 1446 withholding tax due (see 

Applying for an EIN, earlier). If the partnership hasn't 

received an EIN by the time it files Form 8813, indicate on 

line 1 of Form 8813 the date the partnership applied for its 

EIN. On receipt of its EIN, the partnership must 

immediately send that number to the IRS using the 

address as shown under Where To File, earlier. Failure to 

provide an EIN can delay processing of payments on 

behalf of the partners.

Line 2

See Amount of each installment payment of withholding 

tax, earlier, for information on figuring the amount of the 

payment.

Line 3

See Address, earlier.

Attachments

If the total section 1446 withholding tax paid for an 

installment period has been reduced as a result of the 

state and local income tax reduction permitted under 

Instr. for Forms 8804, 8805, and 8813 (Rev. 11-2022) -9-
Regulations section 1.1446-6(c)(1)(iii) or as a result of 

relying in whole or in part on a partner's Form 8804-C, 

then the documentation described later must be attached 

to all Forms 8813 starting with the first installment period 

in which the certificate was considered. Under these 

circumstances, a partnership must file Form 8813 for an 

installment period even if no section 1446 withholding tax 

is due.

The required documentation is as follows.

• If the partnership reduced an installment payment 

because it relied on Forms 8804-C, attach all such Forms 

8804-C to Form 8813. If the same Form 8804-C for a 

partner is used in a subsequent installment period, see 

Regulations section 1.1446-6(d)(3)(i) for a substitute to 

attaching that Form 8804-C to the Form 8813 for 

subsequent installment periods.

• A statement showing the calculation of the tax due 

relating to each partner whose Form 8804-C it relied on. 

See Regulations section 1.1446-6(d)(3)(i).

• If the partnership reduced an installment payment 

based on state and local income tax deductions permitted 

under Regulations section 1.1446-6(c)(1)(iii), attach a 

statement showing the calculation of the tax due.

Note. With respect to the last two bulleted items, a 

statement showing one calculation for both items is 

permitted.

A partnership must attach all applicable items 

referred to above to reduce its section 1446 

withholding tax due by either of the reductions 

referred to above.

CAUTION

!

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The time needed to complete and file this form will vary depending on individual circumstances. The estimated burden 

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If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, 

we’d be happy to hear from you. You can send us comments from IRS.gov/FormComments. Or you can write to: Internal 

Revenue Service, Tax Forms and Publications, 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224. Don't 

send the tax forms to this address. Instead, see Where To File, earlier.

-10- Instr. for Forms 8804, 8805, and 8813 (Rev. 11-2022)