Form 8308

(Rev. October 2023)

Department of the Treasury 

Internal Revenue Service 

Report of a Sale or Exchange of 

Certain Partnership Interests

Go to www.irs.gov/Form8308 for the latest information.

OMB No. 1545-0123

Name of partnership Phone number Employer identification number 

Number, street, and room or suite no. If a P.O. box, see instructions. 

City or town, state or province, country, and ZIP or foreign postal code 

Part I Transferor Information 

Record holder of the partnership interest immediately before transferring that interest:

Name Identifying number 

Number and street (including apt. no.) 

City or town, state or province, country, and ZIP or foreign postal code 

Check if the transferor is foreign:

Beneficial owner of the partnership interest immediately before transferring that interest:

Name Identifying number 

Number and street (including apt. no.) 

City or town, state or province, country, and ZIP or foreign postal code 

Notice to Transferors: The information on this form has been supplied to the IRS. The transferor in a section 751(a) exchange is required to 

treat a portion of the gain realized from the exchange as ordinary income. For more details, see Pub. 541, Partnerships. 

Statement by Transferor: The transferor in a section 751(a) exchange is required under Regulations section 1.751-1(a)(3) to attach a statement 

relating to the sale or exchange to their return. See Instructions to Transferors on page 3 for more details. 

Part II Transferee Information 

Record holder of the partnership interest immediately after the transfer of that interest:

Name Identifying number 

Number and street (including apt. no.) 

City or town, state or province, country, and ZIP or foreign postal code 

Beneficial owner of the partnership interest immediately after the transfer of that interest:

Name Identifying number 

Number and street (including apt. no.) 

City or town, state or province, country, and ZIP or foreign postal code 

Part III Transfer of Partnership Interest

1 Date of sale or exchange of partnership interest: / /

2 Type of partnership interest transferred:

A Capital

B Preferred

C Profits

D Other

For Paperwork Reduction Act Notice, see instructions. Cat. No. 62503I Form 8308 (Rev. 10-2023) 
Form 8308 (Rev. 10-2023) Page 2 

Part IV Partner’s Share of Gain (Loss) Required by Sections 751(a) and 1(h)(5) and (6) 

The amounts in column (c) should be reported to the selling partner on their Schedule K-1 in box 20 using the 

relevant code.

(a) Partnership-level 

deemed sale gain (loss)

(b1) Percentage interest 

in the partnership 

transferred

(b2) Number of units in 

the partnership 

transferred

(c) Partner-level deemed 

sale gain (loss)

K-1 

box 20 

code

1 Section 751(a) gain (loss) . . . AB

2 Section 1(h)(5) gain . . . . . AC

3 Deemed section 1250 unrecaptured gain AD

Sign here only if you 

are filing this form by 

itself and not with 

Form 1065. 

Under penalties of perjury, I declare that I have examined this return, including accompanying attachments, and to the best of my knowledge 

and belief, it is true, correct, and complete. 

Signature of partnership representative or partner or limited liability company member 

/ /

Date 

What’s New

For transfers occurring on or after January 1, 

2023, Form 8308, Parts I and II, have been 

expanded; and Parts III and IV have been 

added. Parts I and II request information 

regarding the record holder, as well as the 

beneficial owner of the transferor and 

transferee of the partnership interest. Part I 

contains a new checkbox to report if the 

transferor is foreign. Part III is added to 

request information regarding the type of 

partnership interest transferred. Part IV has 

been added to report, when there is a section 

751(a) exchange, the partnership’s and the 

transferring partner’s share of section 751 

“hot assets” (unrealized receivables and 

inventory items) gain (loss), collectibles gain 

under section 1(h)(5), and unrecaptured 

section 1250 gain under section 1(h)(6).

General Instructions 

Section references are to the Internal Revenue 

Code unless otherwise noted. 

Purpose of form. Form 8308 is filed by a 

partnership to report the sale or exchange by 

a partner of all or part of a partnership interest 

where any money or other property received 

in exchange for the interest is attributable to 

unrealized receivables or inventory items (that 

is, where there has been a section 751(a) 

exchange). 

Who must file. A partnership must file a 

separate Form 8308 for each section 751(a) 

exchange of an interest in such partnership. 

See Regulations section 1.6050K-1. 

Note: Form 8308 doesn’t have to be filed if, 

under section 6045, Form 1099-B, Proceeds 

From Broker and Barter Exchange 

Transactions, is required to be filed with 

respect to the sale or exchange. 

A partnership must file Form 8308 once the 

partnership has notice of the section 751(a) 

exchange. The partnership has such notice 

when either: 

1. The partnership receives written 

notification of the exchange from the

transferor that includes the names and 

addresses of both parties to the exchange,

the identifying numbers of the transferor and 

(if known) of the transferee, and the date of 

the exchange; or 

2. The partnership has knowledge that 

there has been a transfer of a partnership

interest and, at the time of the transfer, the

partnership had any unrealized receivables or 

inventory items. 

No returns or statements are required 

under section 6050K if the transfer wasn’t a 

section 751(a) exchange. For example, a 

transfer which in its entirety constitutes a gift 

for federal income tax purposes isn’t a section 

751(a) exchange. 

A partnership may rely on a written 

statement from the transferor that the 

transfer wasn’t a section 751(a) exchange 

unless the partnership has knowledge to the 

contrary. If a partnership is in doubt whether 

partnership property constitutes unrealized 

receivables or inventory items or whether a 

transfer constitutes a section 751(a) 

exchange, the partnership may file Form 8308 

to avoid the risk of incurring a penalty for 

failure to file. 

When to file. Generally, file Form 8308 as an 

attachment to Form 1065, U.S. Return of 

Partnership Income, for the tax year of the 

partnership that includes the last day of the 

calendar year in which the section 751(a) 

exchange took place. Form 8308 is due at the 

time for filing the partnership return, including 

extensions. 

File Form 8308 for the following situations.

• Untimely or incorrect reporting of section 

751(a) exchange by a partner to a BBA 

partnership (a partnership subject to the 

centralized partnership audit regime under the 

Bipartisan Budget Act of 2015)—If a BBA 

partnership is notified of a section 751(a) 

exchange after it has filed its partnership 

return (and the time for filing a superseding 

return has expired) and the amount of section 

751 gain (loss) wasn’t reported on the 

transferor partner’s Schedule K-1 (Form 

1065), or if the section 751(a) exchange was 

incorrectly reported, then the partnership 

must file an Administrative Adjustment 

Request (AAR) and include Form 8308 as an 

attachment. See the instructions for Form 

8082, Notice of Inconsistent Treatment or 

Administrative Adjustment Request (AAR); 

and Form 1065-X, Amended Return or 

Administrative Adjustment Request (AAR), for 

more information on filing an AAR. For 

additional information, go to www.irs.gov/

bbaaar. If the partnership is still permitted to 

file a superseding return, it may do so rather 

than file an AAR, before the due date of the 

return, including extensions.

Note: A superseding return is a subsequent 

return filed within the same filing period as the 

original return (including extensions). In 

contrast, an amended return is a subsequent 

return filed after the extended due date of the 

original return.

• Untimely or incorrect reporting of section 

751(a) exchange by partner to a nonBBA 

partnership—If a nonBBA partnership is 

notified of a section 751(a) exchange after it 

has filed its partnership return (and the time 

for filing a superseding return has expired) 

and the amount of section 751 gain (loss) 

wasn’t reported on the transferor partner’s 

Schedule K-1 or if the section 751(a) 

exchange was incorrectly reported, then the 

partnership must file Form 8308 with an 

amended Form 1065 within 30 days of 

notification, with the service center where 

Form 1065 was filed, and provide amended 

Schedule(s) K-1 to the affected partner(s). If 

the period for filing a superseding return 

hasn’t expired, the partnership may file a 

superseding return rather than an amended 

return. 

• Nonfiling of Form 8308 by the partnership—

If a BBA or nonBBA partnership didn’t file 

Form 8308 with its Form 1065 but reported 

the correct section 751 gain (loss) on its 

return and on its Schedule(s) K-1 issued to 

the relevant partner(s), then the partnership 

must file Form 8308 separately and within 30 

days of notification with the service center 

where Form 1065 was filed. No AAR is 

needed for BBA partnerships because there is 

no change to the originally reported section 

751 gain (loss) amount.

• Incorrect reporting of section 751(a) 

exchange on Form 8308 by partnership but 

correct reporting of section 751(a) exchange 

on Schedule K-1—If a BBA or nonBBA 

partnership provided an incorrect Form 8308 

to the transferor and transferee by January 31 

of the year following the calendar year in 

which the section 751(a) exchange occurred 

or, if later, 30 days after the partnership has 

notice of the exchange, but the partnership 

corrected the reporting of the section 751(a) 

exchange on the Schedule K-1 and provided 

a correct Form 8308 with its Form 1065 filing, 

then the partnership should provide a 

corrected Form 8308 to the partners by the 

filing date of the Form 1065. No AAR or 

amended return is needed because there is 

no change to the Form 1065 filing.

• Incorrect reporting of section 751(a) 

exchange on Schedule K-1 or K-3.

• BBA partnership: If the partnership 

incorrectly reported the section 751(a) 

exchange on Schedule K-1 and the period for 

filing a superseding return has expired, the 

partnership must file an AAR to make the 

correction. A correct Form 8308 that also 

correctly reports the gain (loss) should be 
Form 8308 (Rev. 10-2023) Page 3 

attached to the AAR. If the period for filing a 

superseding return hasn’t expired, the 

partnership may file a superseding return 

rather than an AAR.

• NonBBA partnership: If the partnership 

incorrectly reported the section 751(a) 

exchange on Schedule K-1 or K-3 and the 

period for filing a superseding return has 

expired, the partnership must file an amended 

return to make the correction. A correct Form 

8308 that also correctly reports the gain (loss) 

should be attached to the amended return. If 

the period for filing a superseding return 

hasn’t expired, the partnership may file a 

superseding return rather than an amended 

return.

Copies of Form 8308 to be furnished to 

transferor and transferee. All partnerships 

required to file Form 8308 must furnish a copy 

of the form to each transferor and transferee 

by January 31 of the year following the 

calendar year in which the section 751(a) 

exchange occurred or, if later, 30 days after 

the partnership has notice of the exchange. 

If a Form 8308 containing incorrect 

information is furnished to the partner before 

Form 1065 with Schedule K-1 is filed, the 

partnership should notify the partner that the 

Form 8308 was incorrect and notify the 

partner of the corrections by the due date of 

the return, including extensions. If the partner 

received a Form 8308 that isn’t consistent 

with the information that the partnership 

reports on Schedule K-1 (Form 1065), then 

the partner should use the information on 

Schedule K-1 and request a revised Form 

8308 from the partnership if the partnership 

didn’t provide it.

Note: The transferor of the interest is 

required to notify the partnership of the 

exchange of the partnership interest unless, 

under section 6045, Form 1099-B is required 

to be filed. 

Instructions to Transferors 

This form alerts transferors that they’re 

required to treat a portion of the gain realized 

from a section 751(a) exchange as ordinary 

income. Under these circumstances, the form 

also alerts transferors of any collectibles gain 

under section 1(h)(5) and unrecaptured 

section 1250 gain under section 1(h)(6). For 

more details, see Pub. 541. 

Information reported in Part IV must also 

have been reported to you in box 20 of 

Schedule K-1 (Form 1065), using codes AB, 

AC, and/or AD. See the Partner’s Instructions 

for Schedule K-1 (Form 1065). In addition, for 

foreign transferors, the information on line 1 

must also have been reported to you on 

Schedule K-3, Part XIII. See the Partner’s 

Instructions for Schedule K-3 (Form 1065). 

Even if this information is required to be 

reported on multiple forms, it must only be 

reported on the partner’s tax return once. If a 

transferor receives information on a Schedule 

K-1 or K-3 that is inconsistent with or has 

information missing from what is reported on 

Form 8308, the transferor should rely on the 

information on Schedule K-1 or K-3.

If a transferor receives Form 8308 after the 

Schedule K-1 or K-3 is received and Form 

8308 is inconsistent with Schedule K-1 or 

K-3, the transferor must contact the 

partnership and determine whether a 

superseding return, an amended partnership 

return (for a nonBBA partnership), or an AAR 

(for a BBA partnership) has been filed with the 

IRS by the partnership relating to the 

information reported on Form 8308. If a 

superseding return, an amended Form 1065, 

or an AAR has been filed, the transferor 

should secure a revised Schedule K-1 and 

Schedule K-3 (if applicable) or Form 8986, 

Partner’s Share of Adjustment(s) to 

Partnership-Related Item(s). 

Note: A BBA partnership will only issue Forms 

8986 in instances where some or all of the 

adjustments reported on the AAR don’t result 

in an imputed underpayment (IU) or some or 

all of the adjustments do result in an IU but 

the partnership makes an election to push out 

the adjustments to their partners rather than 

paying the IU at the partnership level.

If no amended Schedule K-1, Schedule 

K-3, or Form 8986 is secured from the 

partnership and the transferor is certain that 

the Form 8308 is correct and that transferor 

should have received a corrected Schedule 

K-1, Schedule K-3, or Form 8986, then the 

following apply.

• BBA partnership: the partner should 

affirmatively file Form 8082 because the 

partner is filing inconsistently with the 

Schedule K-1 or K-3 received and is relying 

on Form 8308.

• NonBBA partnership: Form 8082 isn’t 

required if filing inconsistently with a Schedule 

K-1 or K-3 received and relying on Form 8308.

Separate statement required by transferor. 

The transferor is required by Regulations 

section 1.751-1(a)(3) to attach a statement to 

the transferor’s income tax return for the tax 

year of the sale or exchange with the 

following information. 

• The date of the sale or exchange. 

• The amount of any gain or loss attributable 

to the section 751 property. 

• The amount of any gain or loss attributable 

to capital gain or loss on the sale of the 

partnership interest. 

Instructions to Partnerships 

Partnership address. 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 has 

a P.O. box, show the box number instead.

Parts I and II. For Parts I and II, provide the 

relevant information for the record holder and/

or beneficial owner of the partnership interest 

immediately before the transfer (transferor) 

and immediately after the transfer (transferee). 

If the transferor or transferee record holder 

owns the interest on behalf of another person 

as a nominee, agent, or custodian, complete 

the information for the record holder. If the 

identity of the transferor or transferee 

beneficial owner is known, also complete the 

information for the beneficial owner. See 

Regulations section 1.6050K-1(a)(4)(iii). If the 

transferor or transferee is a disregarded entity 

for federal income tax purposes, list the 

disregarded entity as the record holder and 

list the first regarded owner of the partnership 

interest as the beneficial owner. If the 

transferor or transferee beneficial owner is 

also the record holder, only complete the 

information for the beneficial owner.

Check the box in Part I if the transferor 

beneficial owner of the partnership interest is 

a foreign person. If the identity of the 

transferor beneficial owner isn’t known, check 

this box if the record holder is a foreign 

person.

Section 751(a) exchange. A section 751(a)

exchange occurs when money or any

property is exchanged for all or part of a

partnership interest that is attributable to

unrealized receivables or inventory items.

Generally, any sale or exchange of a

partnership interest (or any portion) at a time 

when the partnership has any unrealized 

receivables or inventory items is a section 

751(a) exchange. 

Unrealized receivables. Unrealized 

receivables, to the extent not previously 

includible in income under the partnership’s 

accounting method, are any rights to payment 

for: 

• Goods delivered or to be delivered, to the 

extent that the payment would be treated as 

received for property other than a capital 

asset; and 

• Services rendered or to be rendered. 

Unrealized receivables also include the 

amount of gain that would be ordinary 

income if any of the following types of 

partnership property were sold on the date of 

the section 751(a) exchange. 

• Mining property (section 617(f)(2)). 

• Stock in an interest charge domestic 

international sales corporation (section 

992(a)). 

• Farm recapture property or farmland 

(section 1252(a)). 

• Franchises, trademarks, or trade names 

(section 1253(a)). 

• Oil, gas, or geothermal property (section 

1254). 

• Stock of a controlled foreign corporation 

(section 1248). 

• Section 1245 property. 

• Section 1245 recovery property. 

• Section 1250 property. 

• Market discount bonds (section 1278). 

• Short-term governmental obligations 

(section 1283). 

• Other short-term obligations (section 

1283(c)). 
Form 8308 (Rev. 10-2023) Page 4 

Inventory items. Inventory items aren’t just 

stock in trade of the partnership. They also 

include the following. 

• Any properties that would be included in 

inventory if on hand at the end of the tax year 

or that are held primarily for sale to customers 

in the normal course of business. 

• Any asset that isn’t a capital asset or isn’t 

treated as a capital asset. 

• Any other property held by the partnership 

that would be considered inventory if held by 

the transferor partner. 

• Any trade receivables of accrual method 

partnerships. 

Tiered partnerships. In determining whether 

partnership property is an unrealized 

receivable or an inventory item, the 

partnership is treated as owning its 

proportionate share of the property of any 

other partnership in which it is a partner. See 

section 751(f). 

Part III—Transfer of Partnership Interest. 

Check the box on Part III, line 2, that identifies 

the type of interest the partner transferred in 

the partnership. For purposes of Part III, line 

2:

• Capital and profits interests are determined 

in accordance with Regulations section 

1.706-1(b)(4);

• A preferred partnership interest is a 

partnership interest having a preference in 

payment of distributions or on liquidation over 

other partners; and

• “Other” means a partnership interest that 

isn’t capital, profits, or preferred.

Part IV—Partner’s Share of Gain (Loss) 

Required by Sections 751(a) and 1(h)(5) and 

(6). The three categories reported in Part IV 

are:

1. Section 751(a) hot assets (unrealized 

receivables and inventory items) gain (loss),

2. Collectibles gain under section 1(h)(5), 

and 

3. Unrecaptured section 1250 gain under 

section 1(h)(6).

Column (a). Report the entity-level 

calculated gain (loss) for each of the 

categories that are taxed at rates higher than 

the long-term capital gain tax rates. In 

determining the section 751(a) hot assets as 

required by Regulations section 1.751-1(a)(2), 

the partnership is to calculate the amount of 

gain or loss as if the partnership had sold all 

of its property in a fully taxable transaction for 

cash in an amount equal to the fair market 

value of such property (taking into account 

section 7701(g)) immediately prior to the 

partner’s transfer of the interest in the 

partnership. See Regulations section 

1.1(h)-1(b)(2) for calculations of gains from 

collectible assets, and Regulations section 

1.1(h)-1(b)(3) for calculations of unrecaptured 

section 1250 gain upon the sale or exchange 

of a partnership interest.

Columns (b1) and (b2). Identify the 

percentage interest or the number of units in 

the partnership transferred. Enter either the 

percentage interest in the partnership or the 

number of units in the partnership that the 

partner transferred in column (b1) or (b2), 

respectively. If a partnership is completing 

this part for a partner that is treated as 

transferring an interest in the partnership 

because it received a distribution but whose 

ownership interest in the partnership remains 

unchanged, enter zero in column (b1) or (b2) 

depending on whether the ownership 

interests in the partnership are based on a 

percentage or units, respectively.

Column (c). Report the partner’s allocable 

share of the amounts in column (a) related to 

the portion of the interest that was sold. The 

amounts in column (c) should be reported in 

box 20 of the partner’s Schedule K-1 (Form 

1065), with the alpha code listed.

If the transferor is foreign, the partnership 

may also be required to complete Schedule 

K-3 (Form 1065), Part XIII. See the Partnership 

Instructions for Schedules K-2 and K-3 (Form 

1065). Even if the partnership must report this 

information on multiple forms, the partner 

must report it only once on its return.

A partner must generally report the results 

of the transfer of a partnership interest on 

their related return. This may include reporting 

the deemed sale section 751 gain or loss on 

Form 4797, Sales of Business Property, and 

capital gain or loss on Form 8949, Sales and 

Other Dispositions of Capital Assets. 

Generally, see Schedule D (Form 1040), 

Capital Gains and Losses, and related 

instructions for reporting by individuals of any 

deemed sale collectibles gain or unrecaptured 

section 1250 gain. However, see Schedule P 

(Form 1040-NR), Foreign Partner’s Interests in 

Certain Partnerships Transferred During Tax 

Year, for reporting by nonresident aliens, 

foreign trusts, and foreign estates; and 

Schedule P (Form 1120-F), List of Foreign 

Partner Interests in Partnerships, for reporting 

by foreign corporations. If this is an 

installment sale, see Form 6252, Installment 

Sale Income.

Penalty for late filing of correct Form 8308. 

A penalty may be imposed for failing to file 

each Form 8308 when due, including 

extensions. The penalty may also be imposed 

for failing to include all required information 

on Form 8308 or for furnishing incorrect 

information. The penalty is based on when the 

partnership files a correct Form 8308. 

The penalty won’t apply to any failure that 

the partnership can show was due to 

reasonable cause and not willful neglect. 

For more details, see sections 6721 and 

6724. 

Penalty for failure to furnish correct Forms 

8308 to transferor and transferee. A penalty 

may be imposed for each failure to furnish 

when due a copy of Form 8308 to either party 

to the exchange. The amount of the penalty 

may also be imposed for each failure to give 

the transferor or transferee all required 

information on each Form 8308 or for 

furnishing incorrect information. If the 

partnership intentionally disregards the 

requirement to report correct information, 

each penalty is increased. The penalty won’t 

apply to any failure that the partnership can 

show was due to reasonable cause and not 

willful neglect. See sections 6722 and 6724 

for more details. 

Paperwork Reduction Act Notice. We ask 

for the information on this form to carry out 

the Internal Revenue laws of the United 

States. You’re required to give us the 

information. We need it to ensure that you’re 

complying with these laws and to allow us to 

figure and collect the right amount of tax. 

You aren’t required to provide the 

information requested on a form that is 

subject to the Paperwork Reduction Act 

unless the form displays a valid OMB control 

number. Books or records relating to a form 

or its instructions must be retained as long as 

their contents may become material in the 

administration of any Internal Revenue law. 

Generally, tax returns and return information 

are confidential, as required by section 6103. 

The time needed to complete and file this 

form will vary depending on individual 

circumstances. The estimated burden for 

business taxpayers filing this form is 

approved under OMB control number 

1545-0123 and is included in the estimates 

shown in the instructions for their business 

income tax return.

If you have suggestions for making these 

forms simpler, we would be happy to hear 

from you. You can send us comments 

through www.irs.gov/FormComments. Or, you 

can write to the Internal Revenue Service, Tax 

Forms and Publications Division, 1111 

Constitution Ave. NW, IR-6526, Washington, 

DC 20224. Don’t send Form 8308 to this 

address. Instead, see When to file on page 2.