U.S. Withholding Tax Return for

Dispositions by Foreign Persons of

U.S. Real Property Interests

Form 8288

(Rev. December 1995) OMB No. 1545-0902

Department of the Treasury

Internal Revenue Service

Complete Part I or Part II. Also complete and attach Copies A and B of Form(s) 8288-A.

(Attach additional same size sheets if you need more space.)

To Be Completed by the Buyer or Other Transferee Required To Withhold

1 Name of withholding agent (buyer or other transferee) Identification number

Address (number and street)

City or town, state, and ZIP code

2 Description and location of property acquired

3 Date of transfer 4 Number of Forms 8288-A attached 5 Amount realized on the transfer

7 Amount withheld

a

Check applicable box.

b Withholding is of a reduced amount

To Be Completed by a Corporation, Partnership, Trust, or Estate Subject to the Provisions of

Section 1445(e)

1 Name of withholding agent (corporation, partnership, or fiduciary) Identification number

Address (number and street)

City or town, state, and ZIP code

2 Description of U.S. real property interest transferred or distributed

3 Date of transfer 4 Number of Forms 8288-A attached

6

a

Total amount withheld

Withholding is at 10% or 35%

Check all applicable boxes.

b Withholding is of a reduced amount

c Large trust election to withhold at distribution

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

and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge. Please

Sign

Here © Signature of withholding agent, partner, fiduciary, or corporate officer Title (if applicable) Date

Date Preparer’s social security number Preparer’s

signature

Check if selfemployed ©

Paid

Preparer’s

Use Only

Firm’s name (or

yours if self-employed)

and address

EIN ©

ZIP code ©

For Paperwork Reduction Act Notice, see instructions. Cat. No. 62260A Form 8288 (Rev. 12-95)

©

©

Part I

Part II

6

Withholding is at 10%

5
Form 8288 (Rev. 12-95) Page 2

After receipt of Form 8288 and Form(s)

8288-A, the IRS will stamp Copy B of Form

8288-A to show receipt of the withholding

and forward the stamped copy to the foreign

person subject to withholding at the address

shown on Form 8288-A. The receipted Copy

B of Form 8288-A is for the transferor’s use

in filing future income tax returns or making

future claims. You are not required to furnish

a copy of Form 8288 or 8288-A directly to the

transferor. To receive credit for the withheld

amount, generally the transferor must attach

the stamped Copy B of Form 8288-A to any

U.S. income tax return (e.g., Form 1040NR or

1120F) or application for refund the transferor

files with the IRS.

Who Must File

General Instructions

A buyer or other transferee of a U.S. real

property interest, and a corporation,

partnership, or fiduciary that is required to

withhold tax must file Form 8288 to report

and transmit the amount withheld. If two or

more persons are joint transferees, each of

them is obligated to withhold. However, the

obligation of each will be met if one of the

joint transferees withholds and transmits the

required amount to the IRS.

Section references are to the Internal

Revenue Code unless otherwise noted.

Paperwork Reduction Act

Notice 

The time needed to complete and file these

forms will vary depending on individual

circumstances. The estimated average times

are: Publicly Traded Partnerships, Publicly

Traded Trusts, and REITs.—Distributions

from any publicly traded partnership are

generally subject to the withholding

requirements of section 1446 and are not

subject to the withholding requirements of

section 1445. See Rev. Proc. 89-31, 1989-1

C.B. 895. Distributions from a trust that is

regularly traded on an established securities

market and distributions from a real estate

investment trust (REIT) are subject to section

1445 and its regulations. However, for such

partnerships and trusts, generally the method

of paying over and reporting the withholding

to the IRS is governed by section 1461 and

its regulations and the deposit rules in

Regulations section 1.6302-2. Use Form

1042, Annual Withholding Tax Return for U.S.

Source Income of Foreign Persons, and Form

1042S, Foreign Person’s U.S. Source Income

Subject to Withholding, to report and pay

over the withheld amounts. Do not file Forms

8288 and 8288-A for these distributions. See

Regulations section 1.1445-8.

Form 8288 Form 8288-A

Recordkeeping 

Penalties Learning about

the law or the

form Under section 6651, penalties apply for failure

to file Form 8288 when due and for failure to

pay the withholding when due. In addition, if

you are required to but do not withhold tax

under section 1445, the tax, including

interest, may be collected from you. Also,

under section 7202, you may be subject to a

penalty of up to $10,000 for willful failure to

collect and pay over the tax. Corporate

officers or other responsible persons may be

subject to a penalty under section 6672 equal

to the amount that should have been withheld

and paid over to the IRS.

4 hr., 28 min. 12 min.

Preparing and

sending the form

to the IRS 4 hr., 46 min. 15 min.

If you have comments concerning the

accuracy of these time estimates or

suggestions for making these forms simpler,

we would be happy to hear from you. You

can write to the Tax Forms Committee,

Western Area Distribution Center, Rancho

Cordova, CA 95743-0001. DO NOT send the

forms to this address. Instead, see Where To

File on this page.

Definitions

A “transferee” means any person, foreign or

domestic, that acquires a U.S. real property

interest by purchase, exchange, gift, or any Purpose of Form other disposition.

A 10% withholding obligation is generally

imposed on the buyer or other transferee

(withholding agent) when a U.S. real property

interest is acquired from a foreign person.

The withholding obligation (at 35% or 10%)

also applies to certain partnerships, foreign

and domestic corporations, and the fiduciary

of certain trusts and estates. This withholding

serves to collect tax that may be owed by the

foreign person. Use this form to report and

transmit the amount withheld.

A “transferor,” for purposes of this

withholding, means any foreign person that

disposes of a U.S. real property interest by

sale, exchange, gift, or any other disposition.

When To File

A transferee must report and transmit to the

IRS the tax withheld by the 20th day after the

date of transfer. Timely mailing of Forms 8288

and 8288-A by U.S. mail will be treated as

timely filing. A “U.S. real property interest” means any

interest, other than an interest solely as a

creditor, in:

1. Real property located in the United

States or the Virgin Islands,

Even if an application for a withholding

certificate (explained later) is or has been

submitted to the IRS on the date of transfer,

you must still withhold. However, you need

not file Form 8288 and transmit the

withholding until the 20th day after the day

the IRS mails a copy of the withholding

certificate or notice of denial. But if the

principal purpose for filing the application for

a withholding certificate was to delay paying

the IRS the amount withheld, interest and

penalties will apply to the period after the

20th day after the date of transfer.

2. Certain personal property associated

with the use of real property, or Note: You are not required to withhold if any

of the Exceptions listed on page 3 apply. 3. A domestic corporation unless it is

shown that the corporation was not a U.S.

real property holding corporation during the

previous 5 years (or during the period in

which the transferor held the interest, if

shorter).

Amount To Withhold

Generally, you must withhold 10% of the

amount realized on the disposition by the

transferor. See “amount realized” under

Definitions on this page. However, see

Corporations, Partnerships, Trusts, and

Estates Subject to Section 1445(e), on

page 4, for information about when

withholding at 35% is required. Also see

Withholding Certificate Issued by the IRS,

on page 3, for information about applying for

reduction or elimination of withholding.

A U.S. real property interest does not

include:

1. An interest in a domestically controlled

real estate investment trust (REIT).

Installment Payments.—You must withhold

the full amount at the time of the first

installment payment. If you cannot because

the payment does not involve sufficient cash

or other liquid assets, you may obtain a

withholding certificate from the IRS.

2. An interest in a corporation that has

disposed of all its U.S. real property interests

in transactions in which the full amount of

any gain was recognized as provided in

Joint Transferors.—If one or more foreign section 897(c)(1)(B).

persons and one or more U.S. persons jointly

transfer a U.S. real property interest, first,

determine the amount subject to withholding

by allocating the amount realized from the

transfer among the transferors based on their

capital contribution to the property. For this

purpose, a husband and wife are treated as

having contributed 50% each. Second,

withhold on the total amount allocated to

foreign transferors. Third, credit the amount

withheld among the foreign transferors as

they mutually agree. The transferors must

request that the withholding be credited as

agreed upon by the 10th day after the date of

transfer. If no agreement is reached, credit

the withholding by evenly dividing it among

the foreign transferors.

3. An interest in certain publicly traded

corporations, partnerships, and trusts.

Where To File

File Form 8288, with the amount withheld,

and Copies A and B of Form(s) 8288-A with

the FIRPTA Unit, Internal Revenue Service,

Philadelphia, PA 19255. For more information on these rules, see

Regulations sections 1.897-1 and -2. Also see

Transferred Property That Is Not a U.S.

Real Property Interest under Exceptions on

page 3.

Forms 8288-A Must Be

Attached

Anyone who completes Form 8288 must

also complete a Form 8288-A, Statement of

Withholding on Dispositions by Foreign

Persons of U.S. Real Property Interests, for

each person subject to withholding. Copies A

and B of Form 8288-A must be attached to

Form 8288. Copy C is for your records.

An “amount realized” means the sum of the

cash paid, or to be paid (not including

interest or original issue discount), the fair

market value of other property transferred or

to be transferred, and the amount of any

liability assumed by the transferee or to which

the U.S. real property interest is subject

5 hr., 30 min. 2 hr., 52 min.

We ask for the information on this form to

carry out the Internal Revenue laws of the

United States. You are required to give us the

information. We need it to ensure that you are

complying with these laws and to allow us to

figure and collect the right amount of tax.
Form 8288 (Rev. 12-95) Page 3

immediately before and after the transfer.

Generally, the amount realized, for purposes

of this withholding, is the sales or contract

price.

making this determination. No form or other

document is required to be filed with the IRS

for this exception; however, if you do not in

fact use the property as a residence, the

withholding tax may be collected from you. The “date of transfer” means the first date

on which consideration is paid or a liability is

assumed by the transferee. However, for

purposes of sections 1445(e)(2), (3), and (4),

and Regulations sections 1.1445-5(c)(1)(iii)

and 1.1445-5(c)(3), the date of transfer is the

date of distribution that causes the obligation

to withhold. Payment of consideration does

not include the payment, before the passage

of legal or equitable title (other than pursuant

to an initial purchase contract), of earnest

money, a good-faith deposit, or any similar

sum primarily intended to bind the parties to

the contract and subject to forfeiture.

However, a payment that is not forfeitable

may also be considered earnest money, a

good-faith deposit, or a similar sum.

This exception does not apply if the actual

transferee is not an individual, even if the

property is acquired for an individual.

However, this exception does apply whether

or not the transferor is an individual,

partnership, trust, corporation, or other

transferor. Late notice of false statement.—If after

the date of transfer you receive a notice that

a statement that an interest in a corporation

is not a U.S. real property interest is false,

follow the instructions under Late notice of

false certification above.

Transferor Not a Foreign Person.—You are

not required to withhold if you receive a

certification of nonforeign status from the

transferor, signed under penalties of perjury,

stating that the transferor is not a foreign

person and containing the transferor’s name,

address, and identification number. If you

receive a certification, the withholding tax

cannot be collected from you, unless you

knew that the certification was false or you

received a notice from your agent or the

transferor’s agent that it was false. The

certification must be signed by the individual,

a responsible officer of a corporation, a

general partner of a partnership, or the

trustee, executor, or equivalent fiduciary of a

trust or estate. Any foreign corporation

electing to be treated as a domestic

corporation under section 897(i) must attach

to the certification a copy of the

acknowledgment of the election received

from the IRS, and such acknowledgment

must state that the information required by

Regulations section 1.897-3 has been

determined to be complete. If the

acknowledgment is not attached, you may

not rely on the certification. If you receive a

certification of nonforeign status, keep it in

your records for 5 years after the year of

transfer.

Generally, no withholding is required on the

acquisition of an interest in a foreign

corporation. However, it may be required if

the foreign corporation has made the election

under section 897(i) to be treated as a

domestic corporation.

A “foreign person” is a nonresident alien

individual, foreign corporation that does not

have a valid election under section 897(i) to

be treated as a domestic corporation, foreign

partnership, foreign trust, or foreign estate. It

does not include a resident alien individual.

Transferor’s Nonrecognition of Gain or

Loss.—You may receive a notice signed

under penalties of perjury stating that the

transferor is not required to recognize gain or

loss on the transfer because of a

nonrecognition provision of the Internal

Revenue Code (see section 1.897-6T(a)(2) of

the temporary regulations). If so, you may rely

on the transferor’s notice unless (1) only part

of the gain qualifies for nonrecognition, or

(2) you know or have reason to know that the

transferor is not entitled to the claimed

nonrecognition treatment. No particular form

is required for this notice. By the 20th day

after the date of transfer, you must send a

copy of the notice of nonrecognition with a

cover letter giving your name, identification

number (if any), and address to the Internal

Revenue Service, Assistant Commissioner

(International), 950 L’Enfant Plaza South,

S.W., Washington, DC 20024. See Temporary

Regulations section 1.1445-9T(b) for more

information on the transferor’s notice of

nonrecognition.

An individual’s identification number is the

social security number. For any other person,

it is the U.S. employer identification number.

Exceptions

You are not required to withhold if any of the

following applies:

1. You acquire the property for use as a

residence and the amount realized (sales

price) is not more than $300,000.

2. The transferor (seller) is not a foreign

person.

3. You did not acquire a U.S. real property

interest.

You may also use other means to

determine that the transferor is not a foreign

person. But if you do, and it is later

determined that the transferor is a foreign

person, the withholding tax may be collected

from you.

4. You receive a notice of nonrecognition of

gain or loss from the transferor, and you file a

copy of the notice with the IRS.

5. You receive a withholding certificate

from the IRS that excuses withholding. (See

Withholding Certificate Issued by the IRS

on this page.) Late notice of false certification.—If after

the date of transfer you receive a notice from

your agent or the transferor’s agent that the

certification of nonforeign status is false, you

do not have to withhold on consideration paid

before you received the notice. However, you

must withhold the full 10% of the amount

realized from any consideration that remains

to be paid, if possible. You must do so by

withholding and paying over the entire

amount of each successive payment of

consideration until the full 10% has been

withheld and paid to the IRS. These amounts

must be reported and transmitted to the IRS

by the 20th day following the date of each

payment.

Withholding Certificate Issued

by the IRS 6. The amount realized by the transferor is

zero. For example, the property is transferred

as a gift and the recipient does not assume

any liabilities or furnish any other

consideration to the transferor.

A withholding certificate may be issued by

the IRS to reduce or eliminate withholding on

dispositions of U.S. real property interests by

foreign persons. The certificate may be

issued if (1) reduced withholding is

appropriate because the 10% or 35% amount

exceeds the transferor’s maximum tax

liability, (2) the transferor is exempt from U.S.

tax or nonrecognition provisions apply, or

(3) the transferee or transferor enters into an

agreement with the IRS for the payment of

the tax. Either a transferee or transferor may

apply for the certificate.

7. The property is acquired by the United

States, a U.S. state or possession or political

subdivision, or the District of Columbia.

8. An amount is realized by the grantor on

the grant or lapse of an option to acquire a

U.S. real property interest. However,

withholding is required on the sale, exchange,

or exercise of such option.

Applications for a withholding certificate

must comply with the provisions of

Regulations sections 1.1445-3 and 1.1445-6

and Rev. Proc. 88-23, 1988-1 C.B. 787. In

certain cases, you may use Form 8288-B,

Application for Withholding Certificate for

Dispositions by Foreign Persons of U.S. Real

Property Interests, to apply for a withholding

certificate. See Form 8288-B. The IRS will

normally act on an application by the 90th

day after a complete application is received.

For rules that apply to foreclosures, see

Regulations section 1.1445-2(d)(3). Transferred Property That Is Not a U.S.

Real Property Interest.—If you acquire an

interest in property that is not a U.S. real

property interest, no withholding is required.

A U.S. real property interest includes certain

interests in U.S. corporations, as well as

direct interests in real property and certain

associated personal property. See “U.S. real

property interest” under Definitions on

page 2.

Purchase of Residence for $300,000 or

Less.—No withholding is required if one or

more individuals acquire U.S. real property for

use as a residence and the amount realized is

not more than $300,000. A U.S. real property

interest is acquired for use as a residence if

you or a member of your family has definite

plans to reside at the property for at least

50% of the number of days the property is

used by any person during each of the first

two 12-month periods following the date of

transfer. Do not take into account the number

of days the property will be vacant in

No withholding is required on the

acquisition of an interest in a domestic

corporation if (1) any class of stock of the

corporation is regularly traded on an

Attach a copy of the withholding certificate

to Form 8288 if tax is withheld.

established securities market, or (2) the

transferee receives a statement by the

corporation specifying that the interest is not

a U.S. real property interest. A corporation’s

statement may be relied on only if it is dated

not more than 30 days before the date of

transfer. A corporation’s statement may be

relied on unless you know that the statement

is false or you receive a notice from your

agent or the transferor’s agent that the

statement is false.
Form 8288 (Rev. 12-95) Page 4

corporation is regularly traded on an

established securities market. Also, no

withholding is required on the transfer of an

interest in a publicly traded partnership or

trust.

Liability of Agents

If the transferee or other withholding agent

has received (1) a transferor’s certification of

nonforeign status, or (2) a corporation’s

statement that an interest is not a U.S. real

property interest, and the transferee’s or

transferor’s agent knows that the document

in (1) or (2) is false, the agent is required to

provide notice to the transferee, entity, or

fiduciary. If the notice is not provided, the

agent will be liable for the tax that should

have been withheld, but only to the extent of

the agent’s compensation from the

transaction.

Section 1445(e)(3) Transactions.—Generally,

a domestic corporation that distributes any

property to a foreign person that holds an

interest in the corporation must withhold 10%

of the fair market value of the property

distributed if: No withholding will be required with respect

to an interest holder if the entity or fiduciary

receives a certification of nonforeign status

from the interest holder. An entity or fiduciary

may also use other means to determine that

an interest holder is not a foreign person; but

if it does so and it is later determined that the

interest holder is a foreign person, the

withholding may be collected from the entity

or fiduciary.

1. The foreign person’s interest in the

corporation is a U.S. real property interest

under section 897, and

2. The property is distributed either in

redemption of stock under section 302 or in

liquidation of the corporation under sections

331 through 341.

If you are the withholding agent and you

receive such a notice of false certification or

statement from your agent or the transferor’s

agent, you must withhold tax as if you had

not received a notice of nonforeign status.

But see Late notice of false certification on

page 3.

Section 1445(e)(1) Transactions

No withholding or reduced withholding is

required if the corporation receives a

withholding certificate from the IRS.

Partnerships.—A domestic partnership that

is not publicly traded must withhold tax under

section 1446 on effectively connected income

of its foreign partners and file Form 8804,

Annual Return for Partnership Withholding

Tax (Section 1446), and Form 8805, Foreign

Partner’s Information Statement of Section

1446 Withholding Tax. A publicly traded

partnership generally must withhold tax under

section 1446 on distributions to its foreign

partners and file Forms 1042 and 1042S.

Because a domestic partnership that

disposes of a U.S. real property interest is

required to withhold under section 1446, the

domestic partnership is not required to

withhold under section 1445(e)(1).

Section 1445(e)(4) Transactions.—No

withholding is required under section

1445(e)(4), relating to certain taxable

distributions by domestic or foreign

partnerships, trusts, and estates, until the

effective date of a Treasury Decision under

section 897(e)(2)(B)(ii) and (g). The terms “transferor’s agent” and

“transferee’s agent” mean any person who

represents the transferor or transferee,

respectively, in any negotiation with another

person (or another person’s agent) relating to

the transaction, or in settling the transaction.

For purposes of section 1445(e), a

transferor’s or transferee’s agent is any

person who represents or advises an entity, a

holder of an interest in such entity, or a

fiduciary with respect to the planning,

arrangement, or consummation of a

transaction described in sections 1445(e)(1)

through (4).

Section 1445(e)(5) Transactions.—Under this

section, the transferee of a partnership

interest must withhold 10% of the amount

realized on the disposition by a foreign

partner of an interest in a domestic or foreign

partnership in which at least 50% of the value

of the gross assets consist of U.S. real

property interests and at least 90% of the

value of the gross assets consist of U.S. real

property interests plus any cash or cash

equivalents. However, no withholding is

required under section 1445(e)(5) for

dispositions of interests in other partnerships,

trusts, or estates until the effective date of a

Treasury Decision under section 897(g). In

addition, no withholding is required if, no

earlier than 30 days before the transfer, the

transferee receives a statement signed by a

general partner under penalties of perjury that

at least 50% of the value of the gross assets

of the partnership does not consist of U.S.

real property interests or that at least 90% of

the value of the gross assets does not

consist of U.S. real property interests plus

cash or cash equivalents. The transferee may

rely on the statement unless the transferee

knows it is false or the transferee receives a

false statement notice pursuant to

Regulations section 1.1445-4.

Trusts and Estates.—If a domestic trust (that

does not make the large trust election,

explained below, is not a REIT or is not

publicly traded) or estate disposes of a U.S.

real property interest, the amount of gain

realized is entered into a separate “U.S. real

property interest account.” The fiduciary must

withhold 35% of the amount distributed to a

foreign person from the account during the

tax year of the trust or estate in which the

disposition occurred. The withholding must

be paid over to the IRS within 20 days of the

date of distribution. Special rules apply to

grantor trusts. For information about how to

compute the amount subject to withholding

and other special rules and exceptions, see

Regulations section 1.1445-5.

A person is not treated as an agent if the

person only performs one or more of the

following acts in connection with the

transaction:

1. Receipt and disbursement of any part of

the consideration.

2. Recording of any document.

3. Typing, copying, and other clerical tasks.

4. Obtaining title insurance reports and

reports concerning the condition of the

property.

5. Transmission of documents between the

parties.

6. Functions exclusively in his or her

capacity as a representative of a

condominium association or cooperative

housing corporation. This exemption includes

the board of directors, the committee, or

other governing body.

Large Trust Election.—Trusts with more than

100 beneficiaries may make the large trust

election to withhold upon distribution rather

than at the time of transfer. The amount to be

withheld from each distribution is 35% of the

amount attributable to the foreign

beneficiary’s proportionate share of the

current balance of the trust’s section

1445(e)(1) account. This election does not

apply to any real estate investment trust or to

any publicly traded trust. Special rules apply

to large trusts that make recurring sales of

growing crops and timber.

Corporations, Partnerships,

Trusts, and Estates Subject to

Section 1445(e)

Specific Instructions

Lines 1.—If you are a fiduciary, list your

name and the name of the trust or estate.

Enter the home address of an individual or

the office address of an entity.

Withholding is required on certain

distributions and other transactions by

domestic or foreign corporations,

partnerships, trusts, and estates. A domestic

trust or estate must withhold 35% of the

amount distributed to a foreign beneficiary

from a “U.S. real property interest account,”

which it is required to establish under

Regulations section 1.1445-5(c)(1)(iii). A

foreign corporation that has not made the

election under section 897(i) must withhold

35% of the gain it recognizes on the

distribution of a U.S. real property interest to

its shareholders. Certain domestic

corporations are required to withhold tax on

distributions to foreign shareholders. No

withholding is required under section 1445(e)

on the transfer of an interest in a domestic

corporation if any class of stock of the

Lines 2.—Enter a description of the property

including its location and the nature of any

substantial improvements, such as an

apartment building or warehouse, or the class

or type and amount of interests in the case of

interests in a corporation that constitute U.S.

real property interests, such as “10,000

shares Class A Preferred Stock XYZ

Corporation.”

A trust’s section 1445(e)(1) account is

(1) the total net gain realized by the trust on

all section 1445(e)(1) transactions after the

date of the election, minus (2) the total of all

distributions made by the trust after the date

of the election from such total net gain. For

more information about the large trust

election, see Regulations section

1.1445-5(c)(3). Part II, Line 3.—If you are a domestic trust or

estate or you make the large trust election,

Section 1445(e)(2) Transactions.—A foreign enter the date of distribution.

corporation that distributes a U.S. real

property interest must generally withhold 35%

of the gain recognized by the corporation. No

withholding or reduced withholding is

required if the corporation receives a

withholding certificate from the IRS.

Lines 4.—Copies A and B of each Form

8288-A should be counted as one form.

Printed on recycled paper