Application for Withholding Certificate for Dispositions

by Foreign Persons of U.S. Real Property Interests

Form 8288-B

(Rev. August 1998) OMB No. 1545-1060

Department of the Treasury

Internal Revenue Service

4 Name of withholding agent (see instructions) Identification number

Address where you want withholding certificate sent (street address, apt. or suite no., P.O. box, or rural route number)

City, state or province, and country (if not U.S.). Include ZIP code or postal code where appropriate.

Applicant is: Transferor

1 Names of all transferor(s) (attach additional sheets if more than one transferor) Identification number

Street address, apt. or suite no., or rural route. Do not use a P.O. box.

City, state or province, and country (if not U.S.). Include ZIP code or postal code where appropriate.

2 Names of all transferee(s) (attach additional sheets if more than one transferee) Identification number

6 Description of U.S. real property transaction:

a Date of transfer (month, day, year) b Contract price $

Type of interest transferred: Associated personal property

Domestic U.S. real property holding corporation

c Real property

d Use of property at time of sale: Personal Rental or commercial Other (attach explanation)

e Adjusted basis $

Location and general description of property (for a real property interest), description (for associated personal property), or

the class or type and amount of the interest (for an interest in a U.S. real property holding corporation). See instructions.

f

Check the box to indicate the reason a withholding certificate should be issued. See the instructions for line 6 for information

that must be attached to Form 8288-B.

7

a The transferor is exempt from U.S. tax or nonrecognition treatment applies.

b The transferor’s maximum tax liability is less than the tax required to be withheld.

c The special installment sales rules described in Rev. Proc. 88-23 allow reduced withholding.

8 Does the transferor have any unsatisfied withholding liability under section 1445? Yes No

9 Is this application for a withholding certificate made under section 1445(e)? Yes No

If “Yes,” check the applicable boxes below.

a Type of transaction: 1445(e)(1) 1445(e)(2) 1445(e)(3) 1445(e)(5)

b Applicant is: Taxpayer Other person required to withhold. Specify your title (e.g., trustee.) ©

Under penalties of perjury, I declare that I have examined this application and accompanying attachments, and, to the best of my knowledge and belief, they are true,

correct, and complete.

Signature Title (if applicable) Date

For Paperwork Reduction Act Notice, see instructions. Form 8288-B (Rev. 8-98)

Transferee

Cat. No. 10128Z

© Please type or print.

Street address, apt. or suite no., or rural route. Do not use a P.O. box.

City, state or province, and country (if not U.S.). Include ZIP code or postal code where appropriate.

Phone no. (optional)

( )

3

a b

c Name of estate, trust, or entity (if applicable) d Identification number

5
Form 8288-B (Rev. 8-98) Page 3

2. Withhold 10% or lower amount

determined by the IRS (or the amount the

IRS determines to be appropriate under

section 1445(e)) on each subsequent

payment and, for withholding under section

1445(a), the interest on the deferred tax

liability.

General Instructions

Section references are to the Internal

Revenue Code unless otherwise noted.

3. Use Forms 8288 and 8288-A (relating

to withholding on dispositions by foreign

persons of U.S. real property interests) to

pay over all amounts withheld. The

identification number of the transferor (or

interest holder subject to withholding under

section 1445(e)) must be included on

Forms 8288 and 8288-A.

The IRS will normally act on an

application within 90 days of receipt of all

information necessary to make a proper

determination. The IRS will determine

whether withholding should be reduced or

eliminated or whether a withholding

certificate should not be issued.

4. Notify the IRS before the disposition

or encumbrance of the U.S. real property

interest (of the installment obligation under

section 1445(e)), and when it occurs, pay

over the remaining amount to be withheld.

Any withholding certificate issued by the

IRS applies only for the limited purpose of

determining the withholding obligation

under section 1445 and does not apply to

any substantive issue that may arise in

connection with the transfer. The

acceptance by the IRS of any evidence

submitted in connection with this

application is not binding on the IRS for

any purpose other than issuing the

withholding certificate. The information

submitted in support of the application

may be subject to verification by the IRS

prior to issuance of a withholding

certificate.

5. Continue to withhold under a reduced

withholding certificate until an amended

certificate is issued, even if the transferor

pledges the installment obligation in

exchange for all or part of the proceeds

due on the obligation and includes in gross

income under section 453A(d) the net

proceeds of the secured indebtedness.

Where to send applications for a

withholding certificate. Form 8288-B and

other applications for a withholding

certificate must be sent to the Internal

Revenue Service Center, d.p. 543 East

building/FIRPTA-X, P.O. Box 21086,

Philadelphia, PA 19114-0586.

If you receive a withholding certificate

from the IRS and withholding is still

required, a copy of the withholding

certificate must be attached to Form 8288,

U.S. Withholding Tax Return for

Dispositions by Foreign Persons of U.S.

Real Property Interests.

Purpose of form. Use Form 8288-B to

apply for a withholding certificate to

reduce or eliminate withholding on

dispositions of U.S. real property interests

by foreign persons, but only if the

application is based on:

Installment sales. A transferee is required

to withhold on the full sales price

regardless of the amount of the payment.

However, if the transferor is not a dealer

and will report gain using the installment

method under section 453, a withholding

certificate allowing reduced withholding

may be obtained. Any withholding

certificate based on the installment sale

method will provide for payment of interest

on the deferred tax liability under section

453A(c) when applicable.

Required attachments to Form 8288-B.

See the Specific Instructions below to

find out what information must be attached

to this form. Failure to include all the

required information and documents with

the application will cause it to be

considered incomplete and may delay the

issuance of the withholding certificate.

Specific Instructions

Read the following instructions carefully. In

certain cases, attachments to this form are

required.

Do not use this form for applications:

For installment sales subject to

withholding under section 1445(a) or (e),

the IRS will consider applications for a

withholding certificate based on the

transferee’s (or entity’s or fiduciary’s)

agreement to all of the following:

1. Withhold and pay over 10% or lower

amount determined by the IRS (or the

amount the IRS determines to be

appropriate under section 1445(e)) of the

down payment. The amount paid over

must include any liabilities of the transferor

(entity in the case of section 1445(e))

assumed by the transferee, or liabilities to

which the U.S. real property interest was

subject immediately before and after the

transfer.

Who can apply for a withholding

certificate. Either the transferee or the

transferor (or other authorized person) can

file this application.

Withholding certificate. The IRS can issue

a withholding certificate to reduce or

eliminate withholding under section 1445.

A certificate issued before the transfer

notifies the transferee that reduced

withholding or no withholding is required. A

certificate issued after the transfer may

authorize an early or a normal refund. If, on

the date of transfer, an application for a

withholding certificate is or has been

submitted to the IRS, the applicable

withholding is not required to be paid over

to the IRS until the 20th day after the day

that the IRS mails the withholding

certificate or notice of denial.

See Regulations sections 1.1445-3 and

1.1445-6 and Rev. Proc. 88-23 for

information and procedures for applying for

a withholding certificate.

1. A claim that the transferor is entitled

to nonrecognition treatment or is exempt

from tax, 

2. A calculation solely of the transferor’s

maximum tax liability, or

3. The special installment sales rules

described in Rev. Proc. 88-23, 1988-1 C.B.

787.

● Based on an agreement for the

payment of tax with conforming security,

● For blanket withholding certificates

under Rev. Proc. 88-23, or 

● Other than the three types described

above.

Line 6c. “Associated personal property”

means property (e.g., furniture) sold with a

building. See Regulations section 1.897-1. 

Identification number. The transferee,

transferor, and agent (if applicable) must

provide a Federal identification number (a

TIN) on any application for a withholding

certificate accompanied by a request for

early refund filed with the IRS. For U.S.

individuals, the TIN is a social security

number (SSN). For all other entities, it is an

employer identification number (EIN). If you

are a nonresident alien individual who is

required to have a TIN, but is not eligible

to obtain an SSN, you must apply for an

IRS individual taxpayer number (ITIN). Get

Form W-7, Application for IRS Individual

Taxpayer Identificatin Number, for more

information.

Line 1. Enter the name, street address,

and identification number of the transferor.

If there are multiple transferors, attach

additional sheets giving the required

information about each one. For a

transaction under section 1445(e), enter

the required information for each foreign

person who will bear substantive income

tax liability because of the transaction for

whom adjusted withholding is sought.

Line 2. Enter the name, street address,

and identification number of the transferee.

If there are multiple transferees, attach

additional sheets giving the required

information about each one.

Line 4a. The withholding agent will

normally be the buyer or other transferee

as described in section 1445(c)(4). For

distributions under section 1445(e), the

withholding agent also includes a trustee,

executor, or other authorized person.

Line 4b. If you are not applying for this

withholding certificate in your personal

capacity, enter your SSN or ITIN (see

Identification number under General

Instructions for more information).

Line 4c. If you are acting on behalf of an

estate or trust, or are signing as an

authorized person for an entity other than

an individual (e.g., a corporation or

partnership), enter the name of the estate,

trust, or entity.

Line 4d. Enter the EIN of the estate, trust,

or entity.

Line 5. Enter the address you want the

IRS to use for purposes of returning the

withholding certificate.
Form 8288-B (Rev. 8-98) Page 4

Line 7b. If you checked 7b, attach a

calculation of the maximum tax that can

be imposed on the disposition. You must

also include a statement signed by the

transferor under penalties of perjury that

the calculation and all supporting evidence

is true and correct to the best knowledge

of the transferor.

Evidence that there is no unsatisfied

withholding liability includes any of the

following:

Line 7a. If you checked 7a, attach: Line 7c. If you checked 7c, see

Installment sales on page 3.

Line 8. You must provide a calculation of

the transferor’s unsatisfied withholding

liability or evidence that it does not exist.

This liability is the amount of any tax the

transferor was required to, but did not,

withhold and pay over under section 1445

when the U.S. real property interest now

being transferred was acquired, or upon a

prior acquisition. The transferor’s

unsatisfied withholding liability is included

in the calculation of maximum tax liability

so that it can be satisfied by the

withholding on the current transfer.

Line 9a. If the transaction is subject to

withholding under section 1445(e), check

the box to indicate which provision of

section 1445(e) applies. 

A nonresident alien or foreign

corporation must also attach a statement

of the adjusted basis of the property

immediately before the distribution or

transfer.

Signature. The application must be signed

by an individual, a responsible corporate

officer, a general partner of a partnership,

or a trustee, executor, or other fiduciary of

a trust or estate. The application may also

be signed by an authorized agent with a

power of attorney. Form 2848, Power of

Attorney and Declaration of

Representative, can be used for this

purpose.

If the purchase price includes personal

property not subject to tax under section

897, for the calculation of maximum tax,

the transferor must also include a

statement listing each such item of

personal property transferred and the fair

market value attributable to each item. The

fair market value claimed should be

supported by an independent appraisal or

other similar documentation.

Line 6d. Check “Other” if the property was

used for both personal and rental use and

attach an explanation.

Line 6f. Enter the address and description

of the property (e.g., “10-story, 100-unit

luxury apartment building”). For a real

estate holding corporation interest

transferred, enter the class or type and

amount of the interest (e.g., “10,000 shares

Class A Preferred Stock XYZ Corporation”).

Paperwork Reduction Act Notice. 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.

The time needed to complete and file

this form will vary depending on individual

circumstances. The estimated average time

is:

Recordkeeping 2 hr., 4 min.

Learning about the

law or the form 1 hr., 48 min.

Preparing the form 53 min.

Copying, assembling,

and sending the form

to the IRS 20 min.

You are not 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 Code section

6103.

If you have comments concerning the

accuracy of these time estimates or

suggestions for making this form 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

this form to this office. Instead, see Where

to send applications for a withholding

certificate on page 3.

1. A brief description of the transfer, 

2. A summary of the law,

3. Facts supporting the claim of

nonrecognition or exemption, 

4. Evidence that the transferor has no

unsatisfied withholding liability, and

5. The most recent assessed value for

state or local property tax purposes of the

interest to be transferred, or other estimate

of its fair market value. You need not

submit supporting evidence of the value of

the property.

1. Evidence that the transferor acquired

the subject or prior real property interest

before 1985; 

2. A copy of Form 8288 filed and proof

of payment;

3. A copy of a withholding certificate

issued by the IRS plus a copy of Form

8288 and proof of payment of any amount

required by that certificate; 

4. A copy of the nonforeign certificate

furnished by the person from whom the

U.S. real property interest was acquired,

executed at the time of that acquisition; 

5. Evidence that the transferor

purchased the subject or prior real

property interest for $300,000 or less and

a statement, signed by the transferor under

penalties of perjury, that the transferor

purchased the property for use as a

residence within the meaning of

Regulations section 1.1445-2(d)(1);

6. Evidence that the person from whom

the transferor acquired the subject or prior

U.S. real property interest fully paid any tax

imposed on that transaction under section

897; 

7. A copy of a notice of nonrecognition

treatment provided to the transferor under

Regulations section 1.1445-2(d)(2) by the

person from whom the transferor acquired

the subject or prior U.S. real property

interest; or 

8. A statement, signed by the transferor

under penalties of perjury, explaining why

the transferor was not required to withhold

under section 1445(a) with regard to the

transferor’s acquisition of the subject or

prior real property interest.

The calculation of the maximum tax that

can be imposed must include:

1. Evidence of the amount to be realized

by the transferor, such as a copy of the

signed contract of transfer,

2. Evidence of the adjusted basis of the

property, such as closing statements,

invoices for improvements, and

depreciation schedules, or if no

depreciation schedules are submitted, a

statement of the nature of the use of the

property and why depreciation was not

allowed,

3. Amounts to be recaptured for

accelerated depreciation, investment

credit, or other items subject to recapture,

4. The maximum capital gain and/or

ordinary income tax rates applicable to the

transfer,

5. The tentative tax owed, and

6. Evidence showing the amount of any

increase or reduction of tax to which the

transferor is subject, including any

reduction to which the transferor is entitled

under a U.S. income tax treaty.

If you have a net operating loss, see

section 4.06 of Rev. Proc. 88-23 for

special rules about the maximum tax

calculation.

Line 9b. Indicate whether the applicant is

the taxpayer or the person required to

withhold, and in what capacity that person

is required to withhold.