OMB No. 1545-1934

Certificate of Partner-Level Items to Reduce

Section 1446 Withholding Form 8804-C

Department of the Treasury

Internal Revenue Service

Foreign partner’s name Taxpayer Identification Number

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

Date of Certification

City, state, and ZIP code. If a foreign address, see instructions.

Section A—Partner Information

Part I General Information

Partnership’s tax year for which the certificate is submitted

beginning , 2008, and ending , 20

Section B—Partnership Information

Partnership’s name Employer Identification Number

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

City, state, and ZIP code. If a foreign address, see instructions.

This certificate is not being submitted by a partnership, estate, trust (other than certain grantor trusts described in the

instructions), or beneficiary thereof.

b

I acknowledge that submitting this certificate does not relieve me of my obligation to file my income tax return and pay income 

tax nor my obligation to make any estimated tax payments under section 6654 or 6655. I will make all estimated tax payments 

required under section 6654 or 6655.

2a

I acknowledge that the receipt of this certificate by the IRS does not constitute acceptance of the amount or character of any 

item of deduction or loss submitted as part of this certificate.

c

The partner makes the following representations:

1a This certificate is not being submitted to a publicly traded partnership.

© See separate instructions.

2008

If this is the first certificate submitted for this or any prior tax year, check here © .

1

A

B If a certificate was submitted for a prior tax year, enter that tax year here ©

C If the partner is submitting an updated certificate, check here © . Also, complete Part I, line 5.

Section C—Partner Representations

I have provided valid documentation to the partnership to which this certificate is being submitted in accordance with

Regulations section 1.1446-1.

d

If this year is the first tax year for which I am submitting a certificate to any partnership (regardless of whether I was a partner 

in the partnership to which I am submitting this certificate or any other partnership during each of these years):

(i) My U.S. federal income tax return for the immediately preceding tax year has been (or will be) timely filed (including extensions 

I obtained);

(ii) The U.S. federal income tax returns for the second and third preceding tax years were filed by the earlier of:

(1) The date that is 1 year after the due date set forth in section 6072(c) for filing such return, not including any extensions 

of time to file; or 

(2) The date on which this certificate is submitted to the partnership;

(iii) All amounts due with each return (including interest, penalties, and additions to tax, if any) were (or will be) paid on or

before these dates.

3a

If this year is not the first tax year for which I am submitting a certificate to any partnership: 

(i) I met the requirements on line 3a for the first tax year for which I submitted a certificate to any partnership; 

(ii) I timely filed (including extensions I obtained) a U.S. federal income tax return for the first year I submitted a certificate to 

any partnership; 

(iii) I have (or will have) timely filed (including extensions I obtained) a U.S. federal income tax return for each tax year since

the first tax year for which I submitted a certificate to any partnership (regardless of whether I was a partner in any partnership 

during each of those years); and 

(iv) I have (or will have) timely paid all amounts due with those returns.

b

c I will timely file my U.S. federal income tax return for the current tax year and timely pay all amounts due with that return.

As of the time of submission of this certificate, I had not filed the following U.S. federal income tax return:

Return Form © Tax Year Ended © Filing Due Date ©

I will comply with the provisions of Regulations section 1.1446-6(c)(2)(ii)(B) for providing an updated certificate or status update 

with respect to the filing of any such return. See instructions for additional information.

b

4a

I have not used (and will not use) the deductions and losses set forth in this certificate to reduce installment tax obligations 

under section 6654 or 6655 on income, other than my allocable share of income from the partnership to which this certificate 

is provided.

b
Complete Part II to certify the deductions and losses for the tax year that you reasonably expect to be available to reduce your U.S.

federal income tax liability on your allocable share of effectively connected income or gain from the partnership (see instructions).

Form 8804-C (2008) Page 2

An updated certificate is required when the facts or representations made in the original certificate have changed or a status

report is required. If you did not check line C in Part I and are not submitting an updated certificate, skip this Section D and go 

to Part II.

Section D—Updated Certificates

5 Check the following reason(s) that applies for filing an updated certificate:

The certificate I submitted to the partnership for this tax year listed a prior tax year U.S. federal income tax return that I

had not yet filed. I have now filed this tax return and am submitting this updated certificate to inform the partnership that

the return has been filed. This updated certificate must be submitted within 10 days of the return’s filing. Complete Part

I, line 4a and substitute the date filed for the filing due date.

a

The certificate I submitted to the partnership for this tax year listed a prior tax year U.S. federal income tax return that I

had not yet filed. I am submitting this updated certificate to the partnership prior to its final installment due date of 1446

tax (see instructions) to inform the partnership that such tax return remains un-filed. Complete Part I, line 4a and include

any extension of time in the filing due date.

b

The amount or character of the deductions and losses listed on the most recent certificate I submitted to the partnership

has changed and I am informing the partnership of those changes. This updated certificate must be submitted within 10

days of making that determination. Complete all three columns of Part II, line 7.

c

I previously certified to the partnership that, for this tax year, my investment in the partnership was my only activity

giving rise to effectively connected income, gain, loss, or deduction. I am informing the partnership that this certification

is no longer accurate. This updated certificate must be submitted within 10 days of this change.

d

Other information on the most recent certificate I submitted is incorrect. I am providing the corrected information on this

updated certificate and I am attaching a statement identifying the information being corrected.

e

Whereas the partner has completed all of the applicable information requested in Part I of this form, which is incorporated into this

certification by reference, the partner represents:

Part II Certifications of Deductions and Losses Under Regulations section 1.1446-6(c)(1)(i)

6 The deductions and losses set forth in this certificate are described in Regulations section 1.1446-6(c)(1)(i).

All of the deductions and losses set forth in this certificate are (or will be) reflected on my U.S. federal income tax returns for a

tax year ending prior to the installment due date or the close of the partnership tax year for which this certificate will be

considered.

7

The deductions and losses described in Regulations

section 1.1446-6(c)(1)(i) that meet the requirements of

line 7 that I reasonably expect to be available to reduce 

my U.S. federal income tax liability on my allocable

share of effectively connected income or gain from the

partnership for this tax year are:

Net operating loss carryover

8

a

Other ordinary deductions and losses described in

Regulations section 1.1446-6(c)(1)(i) that are subject to

partner level limitation or warrant special consideration.

Attach a statement that indicates type, amount, and

limitations

8a

8b

Capital losses. Attach a statement that indicates type and

amount

f

b

8c

(a) Amount on First or 

Previously Superseded 

Certificate

(b) Net Change–

Amount of Increase or 

(Decrease)

(c) Updated Certificate 

Amount

Losses suspended under section 704(d) that are

attributable to the partnership to which this certificate is

being submitted

c

8d

Suspended passive activity losses that meet the

requirements of Regulations section 1.1446-6(c)(1)(i)(D).

Attach a statement identifying the partnership activity to

which the loss relates

d

8e

Suspended at-risk losses that meet the requirements of

Regulations section 1.1446-6(c)(1)(i)(D). Attach a statement 

identifying the partnership activity to which the loss

relates

e

8f

© Complete columns (b) and (c) if filing an updated certificate.

© All filers must complete column (a).

Note. If Part III is applicable, it is not necessary to complete Part II. However, under some circumstances, it may be advisable to

complete both Part II and Part III. See instructions.
Form 8804-C (2008) Page 3

Whereas the partner has provided all of the applicable information requested in Part I of this form, which is incorporated into this

certification by reference, the partner represents:

If the only activity that gives rise to effectively connected income, gain, deduction, or loss during the partner’s tax year is (and 

will be) the partner’s investment in the partnership, check here ©

11

Consent is hereby given to disclosures of return and return information by the Internal Revenue Service pertaining to the validity

of this certificate to the partnership or other withholding agent to which this certificate is submitted for the purpose of administering 

section 1446.

Under penalties of perjury, I declare that I have examined this certification, 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.

Part III Certification Under Regulations section 1.1446-6(c)(1)(ii)

Part IV Disclosure Consent and Signature

Sign 

Here Signature of partner or authorized representative

Form 8804-C (2008)

Date Preparer’s SSN or PTIN Preparer’s

signature Check if

self-employed

Firm’s name (or

yours if self-employed),

address, and ZIP code

EIN

Phone no.

©

© ( )

Paid

Preparer’s

Use Only

Title Date ©

The deductions and losses set forth in this certificate have not been disallowed by the IRS as part of a proposed adjustment 

described in Regulations section 601.103(b) or 601.105(b).

10

If signed by an authorized representative, a copy of the power of attorney must be attached.

9 The amounts of deductions and losses set forth in this Form 8804-C have not been certified to another partnership for the same 

tax year for the purpose of reducing that other partnership’s withholding under section 1446.

Complete Part III to certify that your investment in the partnership is (and will be) your only activity that will give rise to effectively

connected items for the tax year (see instructions).