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                                                                                                        Department of the Treasury
Instructions for Form 8804-C                                                                            Internal Revenue Service

(Rev. November 2012)

(Use with the March 2009 revision of Form 8804-C)
Certificate of Partner-Level Items to Reduce Section 1446 Withholding

Section references are to the Internal Revenue investment in the partnership is its only     receives written notification from the IRS 
Code unless otherwise noted.                   activity giving rise to effectively connected revoking or modifying the original 
                                               income, gain, loss, or deduction, if the      notification.
Future Developments                            partnership estimates that the annualized 
For the latest information about               (or, in the case of a partnership             When To File
developments related to Form 8804-C,           completing its Form 8804, the actual) 
and its instructions, such as legislation      1446 tax otherwise due for that partner is    Foreign partner. A foreign partner may 
enacted after they were published, go to       less than $1,000, without taking into         submit a Form 8804-C to a partnership at 
www.irs.gov/form8804.                          account any deductions or losses certified    any time during the partnership's year and 
                                               by the partner to the partnership or any      prior to the partnership's filing of its Form 
                                               state and local taxes paid by the             8804.
General Instructions                           partnership on behalf of the partner.
                                                                                             Partnership. A partnership must make 
                                                                                             installment payments of 1446 tax with 
Purpose of Form                                Who Must File                                 respect to a foreign partner using Form 
Form 8804-C is used by a foreign partner                                                     8813. For the first installment period in 
who chooses to provide to a partnership a      Foreign partner. A foreign partner must 
                                                                                             which the partnership considers a Form 
certification under Regulations section        use Form 8804-C to provide a certification 
                                                                                             8804-C in calculating an installment 
1.1446-6 to reduce or eliminate the            to a partnership under Regulations section 
                                                                                             payment of 1446 tax, the partnership must 
partnership's withholding tax obligation       1.1446-6 to reduce or eliminate the 1446 
                                                                                             attach a copy of the Form 8804-C to the 
under section 1446 (1446 tax) on the           tax the partnership must withhold and pay 
                                                                                             Form 8813. For all subsequent installment 
partner's allocable share of effectively       on ECTI allocable to the foreign partner. 
                                                                                             periods for which the partnership 
connected taxable income (ECTI) from the       The foreign partner uses Form 8804-C to 
                                                                                             considers the same Form 8804-C, the 
partnership. The foreign partner uses          certify to the partnership that it meets all 
                                                                                             partnership may, instead of attaching a 
Form 8804-C to certify to the partnership      the requirements of the regulations, and 
                                                                                             copy of the Form 8804-C, attach to the 
that it has certain partner-level deductions   represents that the information provided, 
                                                                                             Form 8813 a statement listing the 
and losses that can reduce or eliminate        including filing requirements, is true, 
                                                                                             following information for each foreign 
the 1446 tax on its allocable share of ECTI    correct, and complete.
                                                                                             partner whose certificate was relied upon 
from the partnership or that its investment                                                  during that installment period:
in the partnership is its only activity giving         Failure to accurately supply all 
                                                                                             Name,
rise to effectively connected income, gain,    !       the information requested by the 
loss, or deduction. The foreign partner        CAUTION form (including attachments) may      Taxpayer identification number, and
also uses Form 8804-C to update                result in the IRS rejecting the form and      The amount of certified deductions and 
information previously certified to the        prevent the partnership from considering      losses, and the amount of state and local 
partnership for the same tax year (updated     the certifications in the form in calculating taxes (if any) the partnership may consider 
certificate).                                  its 1446 tax on the partner's allocable       under Regulations section 1.1446-6(c)(1)
                                               share of ECTI.                                (iii).
Each foreign partner who chooses to                                                          If the partnership is relying on a de 
submit a certificate to a partnership must             A foreign partner should not file     minimis certification submitted by a foreign 
submit a separate Form 8804-C. Also, a         !       Form 8804-C with the IRS. Only        partner, the statement attached to the 
foreign partner must submit a new Form         CAUTION the partnership files Form 8804-C 
                                                                                             Form 8813 should instead indicate that no 
8804-C for each tax year in which it           with the IRS.                                 1446 tax is due with respect to that partner 
chooses to utilize the provisions of                                                         based on the de minimis certification.
Regulations section 1.1446-6.                  Partnership.  A partnership that receives 
                                               a Form 8804-C from a foreign partner is       In all events, the partnership must 
A partnership that receives a Form             not obligated to consider the Form 8804-C     attach the foreign partner's most recently 
8804-C from a foreign partner may              in computing the 1446 tax due with            submitted Form 8804-C to the Form 8805 
consider the form in calculating, paying,      respect to that foreign partner. However, if  filed for the partnership's tax year in which 
and reporting the 1446 tax due with            the partnership considers the Form            the Form 8804-C was considered.
respect to the ECTI allocable to the           8804-C in computing the 1446 tax due          Also, in all events, the partnership must 
foreign partner. A partnership may             with respect to a foreign partner, the        attach a copy of the computation of 1446 
consider, in whole or in part, a Form          partnership must submit a copy of the         tax due with respect to such foreign 
8804-C received from a foreign partner to      Form 8804-C to the IRS as explained in        partner to all Forms 8813, Partnership 
reduce or eliminate the 1446 tax withheld      When To File below.                           Withholding Tax Payment Voucher 
and paid with respect to that partner          If the partnership receives written           (Section 1446), and Forms 8805, Foreign 
based on the deductions and losses             notification from the IRS that a foreign      Partner's Information Statement of Section 
certified by the foreign partner on the Form   partner's certificate is defective, the       1446 Withholding Tax, filed with the IRS 
8804-C.                                        partnership may not use that certificate or   for any installment period or year for which 
                                               any other certificate submitted by the        such Form 8804-C is considered in 
A partnership may also eliminate the           foreign partner for the year submitted or     computing the partnership's 1446 tax. The 
1446 tax due with respect to a partner that    any subsequent year until the partnership     computation of 1446 tax due attached to 
certifies, using Form 8804-C, that its 

Nov 16, 2012                                                 Cat. No. 51633R

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each form must include the amount, if any, 1.1446-1 to determine the status of these to Form 8813 for any installment period
of state and local taxes described in partners and determine their indirect share such Form 8804-C is considered in
Regulations section 1.1446-6(c)(1)(iii) that of the lower-tier partnership's ECTI. See computing the partnership's 1446 tax.
is taken into account with respect to that Regulations sections 1.1446-5(c) and (e). Also attach the required computation of
partner. 2. An upper-tier partnership that 1446 tax due to Form 8805 when filing
A partnership that considers a Form submits a Form 8804-C of a direct or Form 8804.
8804-C received from a foreign partner indirect foreign partner to a lower-tier
(including an updated Form 8804-C) when partnership may not submit that Form
computing its 1446 tax due with respect to 8804-C to another lower-tier partnership. Specific Instructions
such partner must file Form 8813 for each 3. An upper-tier partnership that relies Partnership tax year. Enter in the space
installment period for which the Form on a Form 8804-C submitted to it by a below the title of Form 8804-C the tax year
8804-C is considered, even if, as a result direct or indirect foreign partner to of the partnership to whom you are
of relying on the certificate, no 1446 tax (or compute its 1446 tax due on ECTI furnishing this certificate. If you are
an installment of such tax) is due with allocable to that partner (other than ECTI uncertain, contact the partnership and
respect to such foreign partner. The same allocated to it from a lower-tier request its tax year.
rule applies with respect to the filing of partnership) may not submit that Form
Forms 8804 and 8805 at the end of the 8804-C to any lower-tier partnership. Part I – General
partnership's tax year.
4. A lower-tier partnership that relies Information
A partnership that fails to timely file a on a Form 8804-C of a foreign partner in
valid certificate and computation of 1446 an upper-tier partnership to reduce the Item A. First certificate
tax due is considered to have satisfied the 1446 tax due with respect to such foreign Check the box only if the partner is
above filing requirements if the partnership partner must submit sufficient information submitting a Form 8804-C to any
demonstrates to the IRS that the failure with each Form 8813, and Form 8805, so partnership for the first time, and has
was due to reasonable cause and not that the IRS may reliably associate the never submitted a certificate to any
willful neglect. See Regulations section ECTI and the Form 8804-C with the partnership under the section 1446
1.1446-6(d)(3)(ii) for more information, foreign partner in the upper-tier regulations for any tax year.
including the requirements and partnership. The information submitted
documents necessary to be submitted to must include the foreign partner's name Item B. Previously submitted
satisfy this requirement. All required and taxpayer identification number, as certificate
documentation should be mailed to: well as the allocations of effectively If applicable, enter the foreign partner's
connected items at each partnership level.
Department of the Treasury first tax year for which it submitted a
Internal Revenue Service Center certificate under the section 1446
Philadelphia, PA 19255-0549 Avoid Common Errors regulations to any partnership. For
Foreign partner. To ensure that your example, if the foreign partner is a
A partnership that fails to comply Form 8804-C is accepted, be sure that calendar year taxpayer and previously
! with the above requirements will you: submitted a certificate for its 2010 tax
CAUTION not qualify to consider a foreign Answer all applicable questions year, enter “January 1, 2010 – December
partner's Form 8804-C in calculating its completely. 31, 2010.”
1446 tax. Therefore, a partnership that Complete the date of certification in the Item C. Updated certificate
considers a foreign partner's Form 8804-C space provided in Part I.
See Form 8804-C, line 5, for the
under these circumstances will have Enter your complete name, address, circumstances when an updated
underpaid its 1446 tax and may be subject and identifying number in Part I, Section A. certificate is required.
to an underpayment penalty. See Enter the complete name, address, and
Regulations sections 1.1446-3(b)(2) and EIN of the partnership in Part I, Section B. Addresses
1.1446-6(d)(3). Attach any statement required by When providing a U.S. street address on
line 5f, 8b, 8d, 8e, or 8f, if the line(s) is Form 8804-C, include the suite, room, or
Tiered Partnership Rules applicable. other unit number after the street address.
The following special rules apply to a If making the certification in Part II, If the Post Office does not deliver mail to
partnership (upper-tier partnership), with complete lines 8a through 8f accurately to the street address and the foreign partner
one or more foreign partners, that is also a allow the IRS to determine the benefit you (or partnership) has a P.O. box, enter the
partner in another partnership (lower-tier are claiming. box number instead of the street address.
partnership). List on line 4a all returns that have not If the foreign partner (or partnership)
been filed. receives its mail in care of a third party
1. An upper-tier partnership may Sign and date Part IV. If signed by an (such as an accountant or attorney), enter
submit Forms 8804-C for its direct or authorized representative, be sure to on the street address line “c/o” followed by
indirect foreign partners to a lower-tier attach a copy of the power of attorney. the third party's name and street address
partnership only to the extent that or P.O. box. When providing a foreign
Regulations section 1.1446-5 applies to Partnership. To qualify to consider a
allow the lower-tier partnership to look Form 8804-C to reduce the amount of address on Form 8804-C, enter the
through the upper-tier partnership (and 1446 tax withheld and paid, be sure to: number and street, city, province or state,
any partnership owning an interest in the Attach Form 8804-C to Form 8813 for and the name of the country. Follow the
upper-tier partnership for which the the first installment the Form 8804-C is foreign country's practice in placing the
upper-tier partnership is submitting Forms considered. For subsequent installments, postal code in the address. Do not
8804-C for that partnership) to its partners. see When To File, earlier. Also attach abbreviate the country name.
Included in this requirement is that the Form 8804-C to Form 8805 when filing
upper-tier partnership provide the Form 8804.
lower-tier partnership sufficient Attach the required computation of
documentation under Regulations section 1446 tax due (see When To File, earlier)

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Section A – Partner                             Line 1b                                        paid (or will pay) all amounts due with 
Information                                     The only type of trust that may submit a       respect to the returns (including interest, 
                                                certificate to a partnership is a grantor      penalties, and additions to tax, if any) by 
Foreign partner's name                          trust. A grantor trust is any trust over which the date they are filed. NRA's 2009 
Enter the foreign partner's name. If the        the grantor or other owner retains the         through 2011 U.S. federal income tax 
partner is an individual, enter the partner's   power to control or direct the trust's         returns report income or gain effectively 
last name (surname), then first name. For       income or assets. See sections 671             connected with a U.S. trade or business or 
business entities, enter the complete and       through 679. A grantor trust may submit a      deductions or losses properly allocated 
official business name (as set forth in the     certificate if the grantor or other owner of   and apportioned to such activities.
charter or other legal document creating        the trust has submitted the certificate and    Because 2012 is NRA's first tax year 
it). If a “c/o” or another person's name is     has met the documentation requirements         for which he is submitting a certificate to 
necessary, insert that information in the       of Regulations section 1.1446-1.               any partnership (regardless of whether he 
                                                                                               was a partner in PRS or any other 
address line.                                   Line 2a                                        partnership during each of these years), 
Foreign partner's taxpayer                      A partner may make estimated payments          he must meet the following requirements:
identifying number (TIN)                        for both income tax and self-employment 
                                                                                               1. His U.S. federal income tax return 
If the partner is an individual, the TIN is the tax, as well as other taxes and amounts 
                                                                                               for the 2011 tax year must be timely filed, 
individual's social security number or          reported on its tax return. If the partner 
                                                                                               including any extensions he obtained;
individual taxpayer identification number,      does not pay enough tax through 
and must be entered using a                     withholding or estimated tax payments, it      2. His U.S. federal income tax return 
NNN-NN-NNNN format (for example,                may be charged a penalty. If the partner       for the 2009 and 2010 tax years must 
123-45-6789). The TIN of any other              does not pay enough tax by the due date        have been filed by the earlier of:
foreign partner is its U.S. employer            of each payment period, it may be              The date that is one year after the due 
identification number (EIN), and must be        charged a penalty even if it is due a refund   date set forth in section 6072(c) for filing 
entered using a NN-NNNNNNN format               when it files its tax return. For more         such return, not including any extensions 
(for example, 12-3456789).                      information see Forms 2210 and 2220.           of time to file; or
                                                                                               July 23, 2012, the date on which this 
Date of certification                           Line 2b                                        certificate is submitted to the partnership;
Enter the date when the foreign partner         The character of a loss includes whether       3. All amounts due with each return 
submits the certificate (Form 8804-C) to        the loss is ordinary or capital and whether    (including interest, penalties, and 
the partnership. Use a MM/DD/YYYY               or not it is passive.                          additions to tax, if any) must have been (or 
format (for example, 09/24/2012).               Line 2c                                        will be) paid on or before these dates for 
                                                                                               filing such returns.
Foreign partner's address                       See Form of certification in the 
See Addresses, earlier.                         Instructions for Forms 8804, 8805, and         While NRA's 2009 and 2010 U.S. 
                                                8813 for a listing of documentation a          federal income tax returns were filed after 
                                                foreign partner can provide to a               their due dates, they were filed within one 
Section B – Partnership                         partnership under Regulations section          year of the due date and before NRA 
Information                                     1.1446-1 to establish its foreign status.      submitted his certificate to PRS. In 
                                                                                               addition, if NRA files his 2011 U.S. federal 
Partnership's name                              Lines 3a and 3b                                income tax return on April 13, 2012, and 
Enter the partnership's name. If a “c/o” or     The following examples illustrate the          his 2012 U.S. federal income tax return on 
another person's name is necessary,             required representations.                      May 14, 2013, then such returns will be 
insert that information in the address line.                                                   timely filed. Finally, all amounts due with 
                                                Example 1. A foreign individual (NRA)          each return (including interest, penalties, 
Employer identification number                  and a U.S. individual (B) form a               and additions to tax, if any) were (or will 
(EIN)                                           partnership (PRS) in 2012 to conduct a         be) paid on or before these dates. 
                                                trade or business in the United States.        Therefore, NRA is eligible to submit a 
Enter the partnership's EIN using a             NRA and B provide PRS appropriate              certificate to PRS in 2012.
NN-NNNNNNN format (for example,                 documentation under Regulations section 
12-3456789).                                    1.1446-1 to establish their status for         Example 2.         Assume the same facts as 
Partnership's address                           purposes of section 1446. NRA, B, and          Example 1 except NRA had submitted a 
                                                PRS are calendar year taxpayers. NRA           certificate to another partnership in 2009. 
See Addresses, earlier.                         submits a Form 8804-C to PRS on July           Under these circumstances NRA was 
                                                23, 2012, to be considered by PRS in           required to have timely filed his U.S. 
Section C – Partner                             determining its 1446 tax due with respect      federal income tax return for 2009 and all 
Representations                                 to NRA for the third installment period in     subsequent tax years. Because NRA did 
                                                2012. The Form 8804-C indicates that           not timely file his 2009 U.S. federal 
Line 1a                                         NRA reasonably expects to have an              income tax return, NRA is not eligible to 
A foreign partner must represent that the       effectively connected net operating loss of    submit a certificate to any partnership, 
Form 8804-C is not being submitted to a         $5,000 available to offset his allocable       including PRS, for any subsequent tax 
publicly traded partnership. A publicly         share of ECTI from PRS in 2012. Prior to       year, including 2012.
traded partnership is any partnership (a)       2012, NRA had not submitted a certificate 
whose interests are regularly traded on an      to a partnership. NRA filed his 2009 U.S.      Line 4a
established securities market or is readily     federal income tax return on March 14,         A foreign partner submitting a Form 
tradable on a secondary market (or the          2011; his 2010 U.S. federal income tax         8804-C to the partnership must list all 
substantial equivalent thereof), and (b)        return on February 13, 2012; and his 2011      returns required under line 3a or 3b that 
that is not treated as a corporation. See       U.S. federal income tax return on April 13,    have not been filed at the time of the Form 
section 7704.                                   2012. NRA will file his 2012 U.S. federal      8804-C submission.
                                                income tax return on May 14, 2013. NRA 

Instructions for Form 8804-C (Rev. 11-2012)                           -3-

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Example 3. A foreign partner submits The foreign partner is also required to Line 7
a Form 8804-C to its U.S. partnership on submit to the partnership another updated A foreign partner may not certify a loss or
June 1, 2012, but has not yet filed its 2011 Form 8804-C when it files the prior year deduction for a tax year that ends on the
U.S. federal income tax return. The foreign income tax return. On that updated Form same date as or after the partnership's tax
partner discloses the required information 8804-C, the foreign partner will check the year ends. See the instructions for lines 3a
on line 4a as follows. box on line 5a to inform the partnership of and 3b, earlier, for the filing dates required
the occurrence of the event.
Return Form: 1040NR for U.S. federal income tax returns on
Tax Year Ended: December 31, 2011 The foreign partner must inform which the deductions and losses must be
reflected.
Filing Due Date: June 15, 2012 ! the partnership if it fails to file the
CAUTION prior year return by its due date
Example 5. Both the foreign partner
including any extensions obtained. In this and the partnership have calendar tax
Section D – Updated case, the partnership must disregard the years. The foreign partner may certify a
Certificates partner's certificate when computing the net operating loss (NOL) for its 2011 tax
A foreign partner must submit any updated 1446 tax due with respect to that partner year to the partnership for the
certificate(s) required by line 5a, 5c, 5d, or for all remaining installment periods and partnership's 2012 tax year. However, the
5e within 10 days of the occurrence of the when completing its Form 8804 for the tax foreign partner may not certify an NOL for
event described on the applicable line(s). year. its 2012 tax year for the partnership's 2012
Like the first Form 8804-C, a partner must tax year.
submit any updated Forms 8804-C to the Line 5d
partnership, not the IRS. The character of a loss includes whether Example 6. The foreign partner has a
Example 4. When the foreign partner the loss is ordinary or capital and whether fiscal tax year ending on June 30, and the
submitted its first certificate to the or not it is passive. partnership has a calendar tax year. The
foreign partner may not certify an NOL for
partnership, it had not yet filed a prior year Line 5e its tax year ending June 30, 2012, to the
U.S. federal income tax return. When the partnership until after June 30, 2012. If the
foreign partner files the tax return, it Examples of when another activity would
determines that it had overstated the give rise to effectively connected income, foreign partner certifies the NOL on July
amount of the loss certified on its first gain, loss, or deduction include if the 16, 2012, the partnership is not permitted
certificate. The partner would check boxes foreign partner began a U.S. trade or to consider that NOL until its September
5a and 5d when it submits its updated business or invested in a partnership that 15, 2012, installment due date.
certificate. is engaged in a U.S. trade or business.
Line 8
Lines 5b and 5c Line 5f The following instructions explain the
A foreign partner checks the box on Examples of other information that would responsibilities of the partner and the
line 5b or line 5c to provide the status require an updated certificate include a partnership with respect to this line.
update required by Regulations section partner correcting an incorrect taxpayer Partnership. A partnership must take into
1.1446-6(c)(2)(ii)(B)(1), if applicable. This identification number or address listed on account any limitations on the use of any
update informs the partnership that an the first Form 8804-C. deduction or loss certified by the foreign
un-filed prior year U.S. federal income tax partners on Form 8804-C in determining
return listed on a previous certificate Part II – Certifications of the 1446 tax due with respect to the
remains un-filed. This updated certificate Deductions and Losses partner. For example, a partner certifies
must be provided to the partnership before passive activity losses on line 8d and
the partnership's final installment due date Under Regulations Section identifies the activities the partnership
of 1446 tax. The partnership's installment 1.1446-6(c)(1)(i) conducts that the partner expects will be
due dates of 1446 tax are the 15th day of In Part II, the foreign partner makes passive activities. The partnership must
the 4th, 6th, 9th, and 12th months of its tax representations about the character and limit the amount of certified loss it
year. For calendar year partnerships, amounts of its deductions and losses that considers relating to each activity to the
these correspond to the 15th day of April, are available to offset its allocable share of amount of income the partnership
June, September, and December. ECTI. The foreign partner also lists the generates from that activity.
amounts and character of the eligible Foreign partner. Enter on the
If the first certificate submitted can deductions and losses. Deductions and appropriate line the amount of the eligible
continue to be considered by the losses certified to a partnership for a tax deductions and losses that are being
partnership, check the box on line 5b. If year of the partnership may not be represented to the partnership. The
the first certificate submitted can no longer certified to another partnership whose tax character of the deductions and losses will
be considered by the partnership, check year begins or ends with or within the tax determine where the entry is made. Any
the box on line 5c. year of the partnership to which the deductions and losses certified to the
If the partnership does not deductions and losses were certified. partnership from another partnership must
be reported on a Form 1065
CAUTION from the partner prior to the
! receive an updated certificate Note. If Part III is applicable, it is not (Schedule K-1) issued (or to be issued) to
necessary to complete Part II. However,
partnership's final installment due date (or the foreign partner by such other
under some circumstances, it may be partnership.
if the statement described in the previous advisable to complete both Part II and Part
paragraph is not attached to the
III. See the instructions for line 11, later, for A foreign partner may not certify
certificate), the partnership must disregard more information. ! current year deductions and
the partner's certificate when computing CAUTION
losses to a partnership.
the 1446 tax due with respect to that Line 6
partner for the final installment period and A partner may not certify charitable
when completing its Form 8804 for the tax contribution deductions to the partnership.
year. See Regulations section 1.1446-6(c)
(2)(ii)(B)(1) for additional information.

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Column (a) capital losses from long-term capital (in which the partner is or was a partner)
losses in the attachment. that affects the foreign partner's original
A partner submitting its first certificate for distributive share of deductions and
the current tax year should complete Line 8c losses from a prior year.
column (a) only. A partner submitting an Enter only those losses suspended under
updated certificate should complete section 704(d) that are attributable to the Part III – Certification
columns (a), (b), and (c). partnership to which this certificate is
being submitted. Section 704(d) limits the Under Regulations Section
A partner submitting an updated amount of losses (that flow through a 1.1446-6
certificate should enter in column (a) the partnership to a partner) to the partner's
amounts from its first certificate submitted basis in the partnership. Any excess Line 11
to the partnership for the current tax year. losses are suspended and may not be When applicable under Regulations
If the first certificate has been superseded, used by the partner until the partner's section 1.1446-6(c)(1)(ii)(B), a foreign
enter in column (a) the amounts from the basis increases. A partner may certify its partner may certify that its investment in
most recent certificate submitted to the losses suspended under section 704(d) the partnership is (and will be) the sole
partnership. only to the partnership to whom those activity that will give rise to effectively
losses are attributable. connected income, gain, deduction, or
Column (b) loss during the partner's tax year in which
Line 8d
Enter the net increase or net decrease for Form 8804-C is submitted to the
each line being changed. Enter only those suspended activity losses partnership. The foreign partner must
that meet the requirements of Regulations make this determination based on the
section 1.1446-6(c)(1)(i)(D). Attach a partnership's tax year that ends with or
Column (c) statement identifying the partnership within the partner's tax year. A qualifying
Add the increase in column (b) to the activity to which each loss relates. For foreign partner makes this certification by
amount in column (a), or subtract the more information regarding passive checking the box on line 11.
column (b) decrease from column (a). activity losses, see Form 8582 and Pub.
Enter the result in column (c). For an item 925. A foreign partner may make the
that did not change, enter the amount from certification on line 11 without making the
column (a) in column (c). Line 8e certifications in Part II. However, see the
Enter only those suspended at-risk losses next paragraph for the only circumstance
Note. Show any negative numbers that meet the requirements of Regulations under which a partnership may consider a
(losses or decreases) in columns (a), (b), section 1.1446-6(c)(1)(i)(D). Attach a certification on line 11. A foreign partner
or (c) in parentheses. statement identifying the partnership making the certifications in Part II need not
activity to which each loss relates. For make the certification on line 11.
Line 8a. Net Operating Loss more information regarding at-risk loss A partnership that receives this
Carryover limitations, see Form 6198 and Pub. 925. certification from a foreign partner, and
Foreign partner. The NOL must be Line 8f that may reasonably rely on such
certification, is not required to pay 1446
connected with gross income which is Enter other ordinary deductions and
tax (or any installment of such tax) with
effectively connected (or treated as losses described in Regulations section
respect to such partner if the partnership
effectively connected) with conduct of the 1.1446-6(c)(1)(i) that are subject to
estimates that the annualized (or, in the
partner's trade or business in the United partner level limitation or warrant special
case of a partnership completing its Form
States. consideration. A foreign partner must
8804, the actual) 1446 tax otherwise due
Partnership. Regulations section identify in an attachment any other
with respect to such partner is less than
1.1446-6(c)(1)(i)(C) provides that a certified losses or deductions that are
$1,000, without taking into account any
partnership may not consider a partner's subject to special limitations at the partner
deductions or losses the foreign partner
certified NOL deduction in an amount level.
certified to the partnership or any state
greater than 90% of the partner's allocable and local taxes the partnership withholds
share of ECTI reduced by all other Line 9
certified deductions whether or not If a foreign partner is a partner in more on behalf of the partner.
otherwise taken into account, as well as than one partnership, the partner may
state and local income taxes the certify some of its deductions and losses Part IV – Disclosure
partnership withholds on behalf of the to one partnership and some to another. Consent and Signature
partner that are taken into account under However, the total of any one type of Foreign partners should note the
Regulations section 1.1446-6(c)(1)(iii). deduction or loss certified to all importance of the two statements on the
The 90% limitation should be applied on a partnerships may not exceed the amount form to which they are consenting and
cumulative basis for each installment of that deduction or loss carried forward certifying under penalties of perjury. The
period. Note that if the partnership's from a prior year that the partner may first statement reads as follows:
annualized income changes during the claim on its current year U.S. federal tax
year, the limitation on the amount of the return. “Consent is hereby given to disclosures
of return and return information by the
certified NOL deduction that the Line 10 Internal Revenue Service pertaining to the
partnership may take into account can
increase or decrease accordingly. See The foreign partner may not utilize validity of this certificate to the partnership
Regulations section 1.1446-3(b)(2)(i)(B). deductions and losses that have been or other withholding agent to which this
disallowed or proposed to be adjusted by certificate is submitted for the purpose of
Line 8b the IRS. This refers not only to loss administering section 1446.”
Attach a statement that indicates the type disallowances or proposed adjustments
and amount of each capital loss. The resulting from an IRS audit of the foreign The foreign partner's consent gives the
foreign partner must distinguish short-term partner, but also to those resulting from an IRS authority to contact the partnership or
administrative proceeding of a partnership withholding agent directly with questions
to ensure processing of the certificate.

Instructions for Form 8804-C (Rev. 11-2012) -5-

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The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.

The foreign partner will receive copies of Paperwork Reduction Act Notice. We circumstances. The estimated average
all IRS correspondence with the ask for the information on these forms to times are:
partnership regarding the certificate. carry out the Internal Revenue laws of the Recordkeeping ...... 10 hrs., 16 min.
The second statement on the form is a United States. You are required to give us Learning about the law or
penalty of perjury statement required by the information. We need it to ensure that the form ......... 3 hr., 26 min.
the regulations. The statement requires you are complying with these laws and to Preparing the form .... 4 hrs., 41 min.
the signature of the partner, or its allow us to figure and collect the right Copying, assembling, and
authorized representative, under penalties amount of tax. sending the form to the
of perjury, and the date that the Form You are not required to provide the IRS ............ 16 min.
8804-C was signed. information requested on a form that is
If a representative of the partner signs subject to the Paperwork Reduction Act If you have comments concerning the
and dates the Form 8804-C, a power of unless the form displays a valid OMB accuracy of these time estimates or
attorney specifically authorizing this control number. Books or records relating suggestions for making this form simpler,
representation must be attached to the to a form or its instructions must be we would be happy to hear from you. You
Form 8804-C. retained as long as their contents may can write to the Internal Revenue Service,
A partnership will not be able to become material in the administration of Tax Products Coordinating Committee,
consider a Form 8804-C unless all the any Internal Revenue law. Generally, tax SE:W:CAR:MP:T:M:S, 1111 Constitution
above requirements are met. returns and return information are Ave. NW, IR-6526, Washington, DC
confidential, as required by section 6103. 20224. Do not send Form 8804-C to this
address. Instead, send it to the
Date The time needed to complete and file
partnership.
Enter the date when the foreign partner this form will vary depending on individual
signs Form 8804-C. Use the format
MM/DD/YYYY (for example, 09/24/2012).

-6- Instructions for Form 8804-C (Rev. 11-2012)

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