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Department of the Treasury
Internal Revenue Service
2024

Instructions for Form 8804-W

(WORKSHEET)

Installment Payments of Section 1446 Tax for Partnerships

Section references are to the Internal Revenue must file Form 8813. Furthermore, the A partner may be entitled to use a
Code unless otherwise noted. partnership is generally required to notify preferential rate on the following types of
each foreign partner of the section 1446 income or gain.
Future Developments tax paid on the partner's behalf within 10 1. Line 1i—See section 1(h)(4) and
For the latest information about days of the installment payment due date, the instructions for Schedule D (Form
developments related to Form 8804-W or, if paid later, the date the installment 1040), line 18, for more information
and its instructions, such as legislation payment is made. See Regulations regarding 28% rate gain.
enacted after they were published, go to section 1.1446-3(d)(1)(i) for information
IRS.gov/Form8804W. that must be included in the notification 2. Line 1m—See section 1(h)(6) and
and for exceptions to the notification the instructions for Schedule D (Form
requirement. 1040), line 19, for more information
General Instructions regarding unrecaptured section 1250 gain.
Refiguring Estimated 3. Line 1q—Adjusted net capital gain
Purpose of Form is net capital gain, as defined in section
Partnerships that have effectively Section 1446 Tax 1222(11), reduced (but not below zero) by
connected taxable income (ECTI) If, after the partnership figures and makes the sum of (a) unrecaptured section 1250
allocable to foreign partners can use the an installment payment of estimated gain, and (b) 28% rate gain, plus qualified
Form 8804-W (WORKSHEET) to section 1446 tax, it finds that its section dividend income. See section 1(h)(3).
determine the proper estimated section 1446 tax liability for the year will be more
1446 tax payments. or less than originally estimated, it may If the partnership has net ordinary loss,
have to refigure its required installments. If net short-term capital loss, or net 28% rate
Who Must Make Estimated earlier installments were underpaid, the loss, each net loss should be netted
partnership may owe a penalty for against the appropriate categories of
Section 1446 Tax underpayment of estimated tax. An income and gain to determine the
Payments immediate catch-up payment should be amounts of income and gain to be entered
Partnerships must generally make made to reduce the amount of any penalty on lines 1a, 1e, 1i, 1m, and 1q,
installment payments of estimated section resulting from the underpayment of any respectively. Don’t enter a negative
1446 tax if the aggregate tax on the ECTI earlier installments, whether caused by a number on line 1a, 1e, 1i, 1m, or 1q. See
that is allocable to all foreign partners will change in estimate, failure to make a section 1(h) and Notice 97-59, 1997-45
be $500 or more. payment, or a mistake. I.R.B. 7, available at IRS.gov/pub/irs-irbs/
irb97-45.pdf, for rules for netting gains and
losses.
When To Make Estimated Specific Instructions Lines 1b, 1f, 1j, 1n, and 1r. Enter the
Section 1446 Tax reduction amounts for state and local
Payments Part I—Determination of taxes under Regulations section
The installments are due by the 15th day Installment Payments 1.1446-6(c)(1)(iii). See Reductions for
of the 4th, 6th, 9th, and 12th months of the Complete Form 8804-W for each State and Local Taxes in the Instructions
partnership's tax year. If any date falls on a installment payment of section 1446 tax for Forms 8804, 8805, and 8813 for
Saturday, Sunday, or legal holiday, the based on the information available at the additional information. The netting rules
installment is due on the next regular time of the installment payment. under section 1(h) and Notice 97-59 must
business day. be considered in determining the category
Lines 1 Through 6—Current of income the reduction amounts offset.
Underpayment of Year Safe Harbor Lines 1c, 1g, 1k, 1o, and 1s. Enter the
Estimated Section 1446 Lines 1a, 1e, 1i, 1m, and 1q. To reduction amounts resulting from certified
Tax determine the allocable share of ECTI for partner-level items received from foreign
A partnership that doesn’t make estimated all foreign partners, see Effectively partners using Form 8804-C. See
section 1446 tax payments when due may Connected Taxable Income in the Certification of Deductions and Losses in
be subject to an underpayment penalty for Instructions for Forms 8804, 8805, and the Instructions for Forms 8804, 8805, and
the period of underpayment. See 8813. Enter on lines 1i, 1m, and 1q the 8813 for additional information. The
Schedule A (Form 8804) for details. specified types of ECTI allocable to those netting rules under section 1(h) and Notice
partners who would be entitled to use a 97-59 must be considered in determining
preferential rate on such income or gain the category of income the reduction
How To Make Estimated (see Regulations section 1.1446-3(a)(2)). amounts offset.
Section 1446 Tax For tiered partnerships, see Regulations Line 8—Prior Year Safe Harbor
Payments section 1.1446-5.
Enter the total section 1446 tax that would
A partnership that is required to make an have been due for 2023, applying the
installment payment of section 1446 tax 2023 rates (see the 2023 Form 8804-W for

Jul 25, 2023 Cat. No. 51675X

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the 2023 rates), on ECTI allocable to all method) or the partnership chooses not to installment (if applicable), or (c) the
foreign partners for 2023, without any continue using it), in order to avoid an current year safe harbor (increased by any
reductions for state and local taxes under underpayment penalty on the current recapture of a reduction in a required
Regulations section 1.1446-6(c)(1)(iii) or installment payment, the partnership must installment under section 6655(e)(1)(B)).
certified partner-level items. For the pay the sum of (a) the current installment
partnership's first installment payment, if payment based on the current year safe Line 12
the 2023 Form 8804 hasn’t yet been filed, harbor, plus (b) the sum of the amount by Include on line 12 any 2023 overpayment
an estimate is acceptable. However, if the which the current year safe harbor that the partnership chose to credit
partnership later determines that this exceeds the prior year safe harbor amount against its 2024 tax. The overpayment is
estimate is incorrect, see Refiguring paid in for each prior installment period credited against unpaid required
Estimated Section 1446 Tax, earlier. during which it qualified for the prior year installments in the order in which the
safe harbor. installments are required to be paid.
Complete line 8 only if all of the
following apply. Line 9 Also, include on line 12 the following:
• The prior tax year consisted of 12 You can enter the smaller of line 7 or • Section 1446 tax withheld and paid by
months. line 8. However, if, for any installment another partnership because the
• The partnership timely files (including payment, line 7 is smaller than line 8 and partnership preparing this Form 8804-W
extensions) a U.S. return of partnership you enter that smaller line 7 amount on was a partner in that partnership during
income (for example, Form 1065) for the line 9, you won’t qualify for the prior year the tax year. See the instructions for Form
prior year. safe harbor when determining any penalty 8804, line 6b and line 6c, in the
• The amount of ECTI for the prior tax due on Schedule A (Form 8804) (see the Instructions for Forms 8804, 8805, and
year is not less than 50% of the ECTI line 8 instructions, earlier). Therefore, in 8813.
expected for the current tax year. that case, for any subsequent installment • Section 1445(a) or 1445(e)(1) tax
Furthermore, the Form 8804 on which the payment during the tax year, don’t use the withheld from or paid by the partnership
current year ECTI will be reported must be line 8 amount. filing this Form 8804-W during the tax year
timely filed. for a disposition of a U.S. real property
Line 10—Installment Due Dates interest. See the instructions for Form
If any of the above does not apply, skip 8804, line 6d and line 6e, in the
line 8 and enter the amount from line 7 on Calendar-year taxpayers. Enter
line 9. 4-15-2024, 6-17-2024, 9-16-2024, and Instructions for Forms 8804, 8805, and
12-16-2024, respectively, in columns (a) 8813.
If the partnership qualifies to use the through (d). • Section 1446(f)(1) tax withheld from the
prior year safe harbor and chooses that partnership filing this Form 8804-W during
method, it must use that method to pay Fiscal-year taxpayers. Enter the 15th the tax year for a disposition of an interest
each of its installments during the tax year. day of the 4th, 6th, 9th, and 12th months in a partnership engaged in the conduct of
Furthermore, for each installment of the partnership's tax year in columns (a) a U.S. trade or business. See the
payment, the average of that installment through (d). If the regular due date falls on instructions for Form 8804, lines 6f and 6g,
and prior installments during the tax year a Saturday, Sunday, or legal holiday, enter in the Instructions for Forms 8804, 8805,
must be at least 25% of the amount that the next business day. and 8813.
satisfies the partnership's section 1446 tax Line 11 The partnership generally enters these
liability under the prior year safe harbor. If Enter 25% (0.25) of line 9 in columns (a) amounts in the column that corresponds to
the partnership doesn’t satisfy both of through (d). If the partnership uses the the installment period for which these
these requirements, it won’t qualify for the annualized income installment method or amounts were paid or withheld. However,
prior year safe harbor when determining the adjusted seasonal installment method, if the partnership learns about the
any penalty due on Schedule A (Form then enter the amount from line 43. payments or withholding in a subsequent
8804). installment period, the partnership can
Annualized income installment method claim them in that period.
If the partnership begins using the prior and/or adjusted seasonal installment
year safe harbor method and it determines method. If the partnership's ECTI is
later in the tax year (based upon the expected to vary during the year because, Parts II Through IV
standard option annualization method, for example, it operates its business on a If only the adjusted seasonal installment
described later in these instructions) that it seasonal basis, it may be able to lower the method (Part II) is used, complete Parts II
won’t meet the 50% of ECTI requirement amount of one or more required and IV. If only the annualized income
described in the last bulleted item above, it installments by using the annualized installment method (Part III) is used,
can make all subsequent installment income installment method and/or the complete Parts III and IV. If both methods
payments using the standard option adjusted seasonal installment method. For are used, complete all three Parts. Enter in
annualization method and it won’t be example, a ski shop, which receives most each column on line 11 the amounts from
subject to the penalty determined on of its income during the winter months, the corresponding column of line 43.
Schedule A (Form 8804). This change in may be able to benefit from using one or Don’t figure any required
method must be disclosed in a statement both of these methods in figuring one or ! installment until after the end of
attached to the Form 8804 filed by the more of its required installments. CAUTION the month preceding the due date
partnership for the current tax year. The
statement must include enough To use one or both of these methods, for that installment.
information to allow the IRS to determine complete Part II and/or Part III of the form.
whether the change was appropriate. If those Parts are used for any payment Extraordinary items. Generally, under
date, those Parts must be used for all the annualized income installment
If the partnership begins using the prior subsequent payment due dates. To arrive method, extraordinary items must be
year safe harbor method and switches to at the amount of each required installment, taken into account after annualizing the
the current year safe harbor (because the Part IV automatically selects the smallest ECTI for the annualization period. Similar
partnership doesn’t qualify for the relief of (a) the annualized income installment (if rules apply in determining ECTI under the
described in the previous paragraph (that applicable), (b) the adjusted seasonal adjusted seasonal installment method. An
is, using the standard option annualization extraordinary item includes:

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• Any item identified in Regulations          period in which the partnership normally      example, if the partnership elects Option 
section 1.1502-76(b)(2)(ii)(C)(1), (2), (3),  receives the largest part of its ECTI. The    1, enter on line 30 the annualization 
(4), (7), and (8);                            base period percentage for any period of 6    periods 2, 4, 7, and 10, in columns (a) 
• A section 481(a) adjustment; and            consecutive months is the average of the      through (d), respectively.
• Net gain or loss from the disposition of    three percentages figured by dividing the 
                                                                                                     Use Option 1 or Option 2 only if 
25% or more of the fair market value of the   ECTI for the corresponding 
                                                                                                     the partnership elected to use one 
partnership's business assets during the      6-consecutive-month period in each of the     CAUTION!
                                                                                                     of these options by filing Form 
tax year.                                     3 preceding tax years by the ECTI for each 
                                                                                            8842, Election To Use Different 
  These extraordinary items must be           of their respective tax years.
                                                                                            Annualization Periods for Corporate 
accounted for in the appropriate              Example.        An amusement park with a      Estimated Tax, on or before the due date 
annualization period. However, a section      calendar year as its tax year receives the    of the first required installment payment. 
481(a) adjustment (unless the partnership     largest part of its ECTI during a 6-month     Once made, the election is irrevocable for 
makes the alternative choice under            period, May through October. To figure its    the particular tax year.
Regulations section 1.6655-2(f)(3)(ii)(C))    base period percentage for this 6-month 
is treated as an extraordinary item           period, the amusement park figures its                  1st      2nd      3rd       4th 
occurring on the first day of the tax year in ECTI for each May–October period in                     Install- Install- Install-  Install-
which the item is taken into account in       2021, 2022, and 2023. It then divides the               ment     ment     ment      ment
determining ECTI.                             ECTI for each May–October period by the       Standard
  For more information regarding              total ECTI for that particular tax year. The   Option   3        3        6         9
extraordinary items, see Regulations          resulting percentages are 69% (0.69) for      Option 1  2        4        7         10
section 1.6655-2(f)(3)(ii) and the examples   May–October 2021, 74% (0.74) for May–         Option 2  3        5        8         11
in Regulations section 1.6655-2(f)(3)(vii).   October 2022, and 67% (0.67) for May–
Also, see Regulations section 1.6655-3(d)     October 2023. Because the average of 
(3).                                          69% (0.69), 74% (0.74), and 67% (0.67) is 
                                              70% (0.70), the base period percentage 
De minimis rule.   Extraordinary items                                                      Line 31—ECTI Allocable to All 
                                              for May–October 2024 is 70% (0.70). 
identified above resulting from a particular 
                                              Therefore, the amusement park qualifies 
transaction that total less than $1 million                                                 Foreign Partners
                                              for the adjusted seasonal installment 
(other than a section 481(a) adjustment)                                                    Enter on lines 31a through 31e the ECTI 
                                              method.
can be annualized using the general rules                                                   allocable to all foreign partners for the 
of Regulations section 1.6655-2(f), or, if    Line 15                                       months entered for each annualization 
                                                                                            period in columns (a) through (d) on 
the partnership chooses, can be taken into    If the partnership has certain extraordinary 
                                                                                            line 30. To determine the allocable share 
account after annualizing the ECTI for the    items, special rules apply. Don’t include on 
                                                                                            of ECTI for all foreign partners, see 
annualization period.                         line 15 the de minimis extraordinary items 
                                                                                            Effectively Connected Taxable Income in 
                                              that the partnership chooses to include on 
                                                                                            the Instructions for Forms 8804, 8805, and 
Part II—Adjusted Seasonal                     line 22b. See Extraordinary items, earlier.
                                                                                            8813.
Installment Method                            Line 22b                                      If the partnership has certain 
Note. Part II doesn’t reflect the lower       If the partnership has certain extraordinary  extraordinary items, special rules apply. 
preferential rates permitted under            items of $1 million or more from a            Don’t include on line 31a, 31b, 31c, 31d, 
Regulations section 1.1446-3(a)(2). These     transaction, or a section 481(a)              or 31e the de minimis extraordinary items 
were omitted because, for most taxpayers,     adjustment, special rules apply. Include      that the partnership chooses to include on 
the income reported in Part II will be        these amounts on line 22b for the             line 33a, 33e, 33i, 33m, or 33q, 
predominantly (or exclusively) ordinary       appropriate period. Also, include on          respectively. See Extraordinary items, 
income. If the partnership wishes to          line 22b the de minimis extraordinary         earlier.
consider lower preferential rates for Part II items that the partnership chooses to 
(and if the requirements outlined in the      exclude from line 15. See Extraordinary       Note.   Enter on lines 31c through 31e the 
Note in the line 31 instructions are met), it items, earlier.                               specified types of ECTI (a) allocable to 
                                                                                            those partners who would be entitled to 
should prepare a statement which                                                            use a preferential rate on such income or 
                                              Line 23
appropriately expands lines 15 and 22                                                       gain (see Regulations section 1.1446-3(a)
through 25 to show the applicable special     Enter the reduction to the line 22c amount 
types of income or gain and the applicable    for state and local taxes under Regulations   (2)), and (b) for whom the partnership has 
percentages (see, for example, lines 33       section 1.1446-6(c)(1)(iii) and for certified sufficient documentation to meet the 
and 34 of this Form 8804-W). Also, Part II,   foreign partner-level items submitted         requirements of Regulations section 
lines 15 and 22 through 25, don’t provide     under Regulations section 1.1446-6. See       1.1446-3(a)(2)(ii).
the separate entries for corporate and        Certification of Deductions and Losses in     A partner may be entitled to use a 
non-corporate partners necessary to apply     the Instructions for Forms 8804, 8805, and    preferential rate on the following types of 
the rates on lines 25a and 25b. A             8813 for additional information.              income or gain.
partnership with corporate and                                                              1. Line 31c—See section 1(h)(4) and 
non-corporate partners completing Part II     Part III—Annualized                           the instructions for Schedule D (Form 
should prepare a statement which              Income Installment                            1040), line 18, for more information 
appropriately expands lines 15 and 22                                                       regarding 28% rate gain.
through 25 to show the amounts allocable      Method                                        2. Line 31d—See section 1(h)(6) and 
to both types of partners.                    Line 30—Annualization Periods                 the instructions for Schedule D (Form 
  Complete this part only if the              Enter in the space on line 30, columns (a)    1040), line 19, for more information 
partnership's base period percentage for      through (d), respectively, the annualization  regarding unrecaptured section 1250 gain.
any 6 consecutive months of the tax year      periods that the partnership is using,        3. Line 31e—Adjusted net capital gain 
equals or exceeds 70%. Figure the base        based on the options listed below. For        is net capital gain, as defined in section 
period percentage using the 6-month                                                         1222(11), reduced (but not below zero) by 

Instructions for Form 8804-W (2024)                           -3-

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the sum of (a) unrecaptured section 1250 particular transaction, or a section 481(a) additional information. The netting rules
gain, and (b) 28% rate gain, plus qualified adjustment, special rules apply. Include under section 1(h) and Notice 97-59 must
dividend income. See section 1(h)(3). these amounts on line 33a, 33e, 33i, 33m, be considered in determining the category
or 33q, depending upon the type of of income the reduction amounts offset.
If the partnership has net ordinary loss, income against which the item applies, for
net short-term capital loss, or net 28% rate the appropriate period. Also, include on Lines 33c, 33g, 33k, 33o, and
loss, each net loss should be netted line 33a, 33e, 33i, 33m, or 33q the de 33s
against the appropriate categories of minimis extraordinary items that the Enter the reduction amounts resulting from
income and gain to determine the partnership chooses to exclude from certified partner-level items received from
amounts of income and gain to be entered line 31a, 31b, 31c, 31d, or 31e, foreign partners using Form 8804-C. See
on lines 31a through 31e, respectively. respectively. See Extraordinary items, Certification of Deductions and Losses in
Don’t enter a negative number on lines earlier. the Instructions for Forms 8804, 8805, and
31a through 31e. See section 1(h) and
8813 for additional information. The
Notice 97-59 for rules for netting gains and Enter on lines 33i, 33m, and 33q the netting rules under section 1(h) and Notice
losses. specified types of ECTI if the partner 97-59 must be considered in determining
Line 32—Annualization would be entitled to use a preferential rate the category of income the reduction
on the income or gain (see Regulations amounts offset.
Amounts section 1.1446-3(a)(2)).
Enter the annualization amounts for the 1. Line 33i—See section 1(h)(4) and Part IV—Required
option used on line 30. For example, if the the instructions for Schedule D (Form
partnership elects Option 1, enter on 1040), line 18, for more information Installments Under Part II
line 32 the annualization amounts 6, 3, regarding 28% rate gain. and/or Part III
1.71429, and 1.2, in columns (a) through
(d), respectively. 2. Line 33m—See section 1(h)(6) and Line 38
the instructions for Schedule D (Form
1st 2nd 3rd 4th 1040), line 19, for more information Before completing line 38 in columns (b)
Install- Install- Install- Install- regarding unrecaptured section 1250 gain. through (d), complete lines 39 through 43
in each of the preceding columns. For
ment ment ment ment 3. Line 33q—Adjusted net capital gain example, complete lines 39 through 43 in
Standard is net capital gain, as defined in section column (a) before completing line 38 in
Option 4 4 2 1.33333 1222(11), reduced (but not below zero) by column (b).
Option 1 6 3 1.71429 1.2 the sum of (a) unrecaptured section 1250
Option 2 4 2.4 1.5 1.09091 gain, and (b) 28% rate gain, plus qualified Line 43—Required Installments
dividend income. See section 1(h)(3). For each installment, enter the smaller of
line 39 or line 42 on line 43. Also, enter the
Lines 33b, 33f, 33j, 33n, and 33r result on line 11.
Enter the reduction amounts for state and
Lines 33a, 33e, 33i, 33m, and
local taxes under Regulations section
33q 1.1446-6(c)(1)(iii). See Reductions for
If the partnership has certain extraordinary State and Local Taxes in the Instructions
items that total $1 million or more from a for Forms 8804, 8805, and 8813 for

Paperwork Reduction Act Notice. Your use of this form is optional. It is provided to aid the partnership in determining its tax liability.
You aren’t required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form
displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents
may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential,
as required by section 6103.
The time needed to complete and file this form will vary depending on individual circumstances. The estimated burden for business
taxpayers filing this form is approved under OMB control number 1545-0123.
If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we’d be happy
to hear from you. You can send us comments from IRS.gov/FormComments. Or you can write to the Internal Revenue Service, Tax
Forms and Publications Division, 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224. Don’t send the tax form to this office.
Instead, keep the form for your records.

-4- Instructions for Form 8804-W (2024)

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