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Department of the Treasury
Internal Revenue Service
2021

Instructions for Forms 8804,

8805, and 8813

Section references are to the Internal Revenue (NCMEC). Photographs of missing withholding tax credit on the
Code unless otherwise noted. children selected by the Center can beneficiaries' income tax returns. See
appear in instructions on pages that Schedule T—Beneficiary Information,
Future Developments would otherwise be blank. You can help later.
For the latest information about bring these children home by looking at
developments related to Forms 8804, the photographs and calling Use Form 8813 to pay the
8805, 8813, and their instructions, such 800-THE-LOST (800-843-5678) if you withholding tax under section 1446 to
as legislation enacted after they were recognize a child. the United States Treasury. Form 8813
published, go to IRS.gov/Form8804, must accompany each payment of
section 1446 tax made during the
IRS.gov/Form8805, and IRS.gov/ General Instructions partnership's tax year.
Form8813, respectively.
Purpose of Forms
Taxpayer Identification
Reminders Use Forms 8804, 8805, and 8813 to pay
Cross-crediting section 1446(f)(1) and report section 1446 withholding tax Number (TIN)
withholding against section 1446(a) based on effectively connected taxable To ensure proper crediting of the
withholding. Since January 1, 2018, a income (ECTI) allocable to foreign withholding tax when reporting to the
foreign partnership has been subject to partners (as defined in section 1446(e)). IRS, a partnership must provide a U.S.
TIN for each foreign partner. The
withholding under section 1446(f)(1) on Use Form 8804 to report the total partnership should notify any of its
the transfer of an interest in another liability under section 1446 for the foreign partners without such a number
partnership engaged in a U.S. trade or partnership's tax year. Form 8804 is of the necessity of obtaining a U.S. TIN.
business (unless that interest is publicly also a transmittal form for Form(s) 8805. An individual's TIN is the individual's
traded) if:
1. The foreign partnership realized Use Form 8805 to show the amount social security number (SSN) or
gain on the sale, and of ECTI and the total tax credit allocable individual taxpayer identification number
to the foreign partner for the (ITIN). Certain individuals who don't
2. Any portion of the gain would be partnership's tax year. have and aren't eligible to get an SSN
treated under section 864(c)(8) as can apply for an ITIN on Form W-7. The
effectively connected with the conduct File a separate Form 8805 for each application is available at IRS.gov/ITIN.
of a trade or business within the United foreign partner. See Reporting to The TIN for a partner other than an
States. Partners and the instructions for Line 8b individual is its U.S. employer
of Form 8805, later, to determine when identification number (EIN).
Under new regulations, for all Form 8805 is required even if no section
transfers occurring since January 1, 1446 withholding tax was paid. Attach Applying for an EIN
2018, a partnership may claim a credit Copy A of each Form 8805 to the Form Use EINs to identify estates, trusts,
against its section 1446(a) tax liability 8804 filed with the IRS. partnerships, and corporations. If you
for the amount withheld from it under are required to have an EIN, apply for
section 1446(f)(1) to the extent that the Foreign partners must attach Form one at IRS.gov/EIN. If the principal
amount is allocable to foreign partners. 8805 to their U.S. income tax returns to business was created or organized
See T.D. 9919, available at claim a withholding credit for their outside of the United States or U.S.
IRS.gov/IRB/2020-48_IRB#TD-9919, shares of the section 1446 tax withheld territories, you may also apply for an
Gains from sales of interests in by the partnership. Any U.S. person EIN by calling 267-941-1099 (toll call).
partnerships engaged in a trade or erroneously subjected to the
business in the United States, later, and withholding tax would also receive Form Who Must File
the instructions for Line 6d of Form 8805 from a partnership, and the Form
Every partnership (other than a publicly
8804, later. A partnership that, for 8805 should be attached to the U.S.
traded partnership) that has effectively
transfers occurring on or after January person's income tax return to claim a
connected gross income allocable to a
1, 2018, did not claim that credit against withholding credit. A partnership that
foreign partner must file a Form 8804,
its section 1446(a) liability or file for a receives a Form 8805 from a lower-tier
regardless of whether it had ECTI
refund may file an amended return using partnership should see Tiered
allocable to a foreign partner. The
Form 8804. See Amended Form 8804, Partnerships, later.
partnership must also file a Form 8805
later. for each partner on whose behalf it paid
Form 8805 can also be completed, in
some cases, by a foreign trust or estate. section 1446 tax, regardless of whether
Photographs of Missing A foreign partner that is a foreign trust or the partnership made any distributions
Children estate must complete Schedule T of during its tax year. The partnership can
The Internal Revenue Service is a proud Form 8805 to report to the trust’s or designate a person to file the forms. The
partner with the National Center for estate's beneficiaries the section 1446 partnership, or person it designates,
Missing & Exploited Children® withholding tax that can be claimed as a must file these forms even if the

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partnership has no withholding tax applicable percentage of the ECTI that Effect of certification. Generally, a
liability under section 1446. is allocable to its foreign partners. partnership that has obtained a
However, this requirement doesn't apply withholding certificate (for example, a
When To File to a partnership treated as a corporation W-8 form or Form W-9) according to the
under the general rule of section rules in these instructions can rely on
Forms 8804 and 8805 7704(a). ECTI and applicable the certification to determine whether
Generally, file these forms on or before percentage are defined later. the partner is a foreign or nonforeign
the 15th day of the 3rd month following partner for purposes of figuring the
the close of the partnership's tax year. Withholding Agents section 1446 withholding tax, and if
For partnerships that keep their records For ease of reference, these instructions such partner is a foreign partner, to
and books of account outside the United refer to various requirements applicable determine whether or not such partner
States and Puerto Rico, the due date is to withholding agents as requirements is a corporation for U.S. tax purposes.
the 15th day of the 6th month following applicable to partnerships themselves. The partnership can also use the
the close of the partnership's tax year. If withholding certificate to determine that
the partnership is permitted to file these Determining if a Partner Is the partner isn't subject to withholding.
forms on or before the 15th day of the A partnership can’t rely on a withholding
6th month, check the box at the top of a Foreign Person
certificate if it knows or has reason to
Form 8804. A partnership must determine if any
know that any information provided on
partner is a foreign partner subject to
the withholding certificate is incorrect or
If a due date falls on a Saturday, section 1446. A foreign partner (as
unreliable, and based on that
Sunday, or legal holiday, file by the next defined in section 1446(e)) is any
information the partnership should pay
business day. partner who isn't a U.S. person, as
more section 1446 withholding tax.
File Forms 8804 and 8805 separately defined in section 7701(a)(30). As such,
Under those circumstances, the
from Form 1065. a foreign person includes a nonresident
certificate isn't valid.
alien individual, foreign corporation,
If you need more time, you can file foreign partnership, foreign trust or The partnership won't be subject to
Form 7004 to request an extension of estate, or a foreign organization penalties for its failure to pay the section
time to file Form 8804. described in section 501(c). 1446 withholding tax prior to the date
that it knows or has reason to know that
Note. Filing a Form 7004 doesn't A partnership can determine a the certificate isn't valid. However, the
extend the time for payment of tax. partner's foreign or nonforeign status by partnership is fully liable for section
relying on a W-8 form (for example, 1446 withholding tax for the year, as
Form 8813 Form W-8BEN), Form W-9, an well as penalties and interest, starting
File on or before the 15th day of the 4th, acceptable substitute form, or by other with the installment period or Form 8804
6th, 9th, and 12th months of the means. See Form of certification and filing period during which it knows or
partnership's tax year for U.S. income Use of Means Other Than Certification , has reason to know that the certificate
tax purposes. later. Also, see Regulations section isn't valid. See Regulations section
1.1446-1(c) for additional information. 1.1446-1(c)(2)(iii).
Where To File
Certification of Nonforeign
File Forms 8804, 8805, and 8813 with: Requirements for certificates to be
Status valid. Generally, the validity of a Form
Internal Revenue Service Center In general, a partnership can determine W-9 is determined under section 3406
P.O. Box 409101 that a partner isn't a foreign person by and Regulations section
Ogden, UT 84409 obtaining a Form W-9 from the partner. 31.3406(h)-3(e). A W-8 form is only
A partnership that has obtained this valid if:
Amended Form 8804 certification can rely on it to establish • Its validity period hasn't expired,
A partnership can file an amended Form the nonforeign status of a partner. See • The partner submitting the form has
8804 to correct a previously filed Form Effect of certification, later. signed it under penalties of perjury, and
• It contains all the required
8804. To do so, complete a new Form Form of certification. Generally, a information.
8804 with the corrected information. partnership can determine a partner's See Regulations section 1.1446-1(c)(2)
Write “Amended” in the top margin of foreign or nonforeign status by obtaining (iv) for more details.
the form and write “Corrected” on any one of the following withholding
Forms 8805 attached to the Form 8804. certificates from the partner. Change in circumstances. A partner
File the amended form with the address • Form W-8BEN. must provide a new withholding
shown under Where To File, earlier. • Form W-8BEN-E. certificate when there is a change in
For the requirements for and the • Form W-8ECI. circumstances. The principles of
limits on obtaining a refund of the 1446 • Form W-8EXP. Regulations section 1.1441-1(e)(4)(ii)
tax based on an amended Form 8804, • Form W-8IMY. (D) shall apply when a change in
see Regulations section 1.1446-3(d)(2) • Form W-9. circumstances has occurred (including
(iv). • An acceptable substitute form (as situations where the status of a U.S.
described in Regulations section person changes) that requires a partner
1.1446-1(c)(5)). to provide a new withholding certificate.
•
Requirement To Make A statement required from a domestic How long to keep the certifications.
Withholding Tax Payments grantor trust (as described in A partnership or nominee who has
A foreign or domestic partnership that Regulations section 1.1446-1(c)(2)(ii) responsibility for paying the section
has ECTI allocable to a foreign partner (E)) with the necessary documentation 1446 withholding tax must retain each
must pay a withholding tax equal to the required for the trust and the grantor.

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withholding certificate, statement, and effectively connected with the conduct Reductions for State and
other information received from its direct of a U.S. trade or business under
and indirect partners for as long as it section 897 (disposition of investment in Local Taxes
can be relevant to the determination of U.S. real property), and other items of In addition to any deductions and losses
the withholding agent's section 1446 tax partnership income treated as certified by a foreign partner to the
liability under section 1461 and the effectively connected under other partnership (see Certification of
regulations thereunder. provisions of the Internal Revenue Deductions and Losses, earlier), the
Code, regardless of whether those partnership can consider as a deduction
Use of Means Other Than amounts are taxable to the partner. of such partner 90% (0.90) of any state
Certification and local income taxes withheld and
See Regulations section 1.1446-2 for
A partnership isn't required to obtain a remitted by the partnership on behalf of
additional information for calculating
Form W-9. It can rely on other means to such partner with respect to the
ECTI.
learn the nonforeign status of the partner's allocable share of partnership
ECTI. The partnership can consider the
partner. But if the partnership relies on Amount Allocable to Foreign
amount of state and local taxes of the
other means and erroneously Partners foreign partner regardless of whether
determines that the partner wasn’t a
foreign person, the partnership will be The amount of a partnership's ECTI for the foreign partner submits a certificate
held liable for payment of the tax, any the partnership's tax year allocable to a to the partnership.
applicable penalties, and interest. A foreign partner under section 704
partnership isn't required to rely on other equals (a) the foreign partner's Note. Don't deduct state and local
means to determine the nonforeign distributive share of effectively taxes paid on behalf of the partnership.
status of a partner and can demand a connected gross income of the The partnership can only consider as a
Form W-9. If a certification isn't partnership for the partnership's tax year deduction of a partner the partner's
provided, the partnership can presume that is properly allocable to the partner own state and local income taxes the
the partner is foreign and will be under section 704, minus (b) the foreign partnership withholds and remits on the
considered for purposes of sections partner's distributive share of partner's behalf with respect to the
1461 through 1463 to have been deductions of the partnership for that partner's allocable share of partnership
required to withhold section 1446 tax. year that are connected with that ECTI.
income under section 873(a) or section
882(c) and that are properly allocable to Amount of Withholding
Effectively Connected the partner under section 704. This Tax
Taxable Income (ECTI) income must be figured by taking into
account any adjustments to the basis of Figuring the Tax Payments
Definition
the partnership property described in Under section 1446, a partnership must
ECTI is the excess of the gross income section 743 according to the make four installment payments of
of the partnership that is effectively partnership's election under section withholding tax during the tax year.
connected under section 864(c), or 754. Also, a partnership's ECTI isn't
treated as effectively connected with the allocable to a foreign partner to the Amount of each installment payment
conduct of a U.S. trade or business, extent the amounts are exempt from of withholding tax. In general, the
over the allowable deductions that are U.S. tax for that partner by a treaty or amount of a partnership's installment
connected to such income. See Pub. reciprocal agreement, or a provision of payment is equal to the sum of the
519 for detailed instructions regarding the Code. installment payments for each of the
the calculation of ECTI. For purposes of partnership's foreign partners. A
these instructions, figure this income Certification of Deductions partnership will generally determine the
with the following statutory adjustments. amount of the installment payment for
and Losses
1. Section 703(a)(1) doesn't apply. each of its foreign partners by applying
A foreign partner, in certain the principles of section 6655 and
2. The partnership is allowed a circumstances, can certify to the Regulations section 1.1446-3. To do so,
deduction for depletion of oil and gas partnership that it has deductions and use Form 8804-W.
wells, but the amount of the deduction losses it reasonably expects to be
must be determined without regard to available to reduce the partner's U.S. Applicable percentage. For all
sections 613 and 613A. income tax liability on the partner's corporate partners, the section 1446
3. The partnership can’t take into allocable share of effectively connected applicable percentage is 21% (0.21).
account items of income, gain, loss, or income or gain from the partnership. In For all non-corporate foreign
deduction allocable to any partner that certain circumstances, the partnership partners, the section 1446 applicable
isn't a foreign partner. can consider and rely on these percentage is generally 37% (0.37).
deductions and losses to reduce the However, in some circumstances, the
See Regulations section 1.1446-2 for partnership's section 1446 tax. partnership can consider the highest
additional adjustments that can be rate applicable to a particular type of
required. Note. Foreign partners must submit all income allocated to a non-corporate
certificates (including updated partner if such partner would be entitled
A partnership's ECTI includes certificates) using Form 8804-C. to use a preferential rate on such
partnership income subject to a income or gain.
partner's election under section 871(d) See Form 8804-C and its
or 882(d) (election to treat real property instructions, and Regulations section The facts and circumstances of a
income as income connected with a 1.1446-6 for additional information. partner that the partnership knows or
U.S. business). It also includes any has reason to know may determine if
partnership income treated as the partner would be entitled to a

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preferential rate on such income or gain. Foreign partnerships. A foreign Interest and Penalties
For example, the partner would not be partnership subject to withholding under
entitled to a preferential rate if the section 1445(a) during a tax year will be Interest
partnership’s income that otherwise is allowed to credit the amount withheld Interest is charged on taxes not paid by
long-term capital gain is a type that is under section 1445(a), to the extent the due date, even if an extension of
treated with respect to the partner as such amount is allocable to foreign time to file is granted. Interest is also
short-term capital gain under section partners, against its liability to pay the charged on penalties imposed for failure
1061. section 1446 withholding tax for that to file, negligence, fraud, and
See Regulations section 1.1446-3(a) year. This credit is allowed on line 6d or substantial understatements of tax from
(2) for additional information. 6e of the Form 8804 filed by the foreign the due date (including extensions) to
partnership. the date of payment. The interest
When to make the payment. Make charge is figured at a rate determined
installment payments of the withholding Gains from sales of interests in part- under section 6621.
tax under section 1446 with Form 8813 nerships engaged in a trade or busi-
by the applicable due dates during the ness in the United States. A foreign Late Filing of Form 8804
tax year of the partnership in which the partnership subject to withholding under A partnership that fails to file Form 8804
income is earned. The partnership must section 1446(f)(1) during a tax year will when due (including extensions of time
generally make the installment be allowed to credit the amount withheld to file) can generally be subject to a
payments for each foreign partner on or under section 1446(f)(1), to the extent penalty of 5% (0.05) of the unpaid tax
before the 15th day of the 4th, 6th, 9th, that amount is allocable to foreign for each month or part of a month the
and 12th months of the partnership's tax partners, against its liability to pay the return is late, up to a maximum of 25%
year. section 1446 withholding tax for that (0.25) of the unpaid tax. The penalty
Generally, pay any additional year. This credit is allowed on line 6d of won't apply if the partnership can show
amounts due when filing Form 8804. the Form 8804 filed by the foreign reasonable cause for filing late.
However, if the partnership files Form partnership.
If Form 8804 is filed more than 60
7004 to request an extension of time to days late, the minimum penalty will be
file Form 8804, pay the balance of Reporting to Partners $330, or the amount of any tax owed,
section 1446 withholding tax estimated When making an installment payment of whichever is smaller.
to be due with Form 7004 in order to the section 1446 withholding tax, a
avoid the late payment penalty. partnership must notify all foreign If you receive a notice about penalty
partners of their allocable shares of any and interest after you file Form 8804,
Coordination With Other section 1446 withholding tax paid by the send us an explanation and we will
Withholding Rules partnership. The partners use this determine if you meet reasonable-cause
Interest, Dividends, etc. information to adjust the amount of criteria. Don't attach an explanation
estimated tax that they must otherwise when you file Form 8804.
Fixed or determinable annual or pay to the IRS. The notification to the Late Filing of Correct Form
periodical (FDAP) income subject to tax foreign partners must be provided within
under section 871(a) or 881 isn't 10 days of the installment due date, or, 8805
included in the partnership's ECTI under if paid , the date the installment payment A penalty can be imposed for failure to
section 1446. However, these amounts is made. See Regulations section file each Form 8805 when due
are independently subject to withholding 1.1446-3(d)(1)(i) for information that (including extensions). The penalty can
under the requirements of sections must be included in the notification and also be imposed for failure to include all
1441 and 1442 and their regulations. for exceptions to the notification required information on Form 8805 or
requirement. for furnishing incorrect information. The
Real Property Gains penalty is based on when a correct
If a partnership has gross effectively Form 8805 is filed.
Domestic partnerships. Domestic connected income, it must file a The penalty for each failure to file a
partnerships subject to the withholding separate Form 8805 for each partner for correct 2021 Form 8805 is $280, with a
requirements of section 1446 aren't whom it paid section 1446 tax. In maximum penalty of $3,426,000. See
subject to the payment and reporting addition, if the partnership reduces ECTI section 3.57 of Rev. Proc. 2020-45,
requirements of section 1445(e)(1) and for state and local income tax available at IRS.gov/IRB/
its regulations for income from the deductions permitted under Regulations 2020-46_IRB#REV-PROC-2020-45, for
disposition of a U.S. real property section 1.1446-6(c)(1)(iii) or relies on a more information.
interest (USRPI). A domestic Form 8804-C it receives from a partner
partnership's compliance with the to reduce its section 1446 tax, it must There are some situations where the
requirement to pay a withholding tax complete a Form 8805 for the partner penalty under section 6721 is reduced
under section 1446 satisfies the even if no tax is paid on behalf of the or eliminated. This can apply if the
requirements under section 1445 for partner. The foreign partner must also partnership:
dispositions of USRPIs. However, a receive a copy of its Form 8805 by the • Has average annual gross receipts of
domestic partnership that would due date of the partnership return not more than $5 million during a
otherwise be exempt from section 1445 (including extensions). specified period of time,
withholding by operation of a • Corrects the failure to file within a
nonrecognition provision must continue A foreign partner that is a foreign specified period, or
to comply with the requirements of trust or estate must provide to each of • Has a de minimis number of failures
Regulations section 1.1445-5(b)(2). its beneficiaries a Form 8805 completed to file correct Forms 8805.
as described under Schedule T– There can also be a higher penalty
Beneficiary Information, later. imposed when the failure is due to

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intentional disregard of the requirement Failure To Withhold and Pay See Regulations section 1.1446-3(d)
to file timely correct information returns. Over Tax (2) for additional information.
For more information, see Rev. Proc.
2020-45, section 3.57. Any person required to withhold,
account for, and pay over the Publicly Traded
Reasonable cause. A partnership can withholding tax under section 1446, but Partnerships (PTPs)
seek a waiver of the penalty if the who fails to do so, can be subject to a A PTP is any partnership whose
partnership can establish it had civil penalty under section 6672. The interests are regularly traded on an
reasonable cause for the failure. civil penalty is equal to the amount that established securities market
should have been withheld and paid (regardless of the number of its
Failure To Furnish Correct partners). However, this doesn't include
over.
Form 8805 to Recipient a PTP treated as a corporation under
A penalty can be imposed for each Other Penalties the general rule of section 7704(a).
failure to furnish Form 8805 to the Penalties can also be imposed, absent
recipient when due. The penalty can reasonable cause and good faith, for A PTP that has effectively connected
also be imposed for each failure to give failing to accurately report the amount of income, gain, or loss must withhold tax
the recipient all required information on tax required to be shown on a return, if on distributions of that income made to
each Form 8805 or for furnishing any portion of the resulting its foreign partners. The rate is 37%
incorrect information. underpayment is attributable to (0.37) for non-corporate foreign
negligence, substantial understatement partners, and 21% (0.21) for corporate
The penalty for each failure to furnish of income tax, valuation misstatement, partners. The PTP can’t consider
a correct 2021 Form 8805 to the or fraud. See sections 6662 and 6663. preferential rates when figuring the
recipient is $280, with a maximum section 1446 withholding tax for a
penalty of $3,426,000. For more partner. The partnership uses Form
Treatment of Partners
information, see Rev. Proc. 2020-45, 1042, Form 1042-S, and Form 1042-T
section 3.58. A partnership's payment of section 1446 to report withholding from distributions
withholding tax on ECTI allocable to a instead of following these instructions. It
There are some situations where the foreign partner generally relates to the must also comply with the regulations
penalty under section 6722 is reduced partner's U.S. income tax liability for the under section 1461 and Regulations
or eliminated. This can apply if the partner's tax year in which the partner is section 1.6302-2.
partnership: subject to U.S. tax on that income.
• Has average annual gross receipts of
not more than $5 million during a Amounts paid by the partnership Tiered Partnerships
specified period of time, under section 1446 on ECTI allocable to The term “tiered partnership” describes
• Corrects the failure to furnish within a a partner are allowed to the partner as a the situation in which a partnership
specified period, or credit under section 33. The partner owns an interest in another partnership.
• Has a de minimis number of failures can’t claim an early refund of The former is an “upper-tier partnership”
to furnish correct Forms 8805. withholding tax paid under section 1446. and the latter is a “lower-tier
partnership.” An upper-tier partnership
There can also be a higher penalty Amounts paid by a partnership under that owns a partnership interest in a
imposed when the failure is due to section 1446 for a partner are to be lower-tier partnership is allowed a credit
intentional disregard of the requirement treated as distributions made to that against its own section 1446 withholding
to furnish timely correct information partner on the earliest of the following. tax liability for any section 1446
returns. For more information, see Rev. 1. The day on which this tax was withholding tax paid by the lower-tier
Proc. 2020-45, section 3.58. paid by the partnership. partnership for that partnership interest.
Reasonable cause. A partnership can 2. The last day of the partnership's If an upper-tier partnership provides
seek a waiver of the penalty if the tax year for which the amount was paid. appropriate documentation to a
partnership can establish it had lower-tier partnership, the lower-tier
reasonable cause for the failure. 3. The last day on which the partner
owned an interest in the partnership partnership can look through the
Late Payment of Tax during that year. partnership to the partners of such
upper-tier partnership in determining its
The penalty for not paying tax when due However, the amount of section 1446 section 1446 withholding tax due. The
is usually / of 1% (0.005) of the unpaid 1 2 withholding tax paid during a tax year by look-through can apply only with respect
tax for each month or part of a month the partnership is generally treated as to the portion of the upper-tier
the tax is unpaid. The penalty can’t an advance or draw under Regulations partnership's allocation that is allocable
exceed 25% (0.25) of the unpaid tax. section 1.731-1(a)(1)(ii) to the extent of to partners of such partnership for which
The penalty won't apply if the the partner's share of income for the appropriate documentation has been
partnership can show reasonable cause partnership year. See Regulations received by the lower-tier partnership.
for paying late. section 1.1446-3(d)(2)(v) for more For more information, see Regulations
If you receive a notice about penalty details. section 1.1446-5(c) for upper-tier
and interest after you file Form 8804, foreign partnerships and Regulations
send us an explanation and we will A partner that wishes to claim a credit section 1.1446-5(e) for upper-tier
determine if you meet reasonable-cause against its U.S. income tax liability for domestic partnerships. See Regulations
criteria. Don't attach an explanation amounts withheld and paid under section 1.1446-5(b) for reporting
when you file Form 8804. section 1446 must attach Copy C of requirements.
Form 8805 to its U.S. income tax return
for the tax year in which it claims the Note. The look-through rules, referred
credit. to above, apply only for purposes of the

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lower-tier partnership's calculation of its Connected Taxable Income (ECTI). must be considered in determining the
section 1446 withholding tax liability. It Enter the total ECTI allocable to foreign category of income the reduction
doesn't affect the upper-tier partners (by income type) on lines 4a, amounts offset.
partnership's reporting requirements 4e, 4i, 4m, and 4q. With respect to lines
with respect to Forms 8804 and 8805 as 4i, 4m, and 4q, enter the specified types Line 5f
set forth in the next paragraph and of income allocable to non-corporate Add lines 5a through 5e.
elsewhere in these instructions. partners if appropriate documentation is Line 6b
received and such partners would be
An upper-tier partnership that has entitled to use a preferential rate on If the partnership is an upper-tier
had section 1446 withholding tax such income or gain. See Regulations partnership in one or more lower-tier
payments made on its behalf by a section 1.1446-3(a)(2) for additional partnerships, enter on line 6b the
lower-tier partnership will receive a copy information. amount of section 1446 tax withheld by
of Form 1042-S or Form 8805 from the lower-tier partnerships with respect to
lower-tier partnership. The upper-tier If the partnership has net ordinary ECTI allocable to the upper-tier
partnership must in turn file these forms loss, net short-term capital loss, or net partnership (see Tiered Partnerships,
with its Form 8804 and treat the amount 28% rate loss, each net loss should be earlier). The amount withheld will be
withheld by the lower-tier partnership as netted against the appropriate shown on line 10 of the Form 8805 the
a credit against its own liability to categories of income and gain to partnership receives from the lower-tier
withhold under section 1446. This credit determine the amounts of income and partnership.
is allowed on line 6b or line 6c of the gain to be entered on lines 4a, 4e, 4i,
Form 8804 filed by the upper-tier 4m, and 4q, respectively. Don't enter a Line 6c
partnership. The upper-tier partnership negative number on lines 4a, 4e, 4i, 4m, Enter on line 6c the amount of section
must also provide to its partners the and 4q. See section 1(h) and Notice 1446 tax withheld by a lower-tier PTP
information described in Reporting to 97-59, 1997-45 I.R.B. 7, available at that is reported to the partnership on
Partners, earlier. These statements and IRS.gov/pub/irs-irbs/irb97-45.pdf, for Form 1042-S. The amount withheld will
forms will enable those partners to the rules for netting gains and losses. be shown in box 7a of the Form 1042-S.
obtain appropriate credit for tax withheld (Box 1 of the Form 1042-S will show
under section 1446. Note. If the partnership relied on a income code 27.)
certificate the partner submitted under
See Regulations section 1.1446-5 for Regulations section 1.1446-6(c)(1)(ii) to Line 6d
additional information. determine that the partnership is not Line 6d applies only to partnerships
required to pay any section 1446 treated as foreign persons and:
withholding tax with respect to that • Subject to withholding under section
Specific Instructions partner, reduce the ECTI on line 4 of 1445(a) or 1445(e)(1) upon the
Form 8804 by any amount allocable to disposition of a USRPI, or
Address that foreign partner. See Form 8804-C, • Subject to withholding under section
When providing a U.S. address on Form Part III. 1446(f)(1) upon the disposition of an
8804, 8805, or 8813, include the suite, interest in a partnership engaged in a
room, or other unit number after the Note. Partnership ECTI on which a U.S. trade or business.
street address. If the post office doesn't foreign partner is exempt from U.S. tax
deliver mail to the street address and by a treaty or other reciprocal Enter on line 6d the amount of tax
the partnership (or withholding agent) agreement isn't allocable to that partner withheld under section 1445(a), 1445(e)
has a P.O. box, show the box number and is exempt from withholding under (1), or 1446(f)(1) and shown on Form
instead of the street address. If the section 1446. However, this exemption 8288-A for the tax year, but only to the
partnership (or withholding agent) from section 1446 withholding must be extent that the amount is allocable to
receives its mail in care of a third party reported on Form 8805. See the foreign partners. The amount withheld
(such as an accountant or an attorney), instructions for Line 8b of Form 8805, will be shown in box 2 of the Form
enter on the street address line “c/o” later. 8288-A.
followed by the third party's name and Line 6e
Lines 4b, 4f, 4j, 4n, and 4r
street address or P.O. box.
Enter the reduction amounts for state Enter on line 6e the amount of section
When providing a foreign address on and local taxes under Regulations 1445(e) tax withheld on a distribution by
Form 8804, 8805, or 8813, enter the section 1.1446-6(c)(1)(iii). See a domestic trust to the partnership with
number and street, city or town, state or Reductions for State and Local Taxes, respect to the disposition of a USRPI by
province, the name of the country, and earlier, for additional information. The the trust. The amount withheld will be
ZIP or foreign postal code. Follow the netting rules under section 1(h) and shown in box 7a of the Form 1042-S the
foreign country's practice in placing the Notice 97-59 must be considered in partnership receives from the trust. (Box
postal code in the address. Don't determining the category of income the 1 of the Form 1042-S will show income
abbreviate the country name. reduction amounts offset. code 25 or 26.)
Lines 4c, 4g, 4k, 4o, and 4s Reporting Amounts Allocable
Form 8804
Enter the reduction amounts resulting to Partners
Lines 1c, 1d, 2c, and 2d from certified partner-level items For lines 6d and 6e, don’t enter more
See Address, earlier. received from foreign partners using than the amount allocable to foreign
Form 8804-C. See Certification of partners (as defined in section 1446(e)).
Lines 4a, 4e, 4i, 4m, and 4q Deductions and Losses, earlier, for Enter amounts allocable to U.S.
Figure the partnership's ECTI using the additional information. The netting rules partners on line 15f of Schedule K
definition, earlier, under Effectively under section 1(h) and Notice 97-59

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(Form 1065) and in box 15 (using code allocable to the foreign partner identified the first paragraph of these line 10
P) of Schedule K-1 (Form 1065). on line 1a and therefore exempt from instructions. Furthermore, if the total
section 1446 withholding because the section 1446 withholding tax paid for a
Line 8 income is exempt from U.S. tax for that partner has been reduced as a result of
If Schedule A (Form 8804) is attached, foreign partner by a treaty, reciprocal the state and local income tax reduction
check the box on line 8 and enter the exemption, or a provision of the Internal permitted under Regulations section
amount of any penalty on this line. Revenue Code. 1.1446-6(c)(1)(iii) or as a result of
relying in whole or in part on a partner's
Failure to pay withholding as re- Line 9 Form 8804-C, then the documentation
quired. A penalty will be imposed if the
Enter the partnership ECTI allocable to
partnership failed to make its four described below must also be attached
the foreign partner (before considering
installment payments of withholding to the Form 8805 for that partner.
any state and local income tax reduction
during the tax year as required. If a • If the total section 1446 withholding
permitted under Regulations section
penalty is due, the partnership should tax paid for the partner has been
1.1446-6(c)(1)(iii) or any reduction
figure the penalty using Schedule A reduced because the partnership relied
amounts resulting from certified
(Form 8804) and enter it on line 8. If the on a Form 8804-C, attach that Form
partner-level items received from
partnership failed to pay withholding tax 8804-C to the partner's Form 8805.
foreign partners using Form 8804-C).
as required, and a completed • A statement showing the calculation
of the tax due relating to the partner if
Schedule A (Form 8804) is not attached The partnership must provide a any Forms 8804-C were relied on. See
to the return, the IRS will figure the statement (generally, Schedule K-1 Regulations section 1.1446-6(d)(3)(i).
penalty without regard to any (Form 1065)) to the foreign partner that If the total section 1446 withholding
•
exceptions that may apply on lists each type of ECTI included on tax paid for the partner has been
Schedule A (Form 8804). For more line 9. The types of ECTI that can be reduced based on the state and local
information, see the Instructions for included on line 9 are: income tax reduction permitted under
Schedule A (Form 8804). • Ordinary income; Regulations section 1.1446-6(c)(1)(iii),
Line 12 • 28% rate gains; attach a statement showing the
• Unrecaptured section 1250 gains; calculation of the tax due.
If the partnership has an overpayment and
•
on line 11, it can allocate some or all of Adjusted net capital gain, including Note. With respect to the last two
that amount to its partners. Enter the qualified dividend income and net bulleted items, a statement showing one
amount of the overpayment it wishes to section 1231 gains. calculation for both items is permitted.
allocate to its partners on line 12.
Include the amount allocated to each The partnership must also provide A partnership must attach all
partner in the amount reported on any additional information to foreign ! applicable items referred to
line 10 of Form 8805. partners that they may reasonably need CAUTION above to reduce its section
to complete Schedule P (Form 1120-F). 1446 withholding tax due by either of
Form 8805 the reductions referred to above.
Line 10
Line 1b To figure the total tax credit allowed to a Schedule T—Beneficiary
A partnership must pay the withholding foreign partner under section 1446, Information
tax for a foreign partner even if it doesn't subtract from each type of ECTI
have a U.S. TIN for that partner. See allocable to the foreign partner the If the foreign partner is a foreign trust or
Taxpayer Identification Number, earlier, amount of any state and local income estate, the foreign trust or estate must
for details. tax reduction permitted under provide to each of its beneficiaries a
Regulations section 1.1446-6(c)(1)(iii) copy of the Form 8805 furnished by the
Line 1c and any reduction amounts resulting partnership. In addition, the foreign trust
See Address, earlier. from certified partner-level items or estate must complete Schedule T for
received from foreign partners, using each of its beneficiaries and must
Line 3 provide that Schedule T information to
Form 8804-C, that the partnership
Enter the type of partner (for example, considered in determining that partner's each beneficiary.
individual, corporation, partnership, portion of the section 1446 withholding The foreign trust or estate can
trust, estate). tax due. Then, multiply each net amount provide all of the information listed in the
Line 4 by the applicable percentage (see previous paragraph on a single Form
Applicable percentage, earlier). Finally, 8805 for each of its beneficiaries. In this
Enter the applicable two-letter code total the resulting amounts. case, the information provided in boxes
from the list at IRS.gov/CountryCodes
1a through 10 will be the same for all of
for the country of which the partner is a Note. If the partnership relied on a the beneficiaries, but the information
resident for tax purposes. These codes certificate the partner submitted under provided on Schedule T can vary from
are used by the IRS to provide Regulations section 1.1446-6(c)(1)(ii) to beneficiary to beneficiary, depending on
information to all tax treaty countries for determine that the partnership isn't the ownership interests of the
purposes of their tax administration. required to pay any section 1446 respective beneficiaries.
Line 5c withholding tax with respect to that
partner, enter -0- on line 10. See Form Form 1040-NR. A foreign trust or
See Address, earlier. 8804-C, Part III. estate must attach to the Form 1040-NR
it files any Form(s) 8805 it receives and
Line 8b Attachments copies of the Form(s) 8805 it must
Check the box on this line if any of the The partnership is required to attach to furnish to its beneficiaries with the
partnership's ECTI is treated as not Form 8805 the calculation described in Schedule(s) T completed.

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Line 11c files Form 8813, indicate on line 1 of period even if no section 1446
See Address, earlier. Form 8813 the date the partnership withholding tax is due.
applied for its EIN. On receipt of its EIN,
Line 12 the partnership must immediately send The required documentation is as
Enter the amount of ECTI on line 9 to be that number to the IRS using the follows.
included in the beneficiary's gross address as shown under Where To File, • If the partnership reduced an
income. The foreign trust or estate must earlier. Failure to provide an EIN can installment payment because it relied on
provide a statement to each of its delay processing of payments on behalf Forms 8804-C, attach all such Forms
beneficiaries that lists each type of ECTI of the partners. 8804-C to Form 8813. If the same Form
8804-C for a partner is used in a
included on line 12. The types of ECTI Line 2 subsequent installment period, see
that can be included on line 12 are: Regulations section 1.1446-6(d)(3)(i) for
• Ordinary income; See Amount of each installment
• 28% rate gains; payment of withholding tax, earlier, for a substitute to attaching that Form
• Unrecaptured section 1250 gains; information on figuring the amount of the 8804-C to the Form 8813 for
and payment. subsequent installment periods.
• A statement showing the calculation
• Adjusted net capital gain, including Line 3 of the tax due relating to each partner
qualified dividend income and net See Address, earlier. whose Form 8804-C it relied on. See
section 1231 gains. Regulations section 1.1446-6(d)(3)(i).
Attachments
Line 13 • If the partnership reduced an
If the total section 1446 withholding tax installment payment based on state and
To determine the total tax credit allowed paid for an installment period has been local income tax deductions permitted
to a beneficiary under section 1446, reduced as a result of the state and under Regulations section 1.1446-6(c)
multiply each type of ECTI on line 12 by local income tax reduction permitted (1)(iii), attach a statement showing the
the applicable percentage (see under Regulations section 1.1446-6(c) calculation of the tax due.
Applicable percentage, earlier). (1)(iii) or as a result of relying in whole or
in part on a partner's Form 8804-C, then Note. With respect to the last two
Form 8813 the documentation described later must bulleted items, a statement showing one
Line 1 be attached to all Forms 8813 starting calculation for both items is permitted.
with the first installment period in which A partnership must attach all
A partnership without a U.S. EIN must the certificate was considered. Under ! applicable items referred to
obtain one and must pay any section these circumstances, a partnership CAUTION above to reduce its section
1446 withholding tax due (see Applying must file Form 8813 for an installment 1446 withholding tax due by either of
for an EIN, earlier. If the partnership
hasn't received an EIN by the time it the reductions referred to above.

Paperwork Reduction Act Notice. We ask for the information on these forms to carry out the Internal Revenue laws of the
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You aren't required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the
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The time needed to complete and file this form will vary depending on individual circumstances. The estimated burden for
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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: Internal Revenue
Service, Tax Forms and Publications, 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224. Don't send the tax forms
to this address. Instead, see Where To File, earlier.

-8- Instructions for Forms 8804, 8805, and 8813 (2021)

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