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                                                                                                        Department of the Treasury
                                                                                                        Internal Revenue Service
Instructions for Form 8288

(Rev. December 2021)

(Use with the April 2018 revision of Form 8288.)
U.S. Withholding Tax Return for Dispositions by Foreign Persons of U.S. Real 
Property Interests

Section references are to the Internal           Contents                                Page   section 1446(f)(1) on withholding 
Revenue Code unless otherwise noted.             Specific Instructions for Both                 related to transfers of interests in 
Contents                                 Page      Sections 1445 and 1446(f)(1)                 partnerships, other than interests that 
                                                   Withholding .   . . . . . . . . . . . . . 10 are publicly traded and temporarily 
General Instructions . . . . . . . . . . . . . 2   Part I—To Be Completed by                    suspends withholding under section 
Purpose of Form . . . . . . . . . . . . . . . 2      the Buyer or Other 
General Instructions for Section                     Transferee Required To                     1446(f)(4).
1445 Withholding .       . . . . . . . . . . 2       Withhold Under Section                     • Proposed regulations under section 
Who Must File     . . . . . . . . . . . . . 2        1445(a) . . . . . . . . . . . . . . .   10 1446(f), available at IRS.gov/IRB/
Amount To Withhold         . . . . . . . . . 2     Part II—To Be Completed by                   2019-27_IRB#REG-105476-18, were 
When To File .    . . . . . . . . . . . . . 2        an Entity Subject to the                   issued on May 7, 2019, for transfers 
                                                     Provisions of Section 
Where To File .   . . . . . . . . . . . . . 3        1445(e) . . . . . . . . . . . . . . .   11 of both non-PTP and PTP interests. 
Forms 8288-A Must Be                               Paid Preparer . . . . . . . . . . . . .   11 During the period that Notice 2018-29 
Attached .        . . . . . . . . . . . . . . 3                                                 applies, instead of applying the rules 
Penalties .  . . . . . . . . . . . . . . . . 3                                                  described in the Notice, taxpayers 
Definitions for Section 1445                     Future Developments
                                                                                                and other affected persons may 
Withholding .          . . . . . . . . . . . . 3
Exceptions to Section 1445                       For the latest information about               choose to apply Regulations sections 
Withholding .          . . . . . . . . . . . . 4 developments related to Form 8288              1.1446(f)-1, 1.1446(f)-2, and 
Withholding at a                                 and its instructions, such as                  1.1446(f)-5 of the proposed 
         Reduced Rate .        . . . . . . . 4   legislation enacted after they were            regulations in their entirety to all 
Withholding Not                                  published, go to IRS.gov/Form8288.             transfers as if they were final 
         Required      . . . . . . . . . . . 4                                                  regulations.
Late Filing of                                           These instructions are                 • T.D. 9926, published on November 
         Certification or                          !     generally to be used for both          30, 2020, available at IRS.gov/IRB/
         Notice . . . . . . . . . . . . . . 6    CAUTION section 1445 and 1446(f)(1) 
                                                                                                2020-51_IRB#TD-9926, contains final 
Liability of Agents .    . . . . . . . . . . 6   withholding.                                   regulations (the section 1446 
Entities Subject to Section 
1445(e) .    . . . . . . . . . . . . . . . 6                                                    regulations) relating to withholding 
Section 1445(e)(1)                               What's New                                     and reporting required under section 
Transactions .         . . . . . . . . . . . 6   • The Tax Cuts and Jobs Act added              1446(f)(1), which includes withholding 
Section 1445(e)(2)                               section 1446(f), effective January 1,          requirements that apply to brokers 
Transactions .         . . . . . . . . . . . 7   2018, which generally requires that if         effecting transfers of interests in PTPs 
Section 1445(e)(3)                               any portion of the gain on a                   and withholding under section 1446(f)
Transactions .         . . . . . . . . . . . 7                                                  (4) (partnership withholding on 
Section 1445(e)(4)                               disposition of an interest in a 
Transactions .         . . . . . . . . . . . 7   partnership would be treated under             distributions to a transferee that failed 
Section 1445(e)(5)                               section 864(c)(8) as gain effectively          to withhold under section 1446(f)(1)). 
Transactions .         . . . . . . . . . . . 7   connected within the conduct of a              The section 1446(f) regulations also 
Section 1445(e)(6)                               trade or business in the United States,        revise certain requirements under 
Transactions .         . . . . . . . . . . . 7   the transferee purchasing the interest         section 1446(a) relating to withholding 
General Instructions for Section                 in the partnership from a non-U.S.             and reporting on distributions made 
1446(f)(1) Withholding .       . . . . . . . 7                                                  by PTPs.
                                                 transferee must withhold a tax equal 
Who Must File     . . . . . . . . . . . . . 8                                                   • The provisions of the section 
                                                 to 10% of the amount realized on the 
Amount To Withhold         . . . . . . . . . 8                                                  1446(f) regulations relating to 
                                                 disposition unless an exception to 
When To File .    . . . . . . . . . . . . . 8                                                   withholding and reporting on transfers 
Where To File .   . . . . . . . . . . . . . 8    withholding applies.
Forms 8288-A Must Be                             • Notice 2018-08, 2018-07 I.R.B.               of interests in partnerships generally 
Attached .        . . . . . . . . . . . . . . 8  352, available at IRS.gov/IRB/                 apply to transfers occurring on or after 
Penalties .  . . . . . . . . . . . . . . . . 8   2018-07_IRB#NOT-2018-08,                       January 29, 2021. However, in 
Definitions for Section                          temporarily suspended the application          accordance with Notice 2021-51, 
1446(f)(1) Withholding .           . . . . . 8   of section 1446(f) to the disposition of       2021-36 I.R.B. 361, available at 
Exceptions to Section                            publicly traded partnership (PTP)              IRS.gov/IRB/
1446(f)(1) Withholding on                        interests.                                     2021-36_IRB#NOT-2021-51, the 
Transfers of Non-PTP                               Notice 2018-29, 2018-16 I.R.B.               following provisions of the section 
Interests .       . . . . . . . . . . . . . . 8  •
Determining the Amount To                        495, available at IRS.gov/IRB/                 1446(f) regulations apply to transfers 
Withhold .        . . . . . . . . . . . . . . 9  2018-16_IRB#NOT-2018-29, which                 and distributions occurring on or after 
Liability of Agents .    . . . . . . . . .   10  provides interim guidance under                January 1, 2023: withholding on 

Jan 06, 2022                                                Cat. No. 57528F

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transfers of PTP interests; the If an exception applies, you more persons are joint transferees,
revisions included in the section TIP may be required to withhold at each is obligated to withhold.
1446(f) regulations relating to a reduced rate or you may not However, the obligation of each will
withholding on PTP distributions be required to withhold. See be met if one of the joint transferees
under section 1446(a); and Exceptions to Section 1446(f)(1) withholds and transmits the required
partnership withholding under section Withholding on Transfers of Non-PTP amount to the IRS.
1446(f)(4) on distributions to a Interests, later.
transferee that failed to withhold under Amount To Withhold
section 1446(f)(1). These instructions Do not use Forms 8288 and 8288-A Generally, you must withhold 15% of
have been updated to incorporate the for the following distributions. the amount realized on the disposition
use of this form by a transferee of a 1. A distribution of effectively by the transferor, defined later.

non-PTP interest required to withhold connected taxable income by a PTP Note. Prior to February 17, 2016, the
under section 1446(f)(1) on the that is subject to the withholding transferor was generally required to
amount realized from the transfer. requirements of section 1446(a). withhold 10% of the amount realized
• The General Instructions have been 2. A distribution with respect to on the disposition.
subdivided into two major sections, gains from the disposition of a USRPI
For information about:
General Instructions for Section 1445 from a trust that is regularly traded on
Withholding and General Instructions an established securities market is • Withholding at 21% (35% for
distributions made before January 1,
for Section 1446(f)(1) Withholding. subject to section 1445 but is not
2018), see Entities Subject to Section
reported on Forms 8288 and 8288-A.
1445(e), later; and
General Instructions 3. A dividend distribution by a QIE • Withholding at a reduced amount,
to a nonresident alien or a foreign see Purchase of residence for $1
Purpose of Form corporation that is attributable to gains million or less, later.
Section 1445 withholding. A from sales or exchanges by the QIE of
withholding obligation under section USRPI is not subject to withholding For information about applying for
1445 is generally imposed on the under section 1445 as a gain from the reduction or elimination of
buyer or other transferee (withholding sale or exchange of a USRPI if: withholding, see Withholding
certificate issued by the IRS, later.
agent) when a U.S. real property a. The distribution is on stock
interest (USRPI) is acquired from a regularly traded on a securities market Joint transferors. If one or more
foreign person. The withholding in the United States; and foreign persons and one or more U.S.
obligation also applies to foreign and b. The alien or corporation did not persons jointly transfer a USRPI, you
domestic corporations, qualified own more than 10% (for dispositions must determine the amount subject to
investment entities (QIEs), and the and distributions before December withholding in the following manner.
fiduciaries of certain trusts and 17, 2015, did not own more than 5% 1. Allocate the amount realized
estates. This withholding serves to of such stock in the case of a real from the transfer among the
collect U.S. tax that may be owed by estate investment trust (REIT)) of that transferors based on their capital
the foreign person. Use Form 8288 to stock at any time during the 1-year contribution to the property. For this
report and transmit the amount period ending on the date of the purpose, a husband and wife are
withheld. distribution. treated as having contributed 50%
each.
If an exception applies, you Use Forms 1042 and 1042-S to
TIP may be required to withhold at report and pay over the withheld 2. Withhold on the total amount
a reduced rate or you may not amounts. allocated to foreign transferors.
be required to withhold. See 3. Credit the amount withheld
Exceptions to Section 1445 among the foreign transferors as they
General Instructions for
Withholding, later. mutually agree. The transferors must
Section 1445 Withholding
request that the withholding be
Section 1446(f)(1) withholding. A withholding obligation under section credited as agreed upon by the 10th
Section 1446(f)(1) generally imposes 1445 is generally imposed on the day after the date of transfer. If no
a withholding obligation on the buyer buyer or other transferee (withholding agreement is reached, credit the
or other transferee (withholding agent) agent) when a USRPI is acquired from withholding by evenly dividing it
when an interest in a partnership is a foreign person. The withholding among the foreign transferors.
acquired from a foreign person obligation also applies to foreign and
(transferor) if: domestic corporations, QIEs, and the When To File
1. The transferor realized a gain fiduciaries of certain trusts and A transferee must file Form 8288 and
on the sale, and estates. transmit the tax withheld to the IRS by
2. Any portion of the gain would be Who Must File the 20th day after the date of transfer.
treated under section 864(c)(8) as A buyer or other transferee of a You must withhold even if an
effectively connected with the conduct USRPI, and a corporation, QIE, or application for a withholding certificate
of a trade or business within the fiduciary that is required to withhold is or has been submitted to the IRS on
United States. tax, must file Form 8288 to report and the date of transfer. However, you do
transmit the amount withheld. If two or not have to file Form 8288 and
transmit the withholding until the 20th
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day after the day the IRS mails you a transferor requesting the TIN and forfeiture. A payment that is not
copy of the withholding certificate or providing instructions for how to get a forfeitable may also be considered
notice of denial. But, if the principal TIN. When the transferor provides the earnest money, a good-faith deposit,
purpose for filing the application for a IRS with a TIN, the IRS will provide or a similar sum.
withholding certificate was to delay the transferor with a stamped Copy B
Domestically controlled QIE. A QIE
paying the IRS the amount withheld, of Form 8288-A.
is domestically controlled if at all times
interest and penalties will apply to the
period beginning on the 21st day after Penalties during the testing period less than
the date of transfer and ending on the Under section 6651, penalties apply 50% in value of its stock was held,
day full payment is made. for failure to file Form 8288 when due directly or indirectly, by foreign
and for failure to pay the withholding persons. The testing period is the
Installment payments. You must when due. In addition, if you are shorter of:
withhold the full amount at the time of required to but do not withhold tax • The 5-year period ending on the
the first installment payment. If you under section 1445, the tax, including date of the disposition (or distribution),
cannot because the payment does not interest, may be collected from you. or
involve sufficient cash or other liquid Under section 7202, you may be • The period during which the entity
assets, you may obtain a withholding subject to a penalty of up to $10,000 was in existence.
certificate from the IRS. See the for willful failure to collect and pay For the purpose of determining
instructions for Form 8288-B for more over the tax. Corporate officers or whether a QIE is domestically
information. other responsible persons may be controlled, the following rules apply.
Where To File subject to a penalty under section 1. A person holding less than 5%
6672 equal to the amount that should
Send Form 8288 with the amount of any class of stock of a QIE which is
have been withheld and paid over to
withheld, and copies A and B of regularly traded on an established
the IRS.
Form(s) 8288-A to: securities market in the United States
Definitions for Section 1445 at all times during the testing period
Ogden Service Center will be treated as a U.S. person unless
Withholding
P.O. Box 409101 the QIE has actual knowledge that
Ogden, UT 84409 Agent. An agent is any person who such person is not a U.S. person.
represents the transferor or transferee 2. Any stock in a QIE that is held
Forms 8288-A Must Be in any negotiation with another person by another QIE will be treated as held
Attached (or another person’s agent) relating to by a foreign person if:
the transaction or in settling the • Any class of stock of such other
Anyone who completes Form 8288 transaction. QIE is regularly traded on an
must also complete a Form 8288-A for
each person subject to withholding. Amount realized. The sum of the established securities market, or
Copies A and B of Form 8288-A must cash paid or to be paid (not including • Such other QIE is a regulated
be attached to Form 8288. Copy C is interest or original issue discount), the investment company (RIC) that issues
for your records. Multiple Forms fair market value of other property certain redeemable securities.
8288-A related to a transaction can be transferred or to be transferred, and Notwithstanding the above, the
filed with one Form 8288. You are not the amount of any liability assumed by stock of the QIE will be treated as held
required to furnish a copy of Form the transferee or to which the USRPI by a U.S. person if such other QIE is
8288 or 8288-A directly to the is subject immediately before and domestically controlled.
transferor. after the transfer. Generally, the 3. Stock in a QIE that is held by
amount realized for purposes of this any other QIE not described above
The IRS will stamp Copy B of each withholding is the sales or contract will be treated as held by a U.S.
Form 8288-A and will forward the price. person in proportion to the stock
stamped copy to the foreign person ownership of such other QIE which is
Date of transfer. The first date on
subject to withholding at the address (or is treated as) held by a U.S.
which consideration is paid or a
shown on Form 8288-A. To receive person.
liability is assumed by the transferee.
credit for the withheld amount, the
However, for purposes of sections
transferor must generally attach the Foreign person. A nonresident alien
1445(e)(2), (3), and (4), and
stamped Copy B of Form 8288-A to a individual, a foreign corporation that
Regulations sections 1.1445-5(c)(1)
U.S. income tax return (for example, does not have a valid election under
(iii) and 1.1445-5(c)(3), the date of
Form 1040-NR or 1120-F) or section 897(i) to be treated as a
transfer is the date of distribution that
application for early refund filed with domestic corporation, a foreign
creates the obligation to withhold.
the IRS. partnership, a foreign trust, or a
Payment of consideration does not
Transferor's taxpayer identifica- include the payment before passage foreign estate. A resident alien
tion number (TIN) missing. If you of legal or equitable title of earnest individual is not a foreign person.
do not have the transferor's TIN, you money (other than pursuant to an A qualified foreign pension fund or
must still file Forms 8288 and 8288-A. initial purchase contract), a good-faith any entity wholly owned by such fund
A stamped copy of Form 8288-A will deposit, or any similar amount that disposes USRPI or receives a
not be provided to the transferor if the primarily intended to bind the parties distribution from a REIT is not a
transferor’s TIN is not included on that to the contract and subject to
form. The IRS will send a letter to the

Instructions for Form 8288 (Rev. 12-2021) -3-

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foreign person. See sections 897(l) of a transaction described in sections Exceptions to Section 1445
and 1445(f)(3) for more information. 1445(e)(1) through (4). Withholding
Qualified investment entity (QIE). U.S. real property interest (USRPI). Withholding at a Reduced Rate
A QIE is: Any interest, other than an interest
• Any REIT, and solely as a creditor, in the following. Purchase of residence for $1 mil-
• Any RIC which is a U.S. real 1. Real property located in the lion or less. Withholding is required
property holding corporation or which United States or the U.S. Virgin at a reduced rate of 10% in the case
would be a U.S. real property holding Islands. of a disposition of:
corporation. • A property which is acquired by the
2. Certain personal property transferee for use by the transferee as
In determining if a RIC is a U.S. real associated with the use of real a residence, and
property holding corporation, the RIC property. • The amount realized for the
is required to include as USRPIs its
3. A domestic corporation, unless
holdings of stock in a RIC or REIT that property is $1 million or less.
it is shown that the corporation was
is a U.S. real property holding However, see Purchase of residence
not a U.S. real property holding
company, even if such stock is for $300,000 or less below.
corporation during the previous 5
regularly traded and the RIC did not
years (or during the period in which
own more than 10% of such stock in Withholding Not Required
the transferor held the interest, if
the case of a REIT (5% for Purchase of residence for
shorter).
dispositions before December 17, $300,000 or less. If one or more
2015) or 5% of such stock in case of a A USRPI does not include the individuals acquire U.S. real property
RIC, and even if such stock is following. for use as a residence and the amount
domestically controlled. 1. An interest in a domestically realized (in most cases, the sales
For more information, see Pub. controlled QIE. price) is $300,000 or less, no
515. 2. An interest in a REIT that is held withholding is required.
Qualified substitute. For this by a qualified shareholder. For the A USRPI is acquired for use as a
purpose, a qualified substitute is (a) definition of a qualified shareholder, residence if you or a member of your
the person (including any attorney or see section 897(k)(3). But see section family has definite plans to reside in
title company) responsible for closing 897(k)(2)(B) for the cut-back rule if the the property for at least 50% of the
the transaction, other than the qualified shareholder has one or more number of days the property is used
transferor’s agent; and (b) the applicable investors. by any person during each of the first
transferee’s agent. 3. An interest in a corporation that: two 12-month periods following the
Transferee. Any person, foreign or • Did not hold any USRPI as of the date of transfer. Do not take into
domestic, that acquires a USRPI by date the interest in such corporation is account the number of days the
purchase, exchange, gift, or any other disposed, property will be vacant in making this
transfer. • Has disposed of all its USRPIs in determination. No form or other
transactions in which the full amount document is required to be filed with
Transferor. For purposes of this of any gain was recognized as the IRS for this exception; however, if
withholding, this means any foreign provided in section 897(c)(1)(B), and you do not in fact use the property as
person that disposes of a USRPI by • Neither such corporation nor any a residence, the withholding tax may
sale, exchange, gift, or any other predecessor of such corporation was be collected from you.
disposition. A disregarded entity a REIT or a RIC at any time during the This exception applies whether or
cannot be the transferor for purposes shorter of the previous 5 years or the not the transferor (seller) is an
of section 1445. Instead, the person period in which the transferor held the individual, partnership, trust,
considered as owning the assets of interest. corporation, or other transferor.
the disregarded entity for federal tax However, this exception does not
4. An interest in certain publicly
purposes is regarded as the apply if the actual transferee (buyer) is
traded corporations, partnerships, and
transferor. A disregarded entity for not an individual, even if the property
trusts.
these purposes means an entity that is acquired for an individual.
is disregarded as an entity separate See Regulations sections 1.897-1
from its owner under Regulations and 1.897-2 for more information. Transferor not a foreign person.
section 301.7701-3, a qualified REIT Also see Transferred property that Generally, no withholding is required if
subsidiary as defined in section isn’t a USRPI, later. you receive a certification of
856(i), or a qualified subchapter S non-foreign status from the transferor,
Withholding agent. For purposes of
subsidiary under section 1361(b)(3) signed under penalties of perjury,
this return, this means the buyer or
(B). stating that the transferor is not a
other transferee who acquires a foreign person and containing the
Transferee’s or transferor’s agent. USRPI from a foreign person. transferor’s name, address, and TIN
For purposes of section 1445(e), a (social security number (SSN) or
transferee’s or transferor’s agent is employer identification number (EIN)).
any person who represents or advises A certification of non-foreign status
an entity, a holder of an interest in an includes a valid Form W-9 submitted
entity, or a fiduciary with respect to the by the transferor. The transferor can
planning, arrangement, or completion

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give the certification to a qualified of consideration until the full 15% has No particular form is required for
substitute (defined earlier). The been withheld and paid to the IRS. this notice. By the 20th day after the
qualified substitute gives you a These amounts must be reported and date of transfer, you must send a copy
statement, under penalties of perjury, transmitted to the IRS by the 20th day of the notice of nonrecognition (with a
that the certification is in the qualified following the date of each payment. cover letter giving your name,
substitute’s possession. address, and TIN) to:
Transferred property that isn’t a
If you receive a certification (or USRPI. If you acquire an interest in Ogden Service Center
statement), the withholding tax cannot property that is not a USRPI (defined P.O. Box 409101
be collected from you unless you under U.S. real property interest Ogden, UT 84409
knew that the certification (or (USRPI), earlier), withholding is
statement) was false or you received generally not required. A USRPI See Regulations section 1.1445-2(d)
a notice from your agent, the includes certain interests in U.S. (2) for more information on the
transferor’s agent, or the qualified corporations, as well as direct transferor’s notice of nonrecognition.
substitute that it was false. The interests in real property and certain
certification must be signed by the associated personal property. Note. A notice of nonrecognition
individual, a responsible officer of a cannot be used for the exclusion from
No withholding is required on the
corporation, a general partner of a income under section 121, like-kind
acquisition of an interest in a domestic
partnership, or the trustee, executor, exchanges that do not qualify for
corporation if (a) any class of stock of
or fiduciary of a trust or estate. nonrecognition treatment in their
the corporation is regularly traded on
A disregarded entity may not certify an established securities market; or entirety, and deferred like-kind
that it is the transferor for U.S. tax (b) the transferee receives a exchanges that have not been
purposes. Rather, the owner of the statement issued by the corporation completed when it is time to file Form
disregarded entity is treated as the that the interest is not a USRPI, 8288. In these cases, a withholding
transferor of the property and must unless you know that the statement is certificate issued by the IRS, as
provide the certificate of non-foreign false or you receive a notice from your described next, must be obtained.
status to avoid withholding under agent or the transferor’s agent that the Withholding certificate issued by
section 1445. statement is false. A corporation’s the IRS. A withholding certificate
A foreign corporation electing to be statement may be relied on only if it is may be issued by the IRS to reduce or
treated as a domestic corporation dated not more than 30 days before eliminate withholding on dispositions
under section 897(i) must attach to the date of transfer. of USRPIs by foreign persons. Either
the certification a copy of the a transferee or transferor may apply
Late notice of false statement.
acknowledgment of the election for the certificate. The certificate may
If, after the date of transfer, you
received from the IRS. The be issued if:
receive a notice indicating that the
acknowledgment must state that the • Reduced withholding is appropriate
statement is false, see Late notice of
information required by Regulations because the 10%, 15%, or 21% (35%
false certification, earlier.
section 1.897-3 has been determined for distributions made before January
to be complete. If the Generally, no withholding is
acknowledgment is not attached, you required on the acquisition of an 1, 2018) amount exceeds the
may not rely on the certification. Keep interest in a foreign corporation. transferor’s maximum tax liability;
any certification of non-foreign status However, withholding may be • The transferor is exempt from U.S.
you receive in your records for 5 years required if the foreign corporation has tax or nonrecognition provisions
after the year of transfer. made the election under section apply; or
897(i) to be treated as a domestic • The transferee or transferor enters
You may also use other means to into an agreement with the IRS for the
corporation.
determine that the transferor is not a payment of the tax.
foreign person. But if you do and it is Transferor’s nonrecognition of An application for a withholding
later determined that the transferor is gain or loss. You may receive a certificate must comply with the
a foreign person, the withholding tax notice from the transferor signed provisions of Regulations sections
may be collected from you. under penalties of perjury stating that 1.1445-3 and 1.1445-6, and Rev.
the transferor is not required to Proc. 2000-35, 2000-35 I.R.B. 211.
Late notice of false certification. recognize gain or loss on the transfer You can find Rev. Proc. 2000-35 at
If, after the date of transfer, you because of a nonrecognition provision IRS.gov/pub/irs-irbs/irb00-35.pdf. In
receive a notice from your agent, the of the Internal Revenue Code (see certain cases, you may use Form
transferor’s agent, or the qualified Temporary Regulations section 8288-B to apply for a withholding
substitute that the certification of 1.897-6T(a)(2)) or a provision in a certificate. The IRS will normally act
non-foreign status is false, you do not U.S. tax treaty. You may rely on the on an application by the 90th day after
have to withhold on consideration transferor’s notice, and not withhold, a complete application is received.
paid before you received the notice. unless (a) only part of the gain
However, you must withhold the full qualifies for nonrecognition, or (b) you If you receive a withholding
15% of the amount realized from any know or have reason to know that the certificate from the IRS that excuses
consideration that remains to be paid, transferor is not entitled to the claimed withholding, you are not required to
if possible. You must do this by nonrecognition treatment. file Form 8288. However, if you
withholding and paying over the entire receive a withholding certificate that
amount of each successive payment reduces (rather than eliminates)

Instructions for Form 8288 (Rev. 12-2021) -5-

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withholding, there is no exception to Within the explanation, provide that Entities Subject to Section
withholding, and you are required to you filed with, or obtained from, an 1445(e)
file Form 8288. Attach a copy of the appropriate person the required
Withholding is required on certain
withholding certificate to Form 8288. certification or notice.
distributions and other transactions by
See When To File under General
Instructions for Section 1445 The completed certification or domestic or foreign corporations,
Withholding, earlier, for more notice attached to the explanation QIEs, trusts, and estates. A domestic
information. must be sent to: trust or estate must withhold 21%
(35% for distributions made before
No consideration paid. Withholding Ogden Service Center January 1, 2018) of the amount
is not required if the amount realized P.O. Box 409101 distributed to a foreign beneficiary
by the transferor is zero (for example, Ogden, UT 84409 from a “U.S. real property interest
the property is transferred as a gift account” that it is required to establish
and the recipient does not assume For more information, see Rev. under Regulations section
any liabilities or furnish any other Proc. 2008-27, 2008-21 I.R.B. 1014, 1.1445-5(c)(1)(iii). A foreign
consideration to the transferor). available at IRS.gov/IRB/ corporation that has not made the
Options to acquire USRPIs. No 2008-21_IRB#RP-2008-27. election under section 897(i) must
withhold 21% (35% for distributions
withholding is required with respect to Liability of Agents made before January 1, 2018) of the
any amount realized by the grantor on
the grant or lapse of an option to If you (or the qualified substitute) gain it recognizes on the distribution
acquire a USRPI. However, received (a) a transferor’s certification of a USRPI to its shareholders.
withholding is required on the sale, of non-foreign status, or (b) a Certain domestic corporations are
exchange, or exercise of an option. corporation’s statement that an required to withhold tax on
interest is not a USRPI, and the distributions to foreign shareholders.
Property acquired by a govern- transferee’s or transferor’s agent, or
mental unit. If the property is the substitute, knows the document is No withholding is required on the
acquired by the United States, a U.S. false, the agent (or substitute) must transfer of an interest in a domestic
state or possession or political notify you. If notification is not corporation if any class of stock of the
subdivision, or the District of provided, the agent (or substitute) will corporation is regularly traded on an
Columbia, withholding is generally not be liable for the tax that should have established securities market. Also,
required. been withheld, but only to the extent no withholding is required on the
For rules that apply to foreclosures, of the agent’s (or substitute’s) transfer of an interest in a PTP or
see Regulations section 1.1445-2(d) compensation from the transaction. trust.
(3). If you (or the substitute) receive a No withholding will be required with
Applicable wash sale transaction. notice of false certification or respect to an interest holder if the
If a distribution from a domestically statement from your agent, the entity or fiduciary receives a
controlled QIE is treated as a transferor’s agent, or the qualified certification of non-foreign status from
distribution of a USRPI only because substitute, you must withhold tax as if the interest holder. A certification of
an interest in the entity was disposed you had not received a certification or non-foreign status includes a valid
of in an applicable wash sale statement. See Late notice of false Form W-9 submitted by the transferor.
transaction, withholding is generally certification, earlier. An entity or fiduciary may also use
other means to determine that an
not required. See section 897(h)(5). A person is not treated as an agent interest holder is not a foreign person,
if the person only performs one or but if it does so and it is later
Late Filing of Certification or more of the following acts in determined that the interest holder is
Notice connection with the transaction. a foreign person, the withholding may
You may be eligible for relief for a late 1. Receiving and disbursing any be collected from the entity or
filing if a statement or notice was not part of the consideration. fiduciary.
provided to the relevant person or the 2. Recording any document. Section 1445(e)(1)
IRS by the specified deadline and if 3. Typing, copying, and other Transactions
you have reasonable cause for the clerical tasks.
failure to make a timely filing. Once Partnerships. A domestic
you become aware that you have 4. Obtaining title insurance reports
partnership that is not publicly traded
failed to timely file certain certificates and reports concerning the condition
must withhold tax under section
or notices, you must file the required of the property.
1446(a) on effectively connected
certification or notice with the 5. Transmitting documents taxable income allocated to its foreign
appropriate person or the IRS. Also between the parties. partners and must file Forms 8804
include the following. 6. Functioning exclusively in his or and 8805. A PTP or nominee must
• A statement at the top of the her capacity as a representative of a generally withhold tax under section
document(s) that it is “FILED condominium association or 1446(a) on distributions to its foreign
PURSUANT TO REV. PROC. cooperative housing corporation. This partners and must file Forms 1042
2008-27.” exemption includes the board of and 1042-S. Because a domestic
• An explanation describing why the directors, the committee, or other partnership that disposes of a USRPI
failure was due to reasonable cause. governing body. is required to withhold under section
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1446(a), it is not required to withhold  Section 1445(e)(3)                       897(g). No withholding is required if, 
under section 1445(e)(1).                Transactions                             no earlier than 30 days before the 
                                                                                  transfer, the transferee receives a 
Trusts and estates. If a domestic        Generally, a domestic corporation that 
                                                                                  statement signed by a general partner 
trust or estate disposes of a USRPI,     distributes any property to a foreign 
                                                                                  under penalties of perjury that at least 
the amount of gain realized must be      person that holds an interest in the 
                                                                                  50% of the value of the gross assets 
paid into a separate “USRPI account.”    corporation must withhold 15% (10% 
                                                                                  of the partnership does not consist of 
For these purposes, a domestic trust     for distributions before February 17, 
                                                                                  USRPIs or that at least 90% of the 
is one that does not make the large      2016) of the fair market value of the 
                                                                                  value of the gross assets does not 
trust election (explained below), is not property distributed if:
                                                                                  consist of USRPIs, plus cash or cash 
a QIE, and is not publicly traded. The   • The foreign person’s interest in the 
                                                                                  equivalents. The transferee may rely 
fiduciary must withhold 21% (35% for     corporation is a USRPI under section 
                                                                                  on the statement unless the 
distributions made before January 1,     897; and
                                                                                  transferee knows it is false or the 
2018) of the amount distributed to a     • The property is distributed in 
                                                                                  transferee receives a false statement 
foreign person from the account          redemption of stock under section 
                                                                                  notice pursuant to Regulations section 
during the tax year of the trust or      302, in liquidation of the corporation 
                                                                                  1.1445-4.
estate in which the disposition          under sections 331 through 341, or 
occurred. The withholding must be        with respect to stock under section              A disposition of a partnership 
paid over to the IRS within 20 days of   301 that is not made out of the          !       interest that meets this 
the date of distribution. Special rules  earnings and profits of the              CAUTION exception may instead be 
apply to grantor trusts. See             corporation.                             subject to withholding under section 
Regulations section 1.1445-5 for more                                             1446(f)(1). See Transfers of 
information and how to compute the         No withholding or reduced              Partnership Interests Subject to 
amount subject to withholding.           withholding is required if the           Withholding Under Sections 1445(e)
                                         corporation receives a withholding       (5) and 1446(f)(1), later.
Large trust election. Trusts with        certificate from the IRS.
more than 100 beneficiaries may 
make an election to withhold upon        Section 1445(e)(4)                       Section 1445(e)(6) 
distribution rather than at the time of  Transactions                             Transactions
transfer. The amount to be withheld      No withholding is required under         A QIE must withhold 21% (35% for 
from each distribution is 21% (35% for   section 1445(e)(4), relating to certain  distributions made before January 1, 
distributions made before January 1,     taxable distributions by domestic or     2018) of a distribution to a 
2018) of the amount attributable to the  foreign partnerships, trusts, and        nonresident alien or a foreign 
foreign beneficiary’s proportionate      estates, until the effective date of a   corporation that is treated as gain 
share of the current balance of the      Treasury Decision under section          realized from the sale or exchange of 
trust’s section 1445(e)(1) account.      897(e)(2)(B)(ii) and (g).                a USRPI. No withholding under 
This election does not apply to any                                               section 1445 is required on a 
                                                  Though withholding is not 
QIE or to any publicly traded trust.                                              distribution to a nonresident alien or 
                                                  currently required under 
Special rules apply to large trusts that CAUTION!                                 foreign corporation if the distribution is 
                                                  section 1445(e)(4), 
make recurring sales of growing crops                                             on stock regularly traded on a 
                                         withholding may be required under 
and timber.                                                                       securities market in the United States 
                                         section 1446(f)(1) on the amount         and the alien or corporation did not 
A trust’s section 1445(e)(1)             realized when a domestic or foreign      own more than 10% (for distributions 
account is the total net gain realized   partnership makes a distribution to a    before December 17, 2015, did not 
by the trust on all section 1445(e)(1)   foreign partner.                         own more than 5% of such stock in 
transactions after the date of the 
                                                                                  case of a REIT) of that stock at any 
election, minus the total of all         Section 1445(e)(5)                       time during the 1-year period ending 
distributions made by the trust after    Transactions                             on the date of distribution.
the date of the election from such total 
net gain. See Regulations section        The transferee of a partnership          A distribution made after December 
1.1445-5(c)(3) for more information.     interest must withhold 15% (10% for      17, 2015, by a REIT is generally not 
                                         dispositions before February 17,         treated as gain from the sale or 
Section 1445(e)(2)                       2016) of the amount realized on the      exchange of a USRPI if the 
Transactions                             disposition by a foreign partner of an   shareholder is a qualified shareholder 
A foreign corporation that distributes a interest in a domestic or foreign        (as described in section 897(k)(3)).
USRPI must generally withhold 21%        partnership in which at least 50% of 
(35% for distributions made before       the value of the gross assets consists   General Instructions for 
January 1, 2018) of the gain             of USRPIs and at least 90% of the 
recognized by the corporation. No        value of the gross assets consists of    Section 1446(f)(1) 
withholding or reduced withholding is    U.S. real property, interests plus any   Withholding
required if the corporation receives a   cash or cash equivalents. However,       Section 1446(f) generally imposes a 
withholding certificate from the IRS.    no withholding is required under         withholding obligation on the buyer or 
                                         section 1445(e)(5) for dispositions of   other transferee (withholding agent) 
                                         interests in other partnerships, trusts, when an interest in a partnership is 
                                         or estates until the effective date of a acquired from a foreign person 
                                         Treasury Decision under section          (transferor) if:

Instructions for Form 8288 (Rev. 12-2021)                 -7-

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1. The transferor realized a gain subject to withholding at the address Transfer. A sale, exchange, or other
on the sale, and shown on Form 8288-A. To receive disposition, which includes a
2. Any portion of the gain would be credit for the withheld amount, the distribution from a partnership to a
treated under section 864(c)(8) as transferor must generally attach the partner, as well as a transfer treated
effectively connected with the conduct stamped Copy B of Form 8288-A to a as a sale or exchange under section
of a trade or business within the U.S. income tax return (for example, 707(a)(2)(B).
United States (effectively connected Form 1040-NR or 1120-F).
Transferee. Any person, foreign or
gain). Transferor’s taxpayer identifica- domestic, that acquires a partnership
A transfer can occur when a tion number (TIN) missing. If you interest through a transfer, and
partnership distribution results in gain do not have the transferor's TIN, you includes a partnership that makes a
under section 731. Under section must still file Forms 8288 and 8288-A. distribution.
1446(f)(4), if the transferee fails to A stamped copy of Form 8288-A will
withhold any required amount, the not be provided to the transferor if the Transferor. Generally means any
partnership must deduct and withhold transferor’s TIN is not included on that person, foreign or domestic, that
from distributions to the transferee the form. The IRS will send a letter to the transfers a partnership interest. In the
amount that the transferee failed to transferor requesting the TIN and case of a trust, to the extent all or a
withhold (plus interest). provide instructions for how to get a portion of the income of the trust is
TIN. When the transferor provides the treated as owned by the grantor or
Who Must File IRS with a TIN, the IRS will provide another person under sections 671
Unless any of exceptions 1 through 5 the transferor with a stamped Copy B through 679 (such trust, a grantor
of the Exceptions to Section 1446(f) of Form 8288-A. trust), the term “transferor” means the
grantor or such other person.
(1) Withholding on Transfers of Penalties
Non-PTP Interests, later, applies, a Transferor’s agent or transferee’s
buyer or other transferee of a Under section 6651, penalties apply agent. Any person who represents
partnership interest must file Form for failure to file Form 8288 when due the transferor or transferee
8288 to report and transmit the and for failure to pay the withholding (respectively) in any negotiation with
amount withheld. when due. In addition, if you are another person relating to the
required to but do not withhold tax transaction or in settling the
Amount To Withhold under section 1446(f), the tax, transaction. A person will not be
Generally, you must withhold 10% of including interest, may be collected treated as a transferor’s agent or a
the amount realized on the disposition from you. Under section 7202, you transferee’s agent solely because it
by the transferor, defined later. may be subject to a penalty of up to performs one or more of the activities
$10,000 for willful failure to collect and described in Regulations section
When To File pay over the tax. Corporate officers or 1.1445-4(f)(3) (relating to activities of
A transferee must file Form 8288 and other responsible persons may be settlement officers and clerical
transmit the tax withheld to the IRS by subject to a penalty under section personnel).
the 20th day after the date of transfer. 6672 equal to the amount that should
have been withheld and paid over to U.S. person. A person described in
Where To File section 7701(a)(30).
the IRS. See Regulations section
Send Form 8288 with the amount 1.1461-3 for other penalties that may Exceptions to Section 1446(f)
withheld, and copies A and B of apply.
Form(s) 8288-A to: (1) Withholding on Transfers of
Definitions for Section 1446(f) Non-PTP Interests
Ogden Service Center (1) Withholding A transferee, including a partnership
P.O. Box 409101 when the partner is a distributee, is
Ogden, UT 84409 Controlling partner. A partner that,
together with any person that bears a not required to withhold on the
relationship described in section transfer of a non-PTP interest if it
Forms 8288-A Must Be properly relies on one of the following
267(b) or 707(b)(1) to the partner,
Attached owns directly or indirectly a 50% or six certifications, the requirements of
Anyone who completes Form 8288 greater interest in the capital, profits, which are more fully described in
must also complete a Form 8288-A for deductions, or losses of the Regulations section 1.1446(f)-2(b)
each person subject to withholding. partnership at any time within the 12 and Pub. 515. A transferee may not
Copies A and B of Form 8288-A must months before the determination date. rely on a certification if it has actual
be attached to Form 8288. Copy C is knowledge that the certification is
for your records. Multiple Forms Foreign person. A person that is not incorrect or unreliable. A partnership
8288-A related to a transaction can be a U.S. person, including a qualified that is a transferee because it makes
filed with one Form 8288. You are not intermediary (QI) branch of a U.S. a distribution may not rely on its books
required to furnish a copy of Form financial institution (as defined in and records if it knows, or has reason
8288 or 8288-A directly to the Regulations section 1.1471-1(b) to know, that the information is
transferor. (109)). incorrect or unreliable. A certification
TIN. The TIN assigned to a person must provide the name and address
The IRS will stamp Copy B of each of the person providing it, be signed
under section 6109.
Form 8288-A and will forward the under penalties of perjury, and
stamped copy to the foreign person
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generally include the TIN of the a. The transferor was a partner in provides a certification using Form
transferor. See Regulations sections the partnership for the transferor’s W-8BEN or W-8BEN-E, as applicable,
1.1446(f)-1(c)(2)(i) and 1.1446(f)-2(b) immediately prior tax year (for which it or applicable substitute form that
(1). Also, separate rules apply if the has already received a Schedule K-1) meets the requirements under
transfer results from a partnership and the 2 preceding tax years (the Regulations section 1.1446-1(c)(5)
distribution. Only the certification in look-back period) and had a that the transferor is not subject to tax
exception 6 must be submitted to the distributive share of gross income on any gain from the transfer pursuant
IRS. from the partnership in each of these to an income tax treaty. The form
years; should contain the information
The certifications in several of the
exceptions are based on a b. The transferor’s distributive necessary to support the claim for
determination date. See Regulations share of gross ECI from the treaty benefits. Within 30 days after
section 1.1446(f)-1(c)(4) and Pub. partnership, and any persons related the date of the transfer, the transferee
515 for more information regarding to the transferor, as reported on a must mail certain information, plus a
the determination date. Schedule K-1 (Form 1065) or other copy of the certificate, to the IRS, at
statement required by the partnership, the address in Where To File, earlier.
1. Certification of non-foreign
was less than $1 million for each of The transferor may not provide this
status. The transferor provides a
the tax years during the look-back certification if any portion of the gain is
certification of non-foreign status
period; subject to tax. In that case, the
signed under penalties of perjury that
states that the transferor is not a c. The transferor’s distributive transferor may be able to provide a
foreign person, and provides the share of partnership gross ECI, as Certification of maximum tax liability,
transferor’s name, TIN, and address. reported on a Schedule K-1 (Form later, if the requirements under
A certification of non-foreign status 1065) or other statement required by Regulations section 1.1446(f)-2(c)(4)
includes a valid Form W-9. the partnership, for each year during (vi) are met.
the look-back period, was less than
2. Certification of no realized Special rules when a non-PTP
10% of its total distributive share of
gain. The transferor provides a makes a distribution. A non-PTP
partnership gross income; and
certification that there was no realized making a distribution to a partner may
gain on the transfer of the partnership d. For each year during the generally rely on any of the above
interest (including no ordinary income look-back period, the transferor’s exceptions, with the following certain
arising from the application of section distributive share of partnership ECI additional considerations.
751 and Regulations section 1.751-1) or gain (or losses properly allocated • In exception 2, the no realized gain
as of the determination date. and apportioned to that income) has exception, a distributing partnership
been timely reported on a federal
3. Certification of less than 10% may generally rely on its books and
income tax return of the transferor (or
effectively connected gain. The records or on a certification from the
if the transferor was a partnership, its
transferor provides a certification from distributee partner.
direct or indirect nonresident alien and
the partnership stating that: • In exception 4, the less than 10%
foreign corporate partners) and any ECI exception, a distributing
a. On the deemed sale of the tax due with respect to such amounts partnership may generally rely on its
partnership assets in the manner have been timely paid, provided the books and records, but must also
described in Regulations section return was required to be filed when obtain a representation from the
1.864(c)(8)-1(c) as of the the transferor furnishes the distributee partner stating that the
determination date either (1) the certification. distributee partner satisfies the
partnership would have no effectively
5. Certification of reporting and tax payment
connected gain (or the net amount of
nonrecognition. The transferor requirements with respect to the
its effectively connected gain would
provides a certification that it is not partnership’s ECI for the look-back
be less than the 10% of the total net
required to recognize any gain or loss period.
gain) on all its assets, or (2) the
with respect to the transfer by reason
transferor’s distributive share of net Determining the Amount To
of the operation of a nonrecognition
effectively connected gain resulting Withhold
provision of the Internal Revenue
from the deemed sale would be less In general, the transferee must
Code. The certification must briefly
than 10% of the transferor’s withhold 10% of the amount realized.
describe the transfer and provide the
distributive share of the total net gain; The amount realized includes the
relevant law and facts relating to the
or following.
certification.
b. The partnership was not 1. The cash paid (or to be paid),
This exception does not apply if
engaged in a trade or business within
only a portion of the gain is not
the United States at any time during 2. The fair market value of
recognized. In that case, the
the tax year of the partnership until the property transferred (or to be
transferor may be able to provide a
date of transfer. transferred),
Certification of maximum tax liability,
3. The amount of any liabilities
4. Certification of less than 10% later, if the requirements under
assumed by the transferee or to which
effectively connected income Regulations section 1.446(f)-2(c)(4)
the partnership interest is subject, and
(ECI). The transferor provides a (v) are met.
certification that:
6. Certification that an income
tax treaty applies. The transferor

Instructions for Form 8288 (Rev. 12-2021) -9-

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4. The selling partner’s relief from received or cannot rely on a requirements under either section
the partner’s share of the partnership certification of the transferor’s share of 1445(e)(5) or 1446(f)(1), as described
liabilities. partnership liabilities received from in this paragraph, will be deemed to
the transferor (including the most satisfy its withholding requirement.
The rules for determining the
recent Schedule K-1 or K-3) or a
amount to withhold are contained in Liability of Agents
certification of the transferor’s share of
Regulations section 1.1446(f)-2(c). A transferee’s or transferor’s agent
liabilities received from the
See also Pub. 515. If certain must provide notice to a transferee (or
partnership).
requirements are met, the transferee other person required to withhold) if
may rely on a certification of the Certification of maximum tax liabil- that person is furnished with a
amount of the transferor's share of ity. A transferor that meets certain certification described in Regulations
partnership liabilities reported on the requirements can certify its maximum section 1.1446(f)-1 or 1.1446(f)-2 that
most recent Schedule K-1 (Form tax liability to the transferee. The the agent knows is false. A person
1065) issued by the partnership or a maximum tax liability is the amount of required to withhold may not rely on a
certification from a partnership that the transferor’s effectively connected certification if it receives the notice
provides the amount of the gain multiplied by the applicable described in this paragraph (c)(1). An
transferor's share of partnership percentage under Regulations section agent’s liability is limited to the
liabilities as of the determination date. 1.1446-3(a)(2). The applicable amount of compensation that the
Modified amount realized. If a percentage for foreign corporations is agent derives from the transaction. In
foreign partnership is the transferor, the highest rate of tax under section addition, an agent that assists in the
separate rules may apply to determine 11(b) and for non-corporations is the preparation of, or fails to disclose
a modified amount realized. The highest rate of tax under section 1. knowledge of, a false certification may
modified amount realized is This certification may be used if a be liable for civil and criminal
determined by multiplying the amount nonrecognition provision or an income penalties. For more information, see
realized by the aggregate percentage tax treaty excludes only a portion of Regulations section 1.1446(f)-5.
computed as of the determination the effectively connected gain. The
date. The aggregate percentage is the certificate does not need to and
percentage of the gain (if any) arising should not be submitted to the IRS for Specific Instructions for
purpose. A presumed foreign taxable approval. Both Sections 1445 and
person is any person that has not Transfers of Partnership 1446(f)(1) Withholding
provided a certificate of non-foreign Note. If you are using Forms 8288
Interests Subject to
status, as previously described in the and 8288-A to meet the withholding,
exception 1 to withholding, or a Withholding Under Sections
certification that pursuant to a tax 1445(e)(5) and 1446(f)(1) payment, and reporting requirements
under new section 1446(f)(1), you
treaty no portion of the foreign taxable The transfer of a partnership interest must write “Section 1446(f)(1)
person’s gain is subject to tax. The may be subject to withholding under withholding” at the top of both Forms
certification the transferor foreign section 1445(e)(5) or Regulations 8288 and 8288-A.
partnership provides does not need to section 1.1445-11T(d)(1) if 50% or
be submitted to the IRS. more of the value of the partnership’s Amended return. Check the box at
Lack of money or property or lack gross assets consists of USRPIs, and the top of the page to indicate the
of knowledge regarding liabilities. 90% or more of the value of its gross Form 8288 you are filing is an
Under certain circumstances, the assets consists of USRPIs plus any amended return.
amount that the transferee would cash or cash equivalents. The transfer Complete Part I or Part II, but
have been required to withhold would of a partnership interest may also be ! not both. Also, you must
be more than the amount that the subject to withholding under section CAUTION complete and attach Copies A
transferee will pay to the transferor. 1446(f)(1) and Regulations section and B of Form(s) 8288-A. Attach
When this occurs, withholding 100% 1.1446(f)-2, if the partnership also additional sheets if you need more
of the amount paid will satisfy the holds other property used in the space.
transferee’s withholding requirement conduct of a trade or business within
per Regulations section 1.1446(f)-2(c) the United States. If both sections Part I—To Be Completed by the
(3). These circumstances are if: 1445(e)(5) and 1446(f)(1) could apply Buyer or Other Transferee
to the same transfer, the transfer is
1. The amount otherwise required subject to the payment and reporting Required To Withhold Under
to be withheld would exceed the requirements of section 1445 only and Section 1445(a)
amount realized determined without not section 1446(f)(1). However, if the Despite the title of Part I, it is
regard to the decrease in the transferor has applied for a ! to be used for both section
transferor’s share of partnership withholding certificate under the last CAUTION 1445(a) and 1446(f)(1)
liabilities, or sentence of Regulations section withholding.
2. The transferee is unable to 1.1445-11T(d)(1), the transferee must
determine the amount realized withhold the greater of the amounts Line 1. In Part I, enter the name,
because it does not have actual required under section 1445(e)(5) or address, and identifying number of
knowledge of the transferor’s share of 1446(f)(1). A transferee that has the buyer or other transferee
partnership liabilities (and has not complied with the withholding responsible for withholding under

-10- Instructions for Form 8288 (Rev. 12-2021)

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section 1445(a) or 1446(f)(1). Do not shares Class A Preferred Stock XYZ Part II—To Be Completed by an
enter the name, address, and Corporation”). For an interest in a Entity Subject to the Provisions
identifying number of a title company, partnership, enter the class or type of Section 1445(e)
mortgage company, etc., unless it and amount of the partnership interest
happens to be the actual buyer or (for example, “40% of the capital Line 3. If you are a QIE, a domestic
transferee. interest in the ABC Partnership”). trust or estate, or you make the large
trust election, enter the date of
In Part II, enter the name, address, Line 4. Enter the number of Forms
distribution for the date of transfer.
and identifying number of the entity or 8288-A attached to Form 8288.
fiduciary responsible for withholding Copies A and B of each Form 8288-A Line 5a. Enter amounts subject to
under section 1445(e). Do not enter should be counted as one form. withholding at 15%. Generally, this is
the name, address, and identifying the rate of withholding for transactions
number of a title company, mortgage Line 5a. Enter amounts subject to
required to be reported under section
company, etc., unless it happens to withholding at 15%. Generally, this is
1445(e) in Part II. However, see the
be the actual entity responsible for the rate of withholding for transactions
discussion of various section 1445(e)
withholding under section 1445(e). required to be reported under section
transactions under Entities Subject to
1445(a) in Part I.
The IRS will contact the Section 1445(e), earlier.
Include withholding for the
! person or entity listed on purchase of a residence with an Line 5b. Enter amounts subject to
CAUTION line 1 to resolve any problems withholding at 10%. Report on line 5b
amount realized of more than $1
that may arise concerning withholding for any dispositions of
million.
underwithholding and/or penalties. property prior to February 17, 2016,
Line 5b. Enter amounts subject to subject to a 10% rate of withholding
Name and address. If you are a withholding at 10%. Amounts entered under section 1445(e).
fiduciary for either section 1445(a) or on line 5b include the following.
1446(f)(1) withholding, list your name • Withholding under section 1445(a) Line 5c. Enter amounts subject to
and the name of the trust or estate. for the purchase of a residence with withholding at 21% (35% for
Enter the home address of an an amount realized of more than distributions made before January 1,
individual or the office address of an $300,000, but less than or equal to $1 2018). See the discussion of various
entity. million. Generally, no withholding is section 1445(e) transactions under
required for the purchase of a Entities Subject to Section 1445(e),
Identifying number. For a U.S. residence if the amount realized is earlier.
individual, the identifying number is an $300,000 or less. For more Line 5d. If withholding is at a reduced
SSN. For any person other than an information, see Exceptions to rate, check the box. Include the
individual (for example, corporation, Section 1445(a) Withholding, earlier. amount withheld in the total reported
•
QIE, estate, or trust), the identifying Any dispositions of property prior to on Part II, line 6. See the discussion of
number is an EIN. If you do not have February 17, 2016, subject to a 10% various section 1445(e) transactions
an EIN, you can apply for one online rate of withholding under section under Entities Subject to Section
at IRS.gov/EIN or by telephone at 1445(a). 1445(e), earlier.
800-829-4933. Also, you can file Form
SS-4 by fax or mail. Generally, this is also the rate of Line 5e. If withholding is from a large
withholding for transactions required trust election to withhold upon
For a nonresident alien individual to be reported under section 1446(f) distribution, check the box, and
who is not eligible for an SSN, the (1) in Part I. include the amount withheld in the
identifying number is an IRS individual
taxpayer identification number (ITIN). Line 5c. If withholding is at a reduced total reported on Part II, line 6. See
If the individual does not already have rate, check the box. See Exceptions Large trust election under Section
an ITIN, he or she should complete to Section 1445(a) Withholding and 1445(e)(1) Transactions, earlier.
Forms 8288 and 8288-A and mail the Exceptions to Section 1446(f)(1) Example 2. C, a domestic
forms along with any payment to the Withholding on Transfers of Non-PTP corporation, distributes property to F,
address shown under Where To File, Interests, earlier. Include the amount a foreign shareholder whose interest
earlier. In a separate package, mail a withheld in the total reported on Part I, in C is a USRPI. The distribution is in
completed Form W-7 with supporting line 6. redemption of C’s stock (section
documentation and a copy of Forms Example 1. B, a corporation, 1445(e)(3) transaction). C must
8288 and 8288-A to the IRS at the purchases a USRPI from F, a foreign withhold 15% of the fair market value
address given in the Form W-7 person. On settlement day, the of the property distributed to F. C
instructions. settlement agent pays off existing must complete Part II of Form 8288,
Line 2. Enter the location and a loans, withholds 15% of the amount and Form 8288-A.
description of the property, including realized on the sale, and disburses Paid Preparer
any substantial improvements (for the remaining amount to F. B, not the
example, “12-unit apartment agent, must complete Part I of Form Generally, anyone you pay to prepare
building”). For an interest in a 8288, and Form 8288-A. Form 8288 must sign it and include
their Preparer Tax Identification
corporation that constitutes a USRPI, Number (PTIN) in the space provided.
enter the class or type and amount of
the interest (for example,“10,000

Instructions for Form 8288 (Rev. 12-2021) -11-

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allow us to figure and collect the right estimated burden for business
Privacy Act and Paperwork Reduc-
amount of tax. Failure to provide this taxpayers filing this form is approved
tion Act Notice. We ask for the
information in a timely manner, or under OMB control number
information on this form to carry out
providing false information, may 1545-0123. The estimated burden for
the Internal Revenue laws of the
subject you to penalties. Routine uses all other taxpayers who file these
United States. Section 1445 generally
of this information include giving it to forms is shown below.
imposes a withholding obligation on
the Department of Justice for civil and
the withholding agent (the buyer or Form 8288 Form 8288-A
criminal litigation, and to cities, states,
other transferee) when a USRPI is
the District of Columbia, and U.S.
acquired from a foreign person. Recordkeeping 5 hr., 30 min. 2 hr., 52 min.
commonwealths and possessions for
Section 1445 also imposes a Learning
administration of their tax laws. We
withholding obligation on certain about the law
may also disclose this information to
foreign and domestic corporations, or the
other countries under a tax treaty, to
QIEs, and the fiduciaries of certain form. . . . . 5 hr., 13 min. 30 min.
federal and state agencies to enforce
trusts and estates. Section 1446(f)(1) Preparing
federal nontax criminal laws, or to
generally imposes a withholding and sending
federal law enforcement and
obligation on the withholding agent the form to
intelligence agencies to combat
(the buyer or other transferee, the IRS . . . 6 hr., 44 min. 34 min.
terrorism.
including a partnership that makes a
distribution resulting in gain under You are not required to provide the
section 731) when an interest in a information requested on a form that If you have comments concerning
partnership is acquired from a foreign is subject to the Paperwork Reduction the accuracy of these time estimates
person (transferor) that results in gain Act unless the form displays a valid or suggestions for making these forms
any portion of which would be treated OMB control number. Books or simpler, we would be happy to hear
under section 864(c)(8) as effectively records relating to a form or its from you. You can send us comments
connected with the conduct of a trade instructions must be retained as long from IRS.gov/FormComments. Or you
or business within the United States. as their contents may become can write to the Internal Revenue
This form is used to report and material in the administration of any Service, Tax Forms and Publications,
transmit the amount withheld. Internal Revenue law. Generally, tax 1111 Constitution Ave. NW, IR-6526,
You are required to provide this returns and return information are Washington, DC 20224. Do not send
information. Section 6109 requires confidential, as required by section the form to this address. Instead, see
you to provide your identification 6103. Where To File, earlier.
number. We need this information to The time needed to complete and
ensure that you are complying with file these forms will vary depending on
the Internal Revenue laws and to individual circumstances. The

-12- Instructions for Form 8288 (Rev. 12-2021)

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