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                                                                                                             Department of the Treasury
                                                                                                             Internal Revenue Service
Instructions for Form 8985 

and Form 8985-V

(Rev. December 2021)
Pass-Through Statement—Transmittal/Partnership Adjustment Tracking Report
(Required Under Sections 6226 and 6227)
For use with Form 8985 and Form 8985-V (December 2019)

Contents                                    Page    requirements, and explanations of how to       section 1101 of the Bipartisan Budget Act 
What’s New .  . . . . . . . . . . . . . . . . . 1   report positive and negative adjustments,      of 2015 (BBA).
Purpose of Form .   . . . . . . . . . . . . . . 1   section 199A amounts, and Schedule K-3         Designated individual (DI) is the 
                                                    (Form 1065) amounts.                           individual through whom an entity 
Definitions . . . . . . . . . . . . . . . . . . . 1                                                partnership representative acts.
General Instructions .  . . . . . . . . . . . . 2                                                  Extended due date of the AAR 
Who Should Prepare Form                             Purpose of Form
8985          . . . . . . . . . . . . . . . . . 2   Form 8985 is used to summarize and             partnership’s adjustment year return 
Who Must Sign Form 8985 .               . . . . 2   transmit Forms 8986, Partner's Share of        is, for purposes of Form 8985, the 
Where To Submit Form                                Adjustment(s) to Partnership-Related           extended due date of the AAR 
8985          . . . . . . . . . . . . . . . . . 2   Item(s), by an audited partnership,            partnership’s adjustment year return 
Due Dates .       . . . . . . . . . . . . . . . 2   administrative adjustment request (AAR)        regardless of whether the partnership is 
Pass-Through Partners That                          partnership, or pass-through partner.          required to file a return for the adjustment 
Make a Payment .              . . . . . . . . . 2   Form 8985 is also used to report payment       year or timely filed a request for an 
Pass-Through Partners That                          made and related calculations by a             extension.
Push Out Adjustments to                             pass-through partner.                          Extended due date of the audited 
                                                                                                   partnership’s adjustment year return 
Their Partners            . . . . . . . . . . . 3   Form 8985-V is used by a pass-through          is, for purposes of Form 8985, the 
Specific Instructions . . . . . . . . . . . . . 3   partner to submit a tax payment related to     extended due date of the audited 
Part I—Information About                            a BBA exam or BBA AAR.                         partnership’s adjustment year return 
Entity Submitting This                                                                             regardless of whether the partnership is 
Form          . . . . . . . . . . . . . . . . . 4
Part II—Information About                           Definitions                                    required to file a return for the adjustment 
the Audited Partnership                             AAR partnership is a BBA partnership           year or timely filed a request for an 
or the Partnership That                             (see below) which has filed an AAR under       extension.
Filed an AAR .            . . . . . . . . . . . 4   section 6227.                                  Finally determined. The partnership 
Part III—Information About                          AAR partnership’s adjustment year is           adjustment(s) become finally determined 
the Pass-Through Partner                            the partnership tax year that includes the     upon the expiration of the time to file a 
Submitting This Form                                date the AAR was filed with the IRS.           petition under section 6234 or, if a petition 
8985          . . . . . . . . . . . . . . . . . 4   Affected partner is a partner that held an     is filed under section 6234, the date when 
Signature       . . . . . . . . . . . . . . . . 4   interest in the pass-through partner entity    the court’s decision becomes final or the 
Part IV—Partners’ Total                             at any time during the tax year of the         date the closing agreement is entered into 
Reviewed Year Income,                               pass-through partner to which the              between the IRS and the partnership.
Gain, Loss, Deduction,                              adjustments in the statement relate.           First affected year is the partner’s tax 
Credits, and Other Items .              . . . . 5                                                  year that includes the end of the audited 
                                                    Audited partnership, for purposes of 
Part IV—Applicable                                  Form 8985, is a BBA partnership that           partnership’s reviewed year(s). Each 
Penalties .         . . . . . . . . . . . . . . 5                                                  reviewed year of an audited partnership 
Part V—Statements .           . . . . . . . . . 5   made the election under section 6226 to 
                                                    have its partners report their share of        should have a corresponding first affected 
Instructions for Form 8985-V (Tax                   adjustments to partnership-related items.      year for each partner.
Payment by a Pass-Through                                                                          Imputed underpayment (IU) is the 
Partner)      . . . . . . . . . . . . . . . . . 8   Audited partnership’s adjustment year 
Purpose of Form 8985-V .            . . . . . . 8   is the year that includes the date the court   amount determined under sections 6225, 
Specific Instructions for                           decision became final, if the partnership      6226, and 6227, and the regulations 
Form 8985-V .             . . . . . . . . . . . 8   petitioned the tax court. Otherwise, it is the thereunder.
Where To Submit Form                                year that includes the date the final          Partnership representative (PR) is the 
8985-V .          . . . . . . . . . . . . . . . 8   partnership adjustment (FPA) letter was        person designated by the partnership or 
Section references are to the Internal Revenue      mailed, the AAR was made, or the FPA           by the IRS under section 6223 and the 
Code unless otherwise noted.                        waiver was executed by the IRS.                regulations thereunder to act on behalf of 
                                                    Adjustments that do not result in an IU        a BBA partnership.
Future Developments                                 A partnership adjustment does not result       Pass-through partner is a pass-through 
For the latest information about                    in an imputed underpayment (IU) if the         entity that holds an interest, either directly 
developments related to Forms 8985 and              result of netting with respect to any          or indirectly, in a partnership. 
8985-V and their instructions, such as              grouping or subgrouping that includes the      Pass-through entities include 
legislation enacted after they were                 particular partnership adjustment is a net     partnerships, S corporations, trusts, and 
published, go to IRS.gov/Form8985.                  negative adjustment.                           decedents’ estates. For purposes of Form 
                                                    BBA AAR is an administrative adjustment        8985, a pass-through entity is not a wholly 
                                                    request filed by a BBA partnership.            owned entity disregarded as separate 
What’s New                                          BBA partnership is a partnership that is       from its owner for federal tax purposes or 
This revision of the Instructions for Form          subject to the centralized partnership audit   a trust that is wholly owned by only one 
8985 includes updates on electronic filing          regime that was enacted into law by            person.

Dec 09, 2021                                                Cat. No. 69666K



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Reporting year is the partner’s tax          result of an examination. If a BBA           adjustments to its partners or has 
year(s) that includes the date the audited   partnership makes a push out election,       adjustments that do not result in an IU 
partnership furnished the Forms 8986,        and the PR or DI for the reviewed year has   must include Forms 8985 and the related 
Partner’s Share of Adjustment(s) to          changed or you would like to make a          Forms 8986 with its AAR.
Partnership-Related Item(s), to its          change, submit Form 8979 by attaching it 
                                                                                          Pass-through partners.  Direct and 
partners.                                    to the push out election, Form 8988 (which 
                                                                                          indirect pass-through partners must 
Reviewed year is the audited                 must be submitted electronically). If the 
                                                                                          submit Form 8985 by the extended due 
partnership’s tax year to which the          PR or DI for the reviewed year changes 
                                                                                          date of the audited partnership’s 
partnership adjustment(s) relates.           between the time the push out election is 
                                                                                          adjustment year return (or the extended 
Reviewed year adjustments are                made and when the Form 8985 is 
                                                                                          due date of the AAR partnership’s 
adjustments originating from the             submitted, fax the Form 8979 separately 
                                                                                          adjustment year return). This date can be 
partnership’s reviewed year(s).              to 888-981-6982, and in Part V of the 
                                                                                          found in Part II, item F, of the Form 8986 
Reviewed year partner is any person          Form 8985 (which must be submitted 
                                                                                          that was received by the pass-through 
that held an interest in the audited         electronically) include a statement 
                                                                                          partner. Failure to submit by the due date 
partnership at any time during the           indicating that the PR or DI has changed 
                                                                                          may result in a penalty. A pass-through 
partnership’s reviewed year.                 and the date the Form 8979 was faxed.
                                                                                          partner can submit a corrected Form 8985 
                                             Where To Submit Form 8985                    and the related Forms 8986, if applicable, 
General Instructions                                                                      within 60 days of the due date for the 
                                             Audited partnerships and                     initially submitted forms without IRS 
Who Should Prepare Form 8985                 pass-through partners of audited part-       permission. If corrected Forms 8985 need 
The following persons or entities should     nerships. Section 6241(10) gives the IRS     to be submitted after the 60-day correction 
prepare Form 8985.                           authority to require electronic submission   period, the audited partnership must 
Audited partnerships that have made        of anything required to be filed or          contact the IRS for permission to submit.
an election under section 6226.              submitted under section 6226(a). Audited 
Direct or indirect pass-through partners   BBA partnerships and their pass-through      Pass-Through Partners That 
that receive a Form 8986 related to an       partners are required to submit Forms        Make a Payment
audited partnership, regardless of whether   8985 and 8986 electronically. From the       If a pass-through partner receives a Form 
they furnish statements to their partners or BBA website, IRS.gov/BBAPartnerships,        8986 as a result of an audited partnership, 
choose to pay in lieu of furnishing          search for “Electronic Submission of         it can take into account the adjustments 
statements to their partners.                Forms by Audited BBA Partnerships and        reflected in the Form 8986 by paying the 
Partnerships that file an AAR under        Their Pass-Through Partners” for steps       IU, including all applicable penalties and 
section 6227 and either elect to push out    required to submit electronically.           interest, and submitting Form 8985 by the 
the resulting adjustments to their partners 
or have adjustments that do not result in    AAR partnerships. AAR partnerships           extended due date of the audited 
an IU.                                       that are electing to push out adjustments    partnership’s adjustment year return. A 
Direct or indirect pass-through partners   to their partners or have adjustments that   pass-through partner that chooses to pay 
that receive a Form 8986 related to an       do not result in an IU must include Form     an IU should not issue related Forms 8986 
AAR partnership.                             8985 with their AAR along with Forms         to its partners, with one exception noted in 
                                             8986. The Forms 8985 and 8986 must be        the next paragraph, but should still 
Who Must Sign Form 8985                      filed with, and in the same manner as, the   complete Part IV of Form 8985.
If prepared by an audited partnership or     AAR.                                         If a pass-through partner receives a 
an AAR partnership, Form 8985 should be      Pass-through partners of an AAR part-        Form 8986 as a result of an AAR 
signed by the authorized PR or DI for the    nership. Pass-through partners of an         partnership, it can take into account the 
reviewed tax year. If prepared by a          AAR partnership must submit Form 8985        adjustments reflected in the Form 8986 by 
pass-through partner, Form 8985 should       to the IRS by fax at 888-981-6982, with or   paying the IU, including all applicable 
be signed by an individual who has the       without Forms 8986, as applicable.           penalties and interest, and submitting 
authority to sign the partner’s information                                               Form 8985 by the extended due date of 
return. If the pass-through partner is a     Due Dates                                    the AAR partnership’s adjustment year 
BBA partnership, this should be signed by    Audited partnerships. An audited             return. However, adjustments that do not 
the pass-through partner’s PR or DI for the  partnership that has made an election        result in an IU shown on the Form 8986 
first affected year.                         under section 6226 must submit Form          that are related to an AAR must be pushed 
Special instructions for pass-through        8985 and the related Forms 8986 to the       out.
partners. If the PR or DI shown on the       IRS no later than 60 days after the date on  In Part III, item F, the appropriate box 
pass-through partner's first affected year   which the partnership adjustments are        must be checked and payment information 
tax return has changed or you would like     finally determined. Failure to submit Forms  must be reflected. In Part V, include a 
to make a change, submit a Form 8979         8986 by the due date results in the audited  statement or statements showing how the 
authorizing the change. If the Form 8985     partnership being liable for the IU.         IU, penalties, and interest were figured. 
you are submitting is related to an AAR      An audited partnership can submit            See below for how to figure these 
filing, the Form 8979 should be included     corrected Forms 8985 and the related         amounts.
with the Form 8985. However, if the Form     corrected Forms 8986 within 60 days of       Pass-through partner’s calculation of 
8985 is related to a BBA audit, fax the      the due date for the initially submitted     the IU.  If a pass-through partner chooses 
Form 8979 separately to 888-981-6982,        forms without IRS permission. If corrected   to make a payment rather than push out 
and in Part V of the Form 8985 (which        statements need to be submitted after the    the adjustments to its partners, payment is 
must be submitted electronically) include    60-day correction period, the audited        figured in the same manner as an IU is 
a statement indicating that the PR or DI     partnership must contact the IRS for         figured under Regulations section 
has changed and the date the Form 8979       permission to submit.                        301.6225-1 by treating all the adjustments 
was faxed.
                                             AAR partnerships. An AAR partnership         reflected on the Form 8986 received by 
Special instructions for a BBA partner-      that either elects to push out the resulting the pass-through partner as partnership 
ship making a push out election as a                                                      adjustments for the first affected year of 

                                                          -2-                             Instructions for Form 8985 (Rev. 12-2021)



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the pass-through partner. Any                  extended due date of MJ’s 2023 return is        However you choose to pay, identify 
modifications approved by the IRS with         September 15, 2024.                           your payment by checking the appropriate 
respect to an audited partnership involving    M takes into account her share of the         box on Form 8985-V.
partners of the pass-through partner           adjustments reflected on the Form 8986        Payment submitted by a pass-through 
(which are indirect partners of the audited    furnished by MJ on her reporting year         partner due to an audited partnership 
partnership) should be taken into account      2023 individual tax return.                   should be identified as “BBA exam push 
in this calculation. Adjustments that do not                                                 out.”
result in an IU are taken into account by      J’s first affected year return was due on       Payment submitted by a pass-through 
                                                                                             
the pass-through partner in the tax year       March 15, 2021. J did not file for an         partner due to an AAR partnership should 
that includes the date of payment.             extension. Assume the short-term federal      be identified as “BBA AAR push out.”
However, adjustments that do not result in     interest rate from March 15, 2021, to April 
an IU shown on the Form 8986 that are          1, 2024, is 2.5%. J adds 5% (3% from          Pass-Through Partners That 
related to an AAR must be pushed out. A        section 6621; 2% from section 6226) to        Push Out Adjustments to Their 
detailed calculation must be included in       this rate to obtain 7.5% as its applicable 
Part V of the Form 8985 filed with the IRS.    interest rate which is compounded daily.      Partners
Pass-through partners of an AAR                Also assume that the highest income tax       If a pass-through partner pushes out the 
partnership cannot include modifications       rate for a U.S. person as of December 31,     adjustment(s) to its partners, it must push 
in the calculation.                            2020, is 37%. On April 1, 2024, J decides     out all of the adjustment(s). The 
                                               to account for the adjustments by paying      appropriate box must be checked in Part 
Pass-through partner’s calculation of          an IU and submitting the Form 8985 to the     III, item F, of Form 8985. It must also 
penalties and interest. Pass-through           IRS. J determines that because the IU         provide Forms 8986 to its partners and to 
partners that make a payment must figure       exceeds the threshold amount in section       the IRS by the extended due date of the 
and pay applicable penalties on the            6662(d), the penalty must be included in      audited partnership’s (or AAR 
amounts due, treating such amounts as          its payment. On Form 8985, J checks           partnership’s) adjustment year return. The 
IUs for the pass-through partner’s first       box 1 in Part III, item F, figures an IU, and push out package submitted to the IRS 
affected year. To find out which penalties     includes a statement with the calculation     should include the summary Form 8985 
apply, pass-through partners should refer      details in Part V. J figures the IU, related  and all related Forms 8986 that were 
to the penalty sections of Part V of the       penalty, and interest from March 15, 2021,    provided to the partners. See the 
Form 8986 that they received.                  as shown in the following table.              Instructions for Form 8986.
Pass-through partners that make a 
                                                                                             Note.  The following do not apply to 
payment must pay interest on the IU            Example Calculation of Amount 
                                                                                             partnerships and pass-through partners 
(including all applicable penalties) as if the Due, Penalty, and Interest by                 submitting Form 8985 as part of an AAR.
IU was due on the due date of the first 
affected year. Interest is figured from the    Pass-Through Partner                          The audit control number and tracking 
due date of the pass-through partner’s                                                       number fields.
return for the first affected tax year and is  Total adjustments net of          $100,000    Modifications in Part IV of Form 8985.
                                               modifications
compounded daily until it is paid. The 
interest on the penalties is also figured      Multiplied by highest                 37%     Specific Instructions
                                               income tax rate in effect 
from the same due date unless the              on 12/31/2020                                 Original or corrected. At the top of Form 
pass-through partner filed for an extension    Equals IU (additional             $37,000     8985, check the appropriate box to 
in the first affected year, in which case it   tax)                                          indicate if the form is an original or 
should be figured from that date. The          Multiplied by penalty                 20%     corrected. A corrected Form 8985 must be 
interest is figured at the underpayment        rate under section 6662                       submitted if a corrected Form 8986 
rate under section 6621(a)(2), but             Equals penalty on IU                  $7,400  impacts the sum of the total adjustments 
substituting “five percentage points” for      Total IU and penalty              $44,400     of all Forms 8986.
“three percentage points.” Pass-through 
partners that are making a payment as          Interest at 7.5% from             $11,408     Withholding for foreign partners.       An 
                                               03/15/2021 to                                 audited partnership or an AAR partnership 
part of an AAR should use the rate under       04/1/2024 on total IU                         may have withholding and reporting 
section 6621(a)(2) without making this         and penalty
                                                                                             obligations if it furnishes a Form 8986 to a 
substitution.                                  Total amount due                  $55,808     reviewed year partner that includes an 
Example calculation of amount due,                                                           adjustment subject to withholding under 
penalty, and interest by pass-through          J makes a payment of $55,808 
partner. On October 12, 2023, MJ, an           electronically at IRS.gov and obtains a       chapter 3 (Withholding of Tax on 
audited partnership, timely furnishes          confirmation number which it enters in the    Nonresident Aliens and Foreign 
Forms 8986 to its partners and submits         space provided in Part III, item F, of Form   Corporations) or chapter 4 (Taxes to 
them to the IRS. The Forms 8986 reflect        8985, along with the amount of additional     Enforce Reporting on Certain Foreign 
the partners’ share of partnership             tax, penalties, and interest. Since J has     Accounts). See the Instructions for Form 
adjustments as finally determined in the       accounted for its share of the audit          8986 for more information.
FPA it received from the IRS for reviewed      adjustments by making a payment and           Incoming tracking number and outgo-
year ending December 31, 2020. The             submitting Form 8985, it does not have to     ing tracking number. These fields are to 
Forms 8986 sent to partners M (an              issue Forms 8986 to its partners.             be filled out by an audited BBA 
individual) and J (a partnership) each         Payments by pass-through partners.            partnership or a pass-through partner of 
reflect a partnership adjustment of            Go to IRS.gov/Payments for payment            an audited partnership. These fields do 
$100,000 to ordinary income. The               options. If submitting a check or money       not apply to AAR partnerships or 
statements also indicate that the              order, use Form 8985-V. See the               pass-through partners of AAR 
substantial understatement penalty under       instructions for Form 8985-V at the end of    partnerships. The incoming tracking 
section 6662(d) applies and no                 these instructions.                           number is completed by a pass-through 
modifications were approved. The                                                             partner of an audited BBA partnership only 
                                                                                             and is the tracking number shown on the 
                                                                                             Form 8986 received by the pass-through 

Instructions for Form 8985 (Rev. 12-2021)                            -3-



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partner. The outgoing tracking number         enter 1 of X, with X being the total number   Item E—Enter the tax identification 
needs to be completed by an audited           of batches submitted for the outgoing         number of the entity that issued the Form 
partnership or a pass-through partner of      tracking number shown at the top of the       8986 to the pass-through partner, if 
an audited BBA partnership that is issuing    form. In the second batch submitted, do       different from the audited partnership or 
Forms 8986 to its partners/owners. A          not check box D; enter 2 of X in box E, and   AAR partnership in Part II.
unique outgoing tracking number must be       so forth for all subsequent batches. Each     Item F—Indicate if the pass-through 
obtained for each push out package            batch must have the same outgoing             partner is making a payment or issuing 
submitted by an audited BBA partnership       tracking number (and incoming tracking        Forms 8986 to its partners by checking the 
or pass-through partner of an audited BBA     number, if applicable).                       appropriate box 1 or 2. If the pass-through 
partnership. From the BBA website,                                                          partner is making a payment, a statement 
IRS.gov/BBAPartnerships, search for           Part II—Information About the                 must be included in Part V with a detailed 
“Electronic Submission of Forms by            Audited Partnership or the                    calculation of the IU plus any applicable 
Audited BBA Partnerships and Their            Partnership That Filed an AAR                 penalties and interest. An IU calculation is 
Pass-Through Partners” for instructions on    Item A—On lines 1–6, enter the name and       not needed if pushing out all the 
how to obtain an outgoing tracking            address of the partnership. In the state      adjustments. If paying electronically, 
number.                                       field, enter the two-letter abbreviation for  check box 3 and enter the electronic 
Audit control number.  Enter the audit        the U.S. state or the full name of the        payment confirmation number in the 
control number that is provided on            foreign province. U.S. partnerships leave     space provided. If paying by check or 
correspondence with the IRS.                  the country code field blank. Foreign         money order, check box 4 and enter the 
Pass-through partners can locate this         partnerships enter the country code found     check number in the space provided.
number at the top of the Form 8986 they       at Foreign Country Codes.                     Signature
received. AAR partnerships, including         Item B—On lines 1–7, enter the name, 
pass-through partners of an AAR               address, city, state, ZIP code, and phone     Non-electronically submitted forms.         If 
partnership, should leave this field blank.   number of the PR. If the PR is an entity,     the form is prepared by an audited 
                                              provide the name, address, city, state, ZIP   partnership or an AAR partnership, the 
Part I—Information About                      code, and phone number of the DI instead      authorized PR or DI for the reviewed year 
Entity Submitting This Form                   of the information about the PR.              should sign and date Form 8985. If the 
Item A—Indicate which entity is issuing       Item C—Enter the partnership’s tax            form is prepared by a pass-through 
this form by checking the appropriate box.    identification number.                        partner, it should be signed and dated by 
Item B—Check the box that corresponds         Item D—Enter the tax year end date of the     an individual who has the authority to sign 
to the type of return normally filed by the   reviewed year of the partnership. Each        the tax return. If the pass-through partner 
entity issuing this form. If Other, also      reviewed year should have a separate          is a BBA partnership, it should be signed 
indicate the type of return filed on the line Form 8985. This form must be completed        by its PR or DI for the first affected year.
provided.                                     for reviewed years that have adjustments      Electronically submitted forms.     For 
Item C—Enter the number of Forms 8986         related to an audit or an AAR.                audited BBA partnerships and 
that are associated with only this Form       Item E—Enter the partnership’s                pass-through partners of audited BBA 
8985. Pass-through partners of an audited     adjustment year ending date.                  partnerships that electronically submit 
BBA partnership that choose to make a         Item F—Enter the extended due date of         forms, the PR or DI for the first affected 
payment instead of issuing Forms 8986         the partnership’s adjustment year tax         year e-sign the form by entering their 
must enter a zero in this box.                return, regardless of whether the             5-digit PIN in the signature block. The 
Items D and E—These fields are to be          partnership has filed for an extension. For   5-digit PIN is the number that is 
filled out only by an audited BBA             AAR partnerships, this will be the            self-selected during the Transmitter 
partnership or a pass-through partner of      extended due date of the tax year the AAR     Control Code (TCC) application step as 
an audited BBA partnership. Generally,        was filed.                                    described in the multi-step process for 
box D should be checked, and you should       Item G—Enter the date the partnership         electronic submission as described on the 
enter 1 of 1 in box E.                        furnished the Forms 8986 to its partners.     BBA website, IRS.gov/BBAPartnerships.
Note. Pass-through partners of an             Part III—Information About the                Name of person signing form.         The 
audited BBA partnership that make a           Pass-Through Partner                          typed name of the person signing the form 
payment instead of issuing Forms 8986         Submitting This Form 8985                     must exactly match the name entered 
                                                                                            during the TCC application step for 
will not need to include any Forms 8986.      Item A—On lines 1–6, enter the                electronic submission. For example, if the 
They should also check box D and enter 1      pass-through partner’s name and               name entered during the TCC application 
of 1 in box E.                                address. In the state field, enter the        step is John T. Smith, the typed name on 
Special instructions for audited BBA          two-letter abbreviation for the U.S. state or the form must be John T. Smith, not John 
partnerships or pass-through partners         the full name of the foreign province. U.S.   Smith, JT Smith, etc.
of audited BBA partnerships with more         partnerships leave the country code field 
than 500 partners submitting push out         blank. Foreign partnerships enter the         Title & Date. Enter your title and the 
Forms 8985 and 8986 (batched sub-             country code found at Foreign Country         date the form is being signed.
mission). There is a limitation regarding     Codes.
the size of files that can be filed           Item B—Enter the pass-through partner’s       Telephone number.    Enter a daytime 
electronically in a single submission. If the tax identification number.                    telephone number.
submission exceeds that size, the             Item C—Enter the pass-through partner’s       Name of entity partnership 
submission must be split into multiple        tax year end to which the adjustments         representative (if applicable).   If the PR 
batches. In this situation, each batch of     relate.                                       is an entity, enter the entity name.
Forms 8986 must have an associated            Item D—Enter the name of the entity that 
Form 8985. The Form 8985 included in          issued the Form 8986 to the pass-through      Balance sheet adjustments.    Any 
the first batch will be considered the        partner, if different from the audited        adjustments to balance sheet items 
summary Form 8985, and for this Form          partnership or AAR partnership in Part II.    (including changes to the type of a liability 
                                                                                            between recourse and nonrecourse) 
8985, box D should be checked. In box E, 

                                                         -4-                               Instructions for Form 8985 (Rev. 12-2021)



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made as a result of a BBA audit should be      Column (g), Approved modifications         Part IV—Applicable Penalties
shown in a separate statement in Part V        Enter the total modifications approved by    The applicability of penalties is 
using a per-return, adjustment, and            the IRS with respect to the item adjusted.   determined at the audited partnership or 
corrected amount format.                       Modifications related to the filing of an    AAR partnership level. In the penalties 
                                               AAR should not be shown in this column.      section of Part IV, enter the penalty code 
Part IV—Partners’ Total                        With respect to Schedule K-3, do not enter   sections, descriptions, rates, adjustment 
Reviewed Year Income, Gain,                    an amount in this column.                    line numbers, and total adjustment amount 
Loss, Deduction, Credits, and                  Column (h), Net (column (f) minus            to which the penalty applies.
                                               column (g))—Enter the amount in column 
Other Items
                                               (f) less the amount in column (g). This is   Part V—Statements
Note. Adjustments that increase a              the reviewed year adjustments net of         The purpose of this part is to provide 
Schedule K-1 (Form 1065) item as               approved modifications. With respect to      additional space to add statements where 
originally reported, or as corrected, must     Schedule K-3, do not enter an amount in      needed. In general, if a statement was 
be shown as positive numbers.                  this column.                                 included to support the original 
Adjustments that decrease Schedule K-1 
(Form 1065) items should be shown as           Loans and other items recharacterized        Schedule K, the same statement should 
negative numbers.                              as distributions to partners. If a           be shown here if any item on that 
 Part IV should include summary figures        reviewed year adjustment has been made       statement changed as a result of the audit. 
of the total amounts of the Forms 8986         to change a partner loan or other item to a  This part can also be used by 
that are related to this Form 8985. For        partner distribution, this adjustment should pass-through partners that choose to 
audited partnerships and AAR                   be reported with the column (a) line         calculate and pay an IU, and for 
partnerships, this part should include the     number that corresponds to the               adjustments that do not have a 
sum of all adjustments included in the         Schedule K-1 “Distributions” category and    corresponding Schedule K-1 line number.
Forms 8986 sent to the partners. For           with column (c) code A for cash              Column (a), Line no./code—List the 
pass-through partners, the amounts in this     distributions if the partner received money  corresponding Schedule K-1, Part IV, 
part should equal the amounts shown on         and as a code C if the partner received      column (a), line number and column (c) 
the Form 8986 that was received by the         property other than money.                   code (if applicable) for each item for which 
                                                                                            a statement is included.
pass-through partner. For columns (a)–(c),     Disguised sale adjustments.                  Column (b), Statement—Include a 
refer to the relevant Schedule K-1 and         Distributions to a partner that were         detailed explanation of the amount(s) or 
instructions. See below for special            changed as part of an audit proceeding to    calculation(s) that corresponds to the item 
instructions for changes to Schedules K-2      disguised sale proceeds under section        in column (a).
and K-3 (Form 1065). For each item that        707 should be reported with the column 
was adjusted, enter the following.             (a) line number that corresponds to the        Supporting schedules and statements 
Column (a), Line number—The                    Schedule K-1, Other category, and with       should be in a format that shows the 
Schedule K-1 line number that was              column (c) code DS. The partnership          original amount, the net change, and the 
adjusted. If you have changes to               should also include a statement in Part V    correct amount for each item listed in the 
Schedule K-3, enter “K3” (no dash).            describing the asset that was sold, the      statement. If any column (b) statements 
Column (b), Line title—The title of the        proceeds, and the tax basis of the asset at  exceed the space allowable in one box, 
Schedule K-1 item that was adjusted. For       the time of the contribution.                continue in the next box with the same 
adjustments to Schedule K-3 (Form 1065),                                                    information in column (a).
enter the part, section (if applicable), line, Note. If the adjustments cannot be fully 
and column reference.                          reflected in Part VI, fax a separate           This Part V should also be used if a 
Column (c), Code—Enter the code                statement(s), and enter a note in Part VI    pass-through partner is choosing to figure 
letters listed in the Schedule K-1             indicating that you have faxed the           and pay an IU. Pass-through partners that 
instructions that correspond to the line       statement(s) to 888-981-6982                 are choosing to pay an IU should enter 
number shown in column (a). For                                                             “Part III F” in column (a) and a detailed 
adjustments to Schedule K-3, if                Special instructions for changes to          calculation in column (b). For a change to 
applicable, enter the country code. See        Schedules K-2 and K-3.    The Form 8985      liabilities or other balance sheet items, 
the Schedule K-3 instructions. If no           is a summary of all adjustments on the       enter "Part IV F" in the line number field of 
specific code applies, enter “NA.”             related Forms 8986. This is similar to       Part V of the Form 8985 (statements 
Column (d), As reported—Enter the              Schedule K-2 with respect to the related     section) and attach a statement describing 
original aggregate amount reported to the      Schedules K-3. Adjustments to the            the original amounts reported, 
partners on their Schedules K-1 or as          Schedule K-2 should be reflected on Form     adjustments, and corrected aggregate 
previously corrected by the partnership.       8985 and to the Schedule K-3 on Form         balance sheet items. For a change to 
With respect to Schedule K-3, do not enter     8986.                                        capital accounts, enter "Part IV G" in Part 
an amount in this column.                      See the Instructions for the Form 8986       V and attach a statement describing the 
Column (e), Check if statement in Part         for examples of how Schedule K-3             aggregate original amounts reported, 
V—Check the box in this column if the          adjustments should be reported. The          adjustments, and corrected amounts.
item shown in column (a) has a                 related Schedule K-2 (summary of             Statements that need to be sent sepa-
corresponding statement in Part V. For         Schedule K-3) adjustments should be          rately by fax. Adjustments that cannot be 
adjustments to Schedule K-3, enter an          reported in the same manner on the Form      fully reflected in Part V can be faxed 
explanation of the adjustment on Part V of     8985.                                        separately to 888-981-6982. All faxed 
Form 8985 with reference to the entry on       Note. If the adjustments cannot be fully     statements to be associated with Forms 
Part IV, column (b).                           reflected in Part V, fax a separate          8985 and 8986 should have the following 
Column (f), Reviewed year                      statement(s), and enter a note in Part V     information at the top of the statement.
adjustments as finally determined            indicating that you have faxed the           Form number the statement relates to 
Enter the total reviewed year adjustments      statement(s) to 888-981-6982.                (8985 or 8986).
corresponding to the line item in column                                                    Submitting entity name.
(a). With respect to Schedule K-3, do not                                                   Partner's tax identification number (if 
enter an amount in this column.                                                             related to a Form 8986).

Instructions for Form 8985 (Rev. 12-2021)                   -5-



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Tax year (should be the same as the        in Part V of the Form 8985. These figures         qualified items of income, gain, deduction, 
year on Form 8985/8986, Part II, item D).    should reflect the aggregate amount of            and loss and W-2 wages allocable to 
Audit control number (if applicable).      section 199A items reported separately to         qualified payments. Section 199A(g) 
All changes should be reported in the        the partners on Forms 8986.                       deductions are reported as a cumulative 
“Description, Line Number, Amount                                                              amount and not per qualified trade or 
Reported, Adjustments, and As                Note.       Section 199A dividends are            business. These should only be included 
Corrected” format.                           reported as a cumulative amount and not           once in the first statement of adjustments 
                                             per qualified trade or business. These            to items allocable to qualified payments 
Statements related to section 199A in-       should only be included once in the first         attached to Form 8985, regardless of how 
formation.                                   section 199A statement attached to Form           many statements may be necessary.
                                             8985, regardless of how many statements 
Note. If the adjustments cannot be fully 
                                             may be necessary.
reflected in Part V, fax a separate                                                            Examples
statement to 888-981-6982.                          Each trade or business should indicate     Example 1—Push out of section 
                                             if it is a publicly traded partnership (PTP), 
  Adjustments that increase or decrease                                                        199A-related audit adjustments. 
                                             aggregated, or specified service trade or 
section 199A information reported to the                                                       Assume partnership ABC has one trade or 
                                             business (SSTB). See the Instructions for 
partners must be shown in a separate                                                           business that is an SSTB and is not a 
                                             Schedule K-1 (Form 1065) or the 
statement for each trade or business or                                                        patron in a specified agricultural or 
                                             Instructions for Schedule K-1 (Form 
each aggregated trade or business.                                                             horticultural cooperative. On its filed 
                                             1120-S).
Partnerships may aggregate trades or                                                           return, partnership ABC reported the items 
businesses for purposes of computing                If the partnership is a patron of a        shown in Example 1. Section 199A 
QBI, UBIA, and W-2 wages. The choice to      specified agricultural or horticultural           Related Amounts Generated by the 
aggregate must be made on an originally      cooperative, the partnership must also            Partnership as a summary of all the 
filed tax return. See below for an example   include a statement for each trade or             section 199A related amounts generated 
of the information that should be included   business identifying the adjustment(s) to         by the partnership.

Example 1. Section 199A Related Amounts Generated by the Partnership

EIN:                                                                            PTP
                                                                                Aggregated
                                                                              ■ SSTB
Summary of section 199A items before audit adjustments:
QBI or qualified PTP items subject to partner-specific determinations:
                                             Ordinary business income (loss)                                             $400,000
                                                         Rental income (loss)                                            $20,000
                                                         Royalty income (loss)
                                                    Section 1231 gain (loss)                                             $100,000
                                                         Other deductions                                                $160,000
W-2 wages                                                                                                                $100,000
UBIA of qualified property                                                                                               $120,000
Section 199A dividends                                                                                                   $10,000
  Assume the adjustments per audit           Assume that all of the adjustments are            include in Part V of the Form 8985 the 
increased ordinary income by $20,000         determined to be qualified items of               information shown in Example 1. Part V of 
and royalty income by $10,000, and           income, gain, deduction, and loss at the          Form 8985.
decreased other deductions by $40,000.       partnership level. Partnership ABC should 

Example 1. Part V of Form 8985

EIN:                                         As Reported                       Net Adjustments           As Corrected
Summary of section 199A items before          PTP                                                         PTP
audit                                         Aggregated                                                  Aggregated
adjustments:                                 ■ SSTB                                                      ■ SSTB
QBI or qualified PTP items subject to 
partner-specific determinations:
           Ordinary business income (loss)                            $400,000                 $20,000                   $420,000
                       Rental income (loss)                           $20,000                                            $20,000
                       Royalty income (loss)                                                   $10,000                   $10,000
                   Section 1231 gain (loss)                           $100,000                                           $100,000
                           Other deductions                           $160,000                 ($40,000)                 $120,000
W-2 wages                                                             $100,000                                           $100,000

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UBIA of qualified property                                              $120,000                                                 $120,000
Section 199A dividends                                                  $10,000                                                  $10,000
  Example 2—Pass-through partner’s                 partner received the adjustments shown in Form 8986 that showed its share of 
calculation of IU from Form 8986                   Example 2. Part V of Form 8986 on a       adjustments from an audit.
received. Assume a pass-through 

Example 2. Part V of Form 8986

(a)       (b)                            (c)       (d)                     (e)       (f)
 Line     Line title                     Code*     As reported             Check If  Reviewed year adjustments as 
number                                                                     statement finally determined
                                                                           in Part VI
1         Ordinary Income—Increase                              $ 50,000                                                         $100,000
13        Other Deductions—Decrease                             $100,000                                                         –$50,000
9a        Long-Term Capital                                     $25,000                                                          –$20,000
          Gains—Decrease
15        Line 15a, LIH Credit—Decrease                         $3,000                                                           –$2,000
15        Line 15e, Rental                                              $0                                                       $1,000
          Credits—Increase
  The pass-through partner should figure           Example 2. Worksheet for Pass-Through 
an IU for these adjustments as shown in            Partner IU Calculation.

Example 2. Worksheet for Pass-Through Partner IU Calculation

Adjustments by Subgroup                Description                         Positive                          Adjustments
                                                                           Adjustments                       that did not
                                                                                                             result in an IU
Ordinary Income, Schedule K-1, Line 1  Increase to Income                                    $100,000
Other Deductions, Line 13              Decrease to Other Deductions                          $50,000
Long-Term Capital Gains,               Decrease to Long-Term Capital Gains                                                       –$20,000
Schedule K-1, Line 9a
Adjustments Before Credits                                                                   $150,000
Applicable Tax Rate                                                                                    37%

IU amount before credits                                                                     $55,500
Low Inc. Housing Credit, Schedule K-1,  Decrease to LIH Credits                                        $2,000
Line 15a
Other Rental Credits, Schedule K-1,    Increase to Other Rental Credits                                                          –$1,000
Line 15e
Total Adjustments to Credits                                                                           $2,000
Adjustments to Creditable Expenditures                                                                 $0
IU                                                                                           $57,500
Note. For the purposes of the Forms                should report amounts that did not result adjustments should be reported. The 
8985 and 8986, increases and                       in an IU.                                 related Schedule K-2 (summary of 
(decreases) to the item as reported are                                                      Schedules K-3) adjustments should be 
reflected as increases or (decreases) on           Special Instructions for                  reported in the same manner on Form 
the form. However, for the purposes of the         Changes to Schedule K-2 or                8985.
IU calculation, an adjustment is shown as          Schedule K-3 (Form 1065)
                                                                                             Note.     If the adjustments cannot be fully 
a positive amount if it would increase the         Form 8985 is a summary of all             reflected in Part V, fax a separate 
income tax of any taxpayer, and as a               adjustments on the related Forms 8986.    statement(s), and enter a note in Part V 
negative or an amount that not did not             This is similar to Schedule K-2 with      indicating that you have faxed the 
result in an IU if it decreases tax. Any           respect to the related Schedules K-3.     statement(s) to 888-981-6982.
adjustment to a balance sheet item is              Adjustments to Schedule K-2 should be 
treated as a positive adjustment. Also note        reflected on Form 8985 and adjustments 
that separate Schedule K-1 line items are          to Schedule K-3 should be reflected on 
in separate subgroups that should not be           Form 8986.
netted for the purposes of the calculation. 
See above for how pass-through partners            See the Instructions for the Form 8986 
                                                   for examples of how Schedule K-3 

Instructions for Form 8985 (Rev. 12-2021)                                  -7-



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                                           Name of pass-through partner—Enter            out the Internal Revenue laws of the 
Instructions for Form                      the name shown on Form 8985, Part III,        United States. You are required to give us 
8985-V (Tax Payment by a                   item A.                                       the information. We need it to ensure that 
                                           Pass-through partner’s applicable tax         you are complying with these laws and to 
Pass-Through Partner)                      year ending date—Enter the date shown         allow us to figure and collect the right 
Purpose of Form 8985-V                     on Form 8985, Part III, item C.               amount of tax.
                                           Audit control number—Enter the 
Form 8985-V should be included with a      number, if any, shown at the top of Form      You are not required to provide the 
check or money order submitted as          8985.                                         information requested on a form that is 
payment made by a direct or indirect       Partner’s TIN—Enter the partner’s tax         subject to the Paperwork Reduction Act 
pass-through partner of an audited         identification number from Form 8985,         unless the form displays a valid OMB 
partnership or an AAR partnership.         Part III, item B.                             control number. Books or records relating 
Specific Instructions for Form             Type of return filed—Check the box that       to a form or its instructions must be 
                                           corresponds to the box that is checked in     retained as long as their contents may 
8985-V                                     Part I, item B, of Form 8985.                 become material in the administration of 
Type of payment—Check the                  Address, city, state, ZIP code, and           any Internal Revenue law. Generally, tax 
appropriate box in the upper left of Form  foreign country—Enter the information         returns and return information are 
8985-V to indicate the type of payment     shown on Form 8985, Part III, item A.         confidential, as required by section 6103.
being made. This information can be        Partner’s representative—Enter the 
found in Part I, item A, of Form 8985. If  name and phone number of the individual       The time needed to complete and file 
box 2 of Form 8985, Part I, item A, is     who signed Form 8985.                         this form will vary depending on individual 
checked, select “BBA exam push out.” If                                                  circumstances. The estimated burden for 
box 4 is checked, select “BBA AAR push     Where To Submit Form 8985-V                   business taxpayers filing this form is 
out.”                                      Mail Form 8985-V along with your check        approved under OMB control number 
Payment due date—Enter the date            or money order to:                            1545-0123 and is included in the 
shown in the corresponding Form 8985,                                                    estimates shown in the instructions for 
Part II, item F.                           Department of the Treasury                    their business income tax return.
Imputed underpayment, penalties, and       Internal Revenue Service
interest—Enter the amounts shown on        Ogden, UT 84201-0011                          If you have comments concerning the 
the Form 8985, Part III, item F, for                                                     accuracy of these time estimates or 
additional tax, penalties, and interest.   Checks and money orders should be             suggestions for making this form simpler, 
Amount you are paying—Enter the total      made payable to “United States Treasury.”     we would be happy to hear from you. See 
that you are paying of the additional tax,                                               the instructions for the tax return with 
penalties, and interest from Form 8985,    Paperwork Reduction Act Notice. We            which this form is filed.
Part III, item F.                          ask for the information on this form to carry 

                                                              -8-                    Instructions for Form 8985 (Rev. 12-2021)






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