Instructions for Forms 8804,

Instructions for Forms 8804,

8805, and 8813

(Rev. January 2026)

(Use with the December 2025 revision of Form 8804, the November 2019 revision of

Form 8805, and the December 2008 revision of Form 8813.)

Section references are to the Internal Revenue Code

unless otherwise noted.

Future Developments

For the latest information about developments related to

Form 8804, Annual Return for Partnership Withholding Tax

(Section 1446); Form 8805, Foreign Partner’s Information

Statement of Section 1446 Withholding Tax; Form 8813,

Partnership Withholding Tax Payment Voucher (Section

1446); and their instructions, such as legislation enacted

after they were published, go to IRS.gov/Form8804,

IRS.gov/Form8805, and IRS.gov/Form8813, respectively.

What’s New

Penalties. We removed the threshold amounts for

penalties throughout these instructions because this

amount is adjusted annually for inflation. For the annual

adjusted inflation amount:

1. Go to IRS.gov/InflationAdjustment,

2. Click on the link for the IRS tax inflation adjustments

for your tax year, and

3. Click on the revenue procedure for the tax year.

Direct deposit and electronic payment. If you have

access to U.S. banking services or electronic payment

systems, you should use direct deposit for any refunds.

The IRS also recommends paying electronically whenever

possible. Go to IRS.gov/Payments to see all your payment

options.

New lines on Form 8804. Line 14 has been expanded

by adding lines 14b, 14c, and 14d for direct deposit

information.

Reminders

Continuous-use revision. Use these instructions in

conjunction with the most current revision of Forms 8804,

8805, and 8813 for tax years beginning in 2025 and all

subsequent years until a superseding revision is issued.

Partnerships with ECTI may use EFTPS. A partnership

(or withholding agent) may transmit withheld amounts

through the Electronic Federal Tax Payment System

(EFTPS) or by submitting a check or money order with

Form 8813 or Form 8804. Regardless of the payment

method used, Forms 8804 and 8805 must still be filed

(and 8813, as applicable). For additional information

about EFTPS, refer to Pub. 4900. For additional payment

options, go to IRS.gov/Payment.

Dec 3, 2025

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General Instructions

Purpose of Forms

Use Forms 8804, 8805, and 8813 to pay and report

section 1446 withholding tax based on effectively

connected taxable income (ECTI) allocable to foreign

partners (as defined in section 1446(e)).

Use Form 8804 to report the total liability under section

1446 for the partnership’s tax year. Form 8804 is also a

transmittal form for Form(s) 8805.

Use Form 8805 to show the amount of ECTI and the

total tax credit allocable to the foreign partner for the

partnership’s tax year.

File a separate Form 8805 for each foreign partner. See

Reporting to Partners and the instructions for Line 8b of

Form 8805, later, to determine when Form 8805 is

required even if no section 1446 withholding tax was paid.

Attach Copy A of each Form 8805 to the Form 8804 filed

with the IRS.

Foreign partners must attach Form 8805 to their U.S.

income tax returns to claim a withholding credit for their

shares of the section 1446 tax withheld by the partnership.

Any U.S. person erroneously subjected to the withholding

tax would also receive Form 8805 from a partnership, and

the Form 8805 should be attached to the U.S. person’s

income tax return to claim a withholding credit. A

partnership that receives a Form 8805 from a lower-tier

partnership should see Tiered Partnerships, later.

Form 8805 can also be completed, in some cases, by a

foreign trust or estate. A foreign partner that is a foreign

trust or estate must complete Schedule T of Form 8805 to

report to the trust’s or estate’s beneficiaries the section

1446 withholding tax that can be claimed as a withholding

tax credit on the beneficiaries’ income tax returns. See

Schedule T—Beneficiary Information, later.

Use Form 8813 to pay the withholding tax under

section 1446 to the United States Treasury. Form 8813

must accompany each payment of section 1446 tax made

during the partnership’s tax year.

Instructions for Forms 8804, 8805, and 8813 (Rev. 1-2026) Catalog Number 10393W

Department of the Treasury Internal Revenue Service www.irs.gov

A paid preparer may sign original or amended returns

by rubber stamp, mechanical device, or computer

software program.

Note: Payments related to Forms 8804 and 8813 may be

transmitted through EFTPS, instead of submitting a check

or money order. If using EFTPS, Forms 8804 and 8805

must still be filed (and 8813, as applicable). For more

information on EFTPS, go to EFTPS.gov.

When To File

Taxpayer Identification Number (TIN)

Forms 8804 and 8805

To ensure proper crediting of the withholding tax when

reporting to the IRS, a partnership must provide a U.S. TIN

for each foreign partner. The partnership should notify any

of its foreign partners without such a number of the

necessity of obtaining a U.S. TIN. An individual’s TIN is

the individual’s social security number (SSN) or individual

taxpayer identification number (ITIN). Certain individuals

who don’t have and aren’t eligible to get an SSN can apply

for an ITIN on Form W-7, Application for IRS Individual

Taxpayer Identification Number. The application is

available at IRS.gov/ITIN. The TIN for a partner other than

an individual is its U.S. employer identification number

(EIN).

Applying for an EIN

Use EINs to identify estates, trusts, partnerships, and

corporations. If you are required to have an EIN, apply for

one at IRS.gov/EIN. If your principal place of business is

outside the United States or its territories, you can apply

for an EIN by phone at 267-941-1099. See International

EIN applicants under Other ways to apply for an EIN at

IRS.gov/EIN.

Who Must File

Every partnership (other than a publicly traded partnership

(PTP)) that has effectively connected gross income

allocable to a foreign partner must file a Form 8804,

regardless of whether it had ECTI allocable to a foreign

partner. The partnership must also file a Form 8805 for

each partner on whose behalf it paid section 1446 tax,

regardless of whether the partnership made any

distributions during its tax year. The partnership can

designate a person to file the forms. The partnership, or

person it designates, must file these forms even if the

partnership has no withholding tax liability under section

1446.

Who Must Sign Form 8804

The partnership can designate a partner or limited liability

company (LLC) member to sign Form 8804. The paid

preparer’s space should remain blank if the form is

completed by a partner or LLC member. If the form is

completed by a paid preparer with a valid preparer tax

identification number (PTIN), the paid preparer should

complete the paid preparer’s section.

Paid preparer. Generally, anyone who is paid to prepare

the return must do the following.

• Sign the return in the space provided for the preparer’s

signature.

• Fill in the other blanks in the “Paid Preparer Use Only”

area of the return. A paid preparer cannot use an SSN in

the “Paid Preparer Use Only” box. The paid preparer must

use a PTIN.

• Give the partnership a copy of the return in addition to

the copy to be filed with the IRS.

2

Generally, file these forms on or before the 15th day of the

3rd month following the close of the partnership’s tax year.

For partnerships that keep their records and books of

account outside the United States and Puerto Rico, the

due date is the 15th day of the 6th month following the

close of the partnership’s tax year. If the partnership is

permitted to file these forms on or before the 15th day of

the 6th month, check the box at the top of Form 8804.

If a due date falls on a Saturday, Sunday, or legal

holiday, file by the next business day.

File Forms 8804 and 8805 separately from Form 1065,

U.S. Return of Partnership Income.

If you need more time, you can file Form 7004,

Application for Automatic Extension of Time To File

Certain Business Income Tax, Information, and Other

Returns, to request an extension of time to file Form 8804.

Note: Filing a Form 7004 doesn’t extend the time for

payment of tax.

Form 8813

File on or before the 15th day of the 4th, 6th, 9th, and 12th

months of the partnership’s tax year for U.S. income tax

purposes.

Where To File

File Forms 8804, 8805, and 8813 with:

Internal Revenue Service Center

P.O. Box 409101

Ogden, UT 84409

Amended Form 8804

A partnership can file an amended Form 8804 to correct a

previously filed Form 8804. To do so, complete a new

Form 8804 with the corrected information. Write

“Amended” in the top margin of the form and write

“Corrected” on any Forms 8805 attached to the Form

8804. File the amended form with the address shown

under Where To File, earlier.

For the requirements for and the limits on obtaining a

refund of the 1446 tax based on an amended Form 8804,

see Regulations section 1.1446-3(d)(2)(iv).

Requirement To Make Withholding

Tax Payments

A foreign or domestic partnership that has ECTI allocable

to a foreign partner must pay a withholding tax equal to

the applicable percentage of the ECTI that is allocable to

its foreign partners. However, this requirement doesn’t

apply to a partnership treated as a corporation under the

general rule of section 7704(a). ECTI and applicable

percentage are defined later.

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

Withholding Agents

For ease of reference, these instructions refer to various

requirements applicable to withholding agents as

requirements applicable to partnerships themselves.

Determining if a Partner Is a Foreign

Person

A partnership must determine if any partner is a foreign

partner subject to section 1446. A foreign partner (as

defined in section 1446(e)) is any partner who isn’t a U.S.

person, as defined in section 7701(a)(30). As such, a

foreign person includes a nonresident alien individual,

foreign corporation, foreign partnership, foreign trust or

estate, or a foreign organization described in section

501(c).

A partnership can determine a partner’s foreign or

nonforeign status by relying on a W-8 form (for example,

Form W-8BEN); Form W-9, Request for Taxpayer

Identification Number and Certification; an acceptable

substitute form; or by other means. See Form of

certification and Use of Means Other Than Certification,

later. Also, see Regulations section 1.1446-1(c) for

additional information.

Certification of Nonforeign Status

In general, a partnership can determine that a partner isn’t

a foreign person by obtaining a Form W-9 from the

partner. A partnership that has obtained this certification

can rely on it to establish the nonforeign status of a

partner. See Effect of certification, later.

Form of certification. Generally, a partnership can

determine a partner’s foreign or nonforeign status by

obtaining one of the following withholding certificates from

the partner.

• Form W-8BEN, Certificate of Foreign Status of

Beneficial Owner for United States Tax Withholding and

Reporting (Individuals).

• Form W-8BEN-E, Certificate of Status of Beneficial

Owner for United States Tax Withholding and Reporting

(Entities).

• Form W-8ECI, Certificate of Foreign Person’s Claim

That Income Is Effectively Connected With the Conduct of

a Trade or Business in the United States.

• Form W-8EXP, Certificate of Foreign Government or

Other Foreign Organization for United States Tax

Withholding and Reporting.

• Form W-8IMY, Certificate of Foreign Intermediary,

Foreign Flow-Through Entity, or Certain U.S. Branches for

United States Tax Withholding and Reporting.

• Form W-9, Request for Taxpayer Identification Number

and Certification.

• An acceptable substitute form (as described in

Regulations section 1.1446-1(c)(5)).

• A statement required from a domestic grantor trust (as

described in Regulations section 1.1446-1(c)(2)(ii)(E))

with the necessary documentation required for the trust

and the grantor.

Effect of certification. Generally, a partnership that has

obtained a withholding certificate (for example, a W-8 form

or Form W-9) according to the rules in these instructions

can rely on the certification to determine whether the

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

partner is a foreign or nonforeign partner for purposes of

figuring the section 1446 withholding tax, and if such

partner is a foreign partner, to determine whether or not

such partner is a corporation for U.S. tax purposes. The

partnership can also use the withholding certificate to

determine that the partner isn’t subject to withholding. A

partnership can’t rely on a withholding certificate if it

knows or has reason to know that any information

provided on the withholding certificate is incorrect or

unreliable, and based on that information the partnership

should pay more section 1446 withholding tax. Under

those circumstances, the certificate isn’t valid.

The partnership won’t be subject to penalties for its

failure to pay the section 1446 withholding tax prior to the

date that it knows or has reason to know that the

certificate isn’t valid. However, the partnership is fully

liable for section 1446 withholding tax for the year, as well

as penalties and interest, starting with the installment

period or Form 8804 filing period during which it knows or

has reason to know that the certificate isn’t valid. See

Regulations section 1.1446-1(c)(2)(iii).

Requirements for certificates to be valid. Generally,

the validity of a Form W-9 is determined under section

3406 and Regulations section 31.3406(h)-3(e). A W-8

form is only valid if:

• Its validity period hasn’t expired,

• The partner submitting the form has signed it under

penalties of perjury, and

• It contains all the required information.

See Regulations section 1.1446-1(c)(2)(iv) for more

details.

Change in circumstances. A partner must provide a

new withholding certificate when there is a change in

circumstances. The principles of Regulations section

1.1441-1(e)(4)(ii)(D) shall apply when a change in

circumstances has occurred (including situations where

the status of a U.S. person changes) that requires a

partner to provide a new withholding certificate.

How long to keep the certifications. A partnership or

nominee who has responsibility for paying the section

1446 withholding tax must retain each withholding

certificate, statement, and other information received from

its direct and indirect partners for as long as it can be

relevant to the determination of the withholding agent’s

section 1446 tax liability under section 1461 and the

regulations thereunder.

Use of Means Other Than Certification

A partnership isn’t required to obtain a Form W-9. It can

rely on other means to learn the nonforeign status of the

partner. But if the partnership relies on other means and

erroneously determines that the partner wasn’t a foreign

person, the partnership will be held liable for payment of

the tax, any applicable penalties, and interest. A

partnership isn’t required to rely on other means to

determine the nonforeign status of a partner and can

demand a Form W-9. If a certification isn’t provided, the

partnership can presume the partner is foreign and will be

considered for purposes of sections 1461 through 1463 to

have been required to withhold section 1446 tax.

3

Effectively Connected Taxable Income

(ECTI)

Definition

ECTI is the excess of the gross income of the partnership

that is effectively connected under section 864(c), or

treated as effectively connected with the conduct of a U.S.

trade or business, over the allowable deductions that are

connected to such income. See Pub. 519, U.S. Tax Guide

for Aliens, for detailed instructions regarding the

calculation of ECTI. For purposes of these instructions,

figure this income with the following statutory adjustments.

1. Section 703(a)(1) doesn’t apply.

2. The partnership is allowed a deduction for depletion

of oil and gas wells, but the amount of the deduction must

be determined without regard to sections 613 and 613A.

3. The partnership can’t take into account items of

income, gain, loss, or deduction allocable to any partner

that isn’t a foreign partner.

See Regulations section 1.1446-2 for additional

adjustments that can be required.

A partnership’s ECTI includes partnership income

subject to a partner’s election under section 871(d) or

882(d) (election to treat real property income as income

connected with a U.S. business). It also includes any

partnership income treated as effectively connected with

the conduct of a U.S. trade or business under section 897

(disposition of investment in U.S. real property), and other

items of partnership income treated as effectively

connected under other provisions of the Internal Revenue

Code, regardless of whether those amounts are taxable to

the partner.

See Regulations section 1.1446-2 for additional

information for calculating ECTI.

Amount Allocable to Foreign Partners

The amount of a partnership’s ECTI for the partnership’s

tax year allocable to a foreign partner under section 704

equals (a) the foreign partner’s distributive share of

effectively connected gross income of the partnership for

the partnership’s tax year that is properly allocable to the

partner under section 704, minus (b) the foreign partner’s

distributive share of deductions of the partnership for that

year that are connected with that income under section

873(a) or section 882(c) and that are properly allocable to

the partner under section 704. This income must be

figured by taking into account any adjustments to the

basis of the partnership property described in section 743

according to the partnership’s election under section 754.

Also, a partnership’s ECTI isn’t allocable to a foreign

partner to the extent the amounts are exempt from U.S.

tax for that partner by a treaty or reciprocal agreement, or

a provision of the Code.

Certification of Deductions and

Losses

A foreign partner, in certain circumstances, can certify to

the partnership that it has deductions and losses it

reasonably expects to be available to reduce the partner’s

U.S. income tax liability on the partner’s allocable share of

4

effectively connected income or gain from the partnership.

In certain circumstances, the partnership can consider

and rely on these deductions and losses to reduce the

partnership’s section 1446 tax.

Note: Foreign partners must submit all certificates

(including updated certificates) using Form 8804-C,

Certificate of Partner-Level Items to Reduce Section 1446

Withholding. See Form 8804-C and its instructions, and

Regulations section 1.1446-6 for additional information.

Reductions for State and Local Taxes

In addition to any deductions and losses certified by a

foreign partner to the partnership (see Certification of

Deductions and Losses, earlier), the partnership can

consider as a deduction of such partner 90% (0.90) of any

state and local income taxes withheld and remitted by the

partnership on behalf of such partner with respect to the

partner’s allocable share of partnership ECTI. The

partnership can consider the amount of state and local

taxes of the foreign partner regardless of whether the

foreign partner submits a certificate to the partnership.

Note: Don’t deduct state and local taxes paid on behalf of

the partnership. The partnership can only consider as a

deduction of a partner the partner’s own state and local

income taxes the partnership withholds and remits on the

partner’s behalf with respect to the partner’s allocable

share of partnership ECTI.

Amount of Withholding Tax

Figuring the Tax Payments

Under section 1446, a partnership must make four

installment payments of withholding tax during the tax

year.

Amount of each installment payment of withholding

tax. In general, the amount of a partnership’s installment

payment is equal to the sum of the installment payments

for each of the partnership’s foreign partners. A

partnership will generally determine the amount of the

installment payment for each of its foreign partners by

applying the principles of section 6655 and Regulations

section 1.1446-3. To do so, use Form 8804-W, Installment

Payments of Section 1446 Tax for Partnerships.

Applicable percentage. For all corporate partners, the

section 1446 applicable percentage is 21% (0.21).

For all non-corporate foreign partners, the section 1446

applicable percentage is generally 37% (0.37). However,

in some circumstances, the partnership can consider the

highest rate applicable to a particular type of income

allocated to a non-corporate partner if such partner would

be entitled to use a preferential rate on such income or

gain.

The facts and circumstances of a partner that the

partnership knows or has reason to know may determine if

the partner would be entitled to a preferential rate on such

income or gain. For example, the partner would not be

entitled to a preferential rate if the partnership’s income

that otherwise is long-term capital gain is a type that is

treated with respect to the partner as short-term capital

gain under section 1061.

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

See Regulations section 1.1446-3(a)(2) for additional

information.

When to make the payment. Make installment

payments of the withholding tax under section 1446 with

Form 8813 by the applicable due dates during the tax year

of the partnership in which the income is earned. The

partnership must generally make the installment payments

for each foreign partner on or before the 15th day of the

4th, 6th, 9th, and 12th months of the partnership’s tax

year.

Generally, pay any additional amounts due when filing

Form 8804. However, if the partnership files Form 7004 to

request an extension of time to file Form 8804, pay the

balance of section 1446 withholding tax estimated to be

due with Form 7004 in order to avoid the late payment

penalty.

Note: EFTPS can also be used to make these payments.

Coordination With Other Withholding Rules

Interest, Dividends, etc.

Fixed or determinable annual or periodical (FDAP) income

subject to tax under section 871(a) or 881 isn’t included in

the partnership’s ECTI under section 1446. However,

these amounts are independently subject to withholding

under the requirements of sections 1441 and 1442 and

their regulations.

Real Property Gains

Domestic partnerships. Domestic partnerships subject

to the withholding requirements of section 1446 aren’t

subject to the payment and reporting requirements of

section 1445(e)(1) and its regulations for income from the

disposition of a U.S. real property interest (USRPI). A

domestic partnership’s compliance with the requirement

to pay a withholding tax under section 1446 satisfies the

requirements under section 1445 for dispositions of

USRPIs. However, a domestic partnership that would

otherwise be exempt from section 1445 withholding by

operation of a nonrecognition provision must continue to

comply with the requirements of Regulations section

1.1445-5(b)(2).

A foreign partnership subject to withholding under

section 1446(f)(1) during a tax year will be allowed to

credit the amount withheld under section 1446(f)(1), to the

extent that amount is allocable to foreign partners, against

its liability to pay the section 1446 withholding tax for that

year. This credit is allowed on line 6f or 6g of the Form

8804 filed by the foreign partnership. See T.D. 9919,

available at IRS.gov/IRB/2020-48_IRB#TD-9919.

Reporting to Partners

When making an installment payment of the section 1446

withholding tax, a partnership must notify all foreign

partners of their allocable shares of any section 1446

withholding tax paid by the partnership. The partners use

this information to adjust the amount of estimated tax that

they must otherwise pay to the IRS. The notification to the

foreign partners must be provided within 10 days of the

installment due date or, if paid, the date the installment

payment is made. See Regulations section 1.1446-3(d)(1)

(i) for information that must be included in the notification

and for exceptions to the notification requirement.

If a partnership has gross effectively connected

income, it must file a separate Form 8805 for each partner

for whom it paid section 1446 tax. In addition, if the

partnership reduces ECTI for state and local income tax

deductions permitted under Regulations section

1.1446-6(c)(1)(iii) or relies on a Form 8804-C it receives

from a partner to reduce its section 1446 tax, it must

complete a Form 8805 for the partner even if no tax is paid

on behalf of the partner. The foreign partner must also

receive a copy of its Form 8805 by the due date of the

partnership return (including extensions). The partnership

must also issue a Form 8805 to any U.S. person

erroneously subjected to withholding tax by the due date

of the partnership return (including extensions).

A foreign partner that is a foreign trust or estate must

provide to each of its beneficiaries a Form 8805

completed as described under Schedule T– Beneficiary

Information, later.

Interest and Penalties

Interest

Interest is charged on taxes not paid by the due date, even

if an extension of time to file is granted. Interest is also

charged on penalties imposed for failure to file,

negligence, fraud, and substantial understatements of tax

from the due date (including extensions) to the date of

payment. The interest charge is figured at a rate

determined under section 6621.

Foreign partnerships. A foreign partnership subject to

withholding under section 1445(a) during a tax year will be

allowed to credit the amount withheld under section

1445(a), to the extent such amount is allocable to foreign

partners, against its liability to pay the section 1446

withholding tax for that year. This credit is allowed on

line 6d or 6e of the Form 8804 filed by the foreign

partnership.

Late Filing of Form 8804

Gains from sales of interests in partnerships engaged in a trade or business in the United States. Since

January 1, 2018, a foreign partnership has been subject to

withholding under section 1446(f)(1) on the transfer of an

interest in another partnership engaged in a U.S. trade or

business (unless that interest is publicly traded) if: (1) The

foreign partnership realized gain on the sale, and (2) Any

portion of the gain would be treated under section 864(c)

(8) as effectively connected with the conduct of a trade or

business within the United States.

If Form 8804 is filed more than 60 days late, the

minimum penalty will apply. To determine the minimum

failure to file penalty, go to IRS.gov/InflationAdjustment.

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

A partnership that fails to file Form 8804 when due

(including extensions of time to file) can generally be

subject to a penalty of 5% (0.05) of the unpaid tax for each

month or part of a month the return is late, up to a

maximum of 25% (0.25) of the unpaid tax. The penalty

won’t apply if the partnership can show reasonable cause

for filing late.

5

Select the tax inflation adjustment for the applicable tax

year, then click on the revenue procedure link and search

for section 6651, Failure to File Tax Return, to obtain the

penalty amount.

If you receive a notice about penalty and interest after

you file Form 8804, send us an explanation and we will

determine if you meet reasonable-cause criteria. Don’t

attach an explanation when you file Form 8804.

Late Filing of Correct Form 8805

A penalty can be imposed for failure to file each Form

8805 when due (including extensions). The penalty can

also be imposed for failure to include all required

information on Form 8805 or for furnishing incorrect

information. The penalty is based on when a correct Form

8805 is filed.

To determine the penalty for each failure to file a correct

Form 8805, go to IRS.gov/InflationAdjustment. Select the

tax inflation adjustment for the applicable tax year, then

click on the revenue procedure link and search for section

6721, Failure to File Correct Information Returns, to obtain

the penalty amount.

There are some situations where the penalty under

section 6721 is reduced or eliminated. This can apply if

the partnership:

• Has average annual gross receipts of not more than $5

million during a specified period of time,

• Corrects the failure to file within a specified period, or

• Has a de minimis number of failures to file correct

Forms 8805.

There can also be a higher penalty imposed when the

failure is due to intentional disregard of the requirement to

file timely correct information returns. For more

information, go to IRS.gov/InflationAdjustment. Select the

tax inflation adjustment for the applicable tax year, then

click on the revenue procedure link and search for section

6721, failure to file correct information returns due to

intentional disregard of the filing requirement, to obtain the

penalty amount.

Reasonable cause. A partnership can seek a waiver of

the penalty if the partnership can establish it had

reasonable cause for the failure.

Failure To Furnish Correct Form 8805 to

Recipient

• Has average annual gross receipts of not more than $5

million during a specified period of time,

• Corrects the failure to furnish within a specified period,

or

• Has a de minimis number of failures to furnish correct

Forms 8805.

There can also be a higher penalty imposed when the

failure is due to intentional disregard of the requirement to

furnish timely correct information returns. For more

information, go to IRS.gov/InflationAdjustment. Select the

tax inflation adjustment for the applicable tax year, then

click on the revenue procedure link and search for section

6722, failure to furnish correct payee statements due to

intentional disregard of the requirement to furnish a payee

statement, to obtain the penalty amount.

Reasonable cause. A partnership can seek a waiver of

the penalty if the partnership can establish it had

reasonable cause for the failure.

Late Payment of Tax

The penalty for not paying tax when due is usually half of

1% (0.005) of the unpaid tax for each month or part of a

month the tax is unpaid. The penalty can’t exceed 25%

(0.25) of the unpaid tax. The penalty won’t apply if the

partnership can show reasonable cause for paying late.

If you receive a notice about penalty and interest after

you file Form 8804, send us an explanation and we will

determine if you meet reasonable-cause criteria. Don’t

attach an explanation when you file Form 8804.

Failure To Withhold and Pay Over Tax

Any person required to withhold, account for, and pay over

the withholding tax under section 1446, but who fails to do

so, can be subject to a civil penalty under section 6672.

The civil penalty is equal to the amount that should have

been withheld and paid over.

Other Penalties

Penalties can also be imposed, absent reasonable cause

and good faith, for failing to accurately report the amount

of tax required to be shown on a return, if any portion of

the resulting underpayment is attributable to negligence,

substantial understatement of income tax, valuation

misstatement, or fraud. See sections 6662 and 6663.

Treatment of Partners

A penalty can be imposed for each failure to furnish Form

8805 to the recipient when due. The penalty can also be

imposed for each failure to give the recipient all required

information on each Form 8805 or for furnishing incorrect

information.

A partnership’s payment of section 1446 withholding tax

on ECTI allocable to a foreign partner generally relates to

the partner’s U.S. income tax liability for the partner’s tax

year in which the partner is subject to U.S. tax on that

income.

To determine the penalty for each failure to furnish a

correct Form 8805, go to IRS.gov/InflationAdjustment.

Select the tax inflation adjustment for the applicable tax

year, then click on the revenue procedure link and search

for section 6722, Failure to Furnish Correct Payee

Statements, to obtain the penalty amount.

Amounts paid by the partnership under section 1446 on

ECTI allocable to a partner are allowed to the partner as a

credit under section 33. The partner can’t claim an early

refund of withholding tax paid under section 1446.

There are some situations where the penalty under

section 6722 is reduced or eliminated. This can apply if

the partnership:

6

Amounts paid by a partnership under section 1446 for a

partner are to be treated as distributions made to that

partner on the earliest of the following.

1. The day on which this tax was paid by the

partnership.

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

2. The last day of the partnership’s tax year for which

the amount was paid.

3. The last day on which the partner owned an interest

in the partnership during that year.

However, the amount of section 1446 withholding tax

paid during a tax year by the partnership is generally

treated as an advance or draw under Regulations section

1.731-1(a)(1)(ii) to the extent of the partner’s share of

income for the partnership year. See Regulations section

1.1446-3(d)(2)(v) for more details.

A partner that wishes to claim a credit against its U.S.

income tax liability for amounts withheld and paid under

section 1446 must attach Copy C of Form 8805 to its U.S.

income tax return for the tax year in which it claims the

credit.

See Regulations section 1.1446-3(d)(2) for additional

information.

Publicly Traded Partnerships (PTPs)

A PTP is any partnership whose interests are regularly

traded on an established securities market (regardless of

the number of its partners). However, this doesn’t include

a PTP treated as a corporation under the general rule of

section 7704(a).

A PTP that has effectively connected income, gain, or

loss must withhold tax on distributions of that income

made to its foreign partners. The rate is 37% (0.37) for

non-corporate foreign partners, and 21% (0.21) for

corporate partners. The PTP can’t consider preferential

rates when figuring the section 1446 withholding tax for a

partner. The partnership uses Form 1042, Annual

Withholding Tax Return for U.S. Source Income of Foreign

Persons; Form 1042-S, Foreign Person’s U.S. Source

Income Subject to Withholding; and Form 1042-T, Annual

Summary and Transmittal of Forms 1042-S, to report

withholding from distributions instead of following these

instructions. It must also comply with the regulations

under section 1461 and Regulations section 1.6302-2.

Tiered Partnerships

The term “tiered partnership” describes the situation in

which a partnership owns an interest in another

partnership. The former is an “upper-tier partnership” and

the latter is a “lower-tier partnership.” An upper-tier

partnership that owns a partnership interest in a lower-tier

partnership is allowed a credit against its own section

1446 withholding tax liability for any section 1446

withholding tax paid by the lower-tier partnership for that

partnership interest.

If an upper-tier partnership provides appropriate

documentation to a lower-tier partnership, the lower-tier

partnership can look through the partnership to the

partners of such upper-tier partnership in determining its

section 1446 withholding tax due. The look-through rules

can apply only with respect to the portion of the upper-tier

partnership’s allocation that is allocable to partners of

such partnership for which appropriate documentation has

been received by the lower-tier partnership. For more

information, see Regulations section 1.1446-5(c) for

upper-tier foreign partnerships and Regulations section

1.1446-5(e) for upper-tier domestic partnerships. See

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

Regulations section 1.1446-5(b) for reporting

requirements.

Note: The look-through rules, referred to above, apply

only for purposes of the lower-tier partnership’s calculation

of its section 1446 withholding tax liability. It doesn’t affect

the upper-tier partnership’s reporting requirements with

respect to Forms 8804 and 8805 as set forth in the next

paragraph and elsewhere in these instructions.

An upper-tier partnership that has had section 1446

withholding tax payments made on its behalf by a

lower-tier partnership will receive a copy of Form 1042-S

or Form 8805 from the lower-tier partnership. The

upper-tier partnership must in turn file these forms with its

Form 8804 and treat the amount withheld by the lower-tier

partnership as a credit against its own liability to withhold

under section 1446. This credit is allowed on line 6b or

line 6c of the Form 8804 filed by the upper-tier

partnership. The upper-tier partnership must also provide

to its partners the information described in Reporting to

Partners, earlier. These statements and forms will enable

those partners to obtain appropriate credit for tax withheld

under section 1446.

See Regulations section 1.1446-5 for additional

information.

Specific Instructions

Address

When providing a U.S. address on Form 8804, 8805, or

8813, include the suite, room, or other unit number after

the street address. If the post office doesn’t deliver mail to

the street address and the partnership (or withholding

agent) has a P.O. box, show the box number instead of the

street address. If the partnership (or withholding agent)

receives its mail in care of a third party (such as an

accountant or an attorney), enter on the street address

line “c/o” followed by the third party’s name and street

address or P.O. box.

When providing a foreign address on Form 8804, 8805,

or 8813, enter the number and street, city or town, state or

province, the name of the country, and ZIP or foreign

postal code. Follow the foreign country’s practice in

placing the postal code in the address. Don’t abbreviate

the country name.

Form 8804

Line 3b

Enter on this line the total number of Forms 8805, Copy A,

attached to Form 8804.

Lines 4a, 4e, 4i, 4m, and 4q

Figure the partnership’s ECTI using the definition, earlier,

under Effectively Connected Taxable Income (ECTI).

Enter the total ECTI allocable to foreign partners (by

income type) on lines 4a, 4e, 4i, 4m, and 4q. With respect

to lines 4i, 4m, and 4q, enter the specified types of income

allocable to non-corporate partners if appropriate

documentation is received and such partners would be

entitled to use a preferential rate on such income or gain.

7

See Regulations section 1.1446-3(a)(2) for additional

information.

If the partnership has net ordinary loss, net short-term

capital loss, or net 28% rate loss, each net loss should be

netted against the appropriate categories of income and

gain to determine the amounts of income and gain to be

entered on lines 4a, 4e, 4i, 4m, and 4q, respectively. Don’t

enter a negative number on lines 4a, 4e, 4i, 4m, and 4q.

See section 1(h) and Notice 97-59, 1997-45 I.R.B. 7,

available at IRS.gov/pub/irs-irbs/irb97-45.pdf, for the rules

for netting gains and losses.

Note: If the partnership relied on a certificate the partner

submitted under Regulations section 1.1446-6(c)(1)(ii) to

determine that the partnership is not required to pay any

section 1446 withholding tax with respect to that partner,

reduce the ECTI on line 4 of Form 8804 by any amount

allocable to that foreign partner. See Form 8804-C, Part III.

Note: Partnership ECTI on which a foreign partner is

exempt from U.S. tax by a treaty or other reciprocal

agreement isn’t allocable to that partner and is exempt

from withholding under section 1446. However, this

exemption from section 1446 withholding must be

reported on Form 8805. See the instructions for Line 8b of

Form 8805, later.

Lines 4b, 4f, 4j, 4n, and 4r

Enter the reduction amounts for state and local taxes

under Regulations section 1.1446-6(c)(1)(iii). See

Reductions for State and Local Taxes, earlier, for

additional information. The netting rules under section

1(h) and Notice 97-59 must be considered in determining

the category of income the reduction amounts offset.

Lines 4c, 4g, 4k, 4o, and 4s

Line 6c

Enter on line 6c the amount of section 1446 tax withheld

on ECTI by a lower-tier PTP that is reported to the

partnership on Form 1042-S. On Form 1042-S, box 7a will

show the amount withheld, and box 1 will show income

code 27.

Line 6d

Line 6d applies to partnerships treated as foreign persons

that are subject to withholding under section 1445(a) or

1445(e)(1) upon the disposition of a USRPI.

Enter on line 6d the amount of tax withheld from the

partnership under section 1445(a), but only to the extent

that the amount is allocable to foreign partners, or

withheld by the partnership under section 1445(e)(1). On

Form 8288-A, Statement of Withholding on Certain

Dispositions by Foreign Persons, box 4 will show the

amount withheld, and box 5a will be checked.

Line 6e

Enter on line 6e the amount of section 1445(e) tax

withheld on a distribution by a domestic trust to the

partnership with respect to the disposition of a USRPI by

the trust. On Form 1042-S, box 7a will show the amount

withheld that the partnership received from the trust, and

box 1 will show income code 25 or 26.

Line 6f

Enter on line 6f the amount of section 1446(f)(1) tax

withheld from the partnership on a transfer of an interest in

a non-PTP engaged in the conduct of a U.S. trade or

business, but only to the extent that the amount is

allocable to foreign partners. On Form 8288-A, box 4 will

show the amount withheld, and box 5b will be checked.

Line 6g

Enter the reduction amounts resulting from certified

partner-level items received from foreign partners using

Form 8804-C. See Certification of Deductions and

Losses, earlier, for additional information. The netting

rules under section 1(h) and Notice 97-59 must be

considered in determining the category of income the

reduction amounts offset.

Enter on line 6g the amount of section 1446(f)(1) tax

withheld from the partnership on a transfer of an interest in

a PTP engaged in the conduct of a U.S. trade or business,

but only to the extent that the amount is allocable to

foreign partners. On Form 1042-S, box 7a will show the

amount withheld, and box 1 will show income code 57.

Line 5f

Line 8

Add lines 5a through 5e.

Line 6

If the partnership is claiming a credit on lines 6b through

6g related to a form it received, the partnership must

attach that form to its Form 8804 to obtain that credit.

Line 6b

If the partnership is an upper-tier partnership in one or

more lower-tier partnerships, enter on line 6b the amount

of section 1446 tax withheld on ECTI by lower-tier

partnerships with respect to ECTI allocable to the

upper-tier partnership (see Tiered Partnerships, earlier).

The amount withheld will be shown on line 10 of the Form

8805 the partnership receives from the lower-tier

partnership.

8

If Schedule A (Form 8804) is attached, check the box on

line 8 and enter the amount of any penalty on this line.

Failure to pay withholding as required. A penalty will

be imposed if the partnership failed to make its four

installment payments of withholding during the tax year as

required. If a penalty is due, the partnership should figure

the penalty using Schedule A (Form 8804) and enter it on

line 8. If the partnership failed to pay withholding tax as

required, and a completed Schedule A (Form 8804) is not

attached to the return, the IRS will figure the penalty

without regard to any exceptions that may apply on

Schedule A (Form 8804). For more information, see the

Instructions for Schedule A (Form 8804).

Line 10

Making a payment. The IRS recommends paying

electronically whenever possible. Electronic payment

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

options include EFTPS. Go to IRS.gov/Payments to see all

your payment options.

Line 12

If the partnership has an overpayment on line 11, it can

allocate some or all of that amount to its partners. Enter

the amount of the overpayment it wishes to allocate to its

partners on line 12. Include the amount allocated to each

partner in the amount reported on line 10 of Form 8805.

Lines 14a Through 14d

Direct deposit of refund. If the partnership wants its

refund directly deposited into its checking or savings

account at any U.S. bank or other financial institution

instead of having a check sent to the partnership,

complete lines 14b through 14d.

Line 14b. The routing number must be nine digits.

Line 14c. Check the appropriate box for the type of

account. Do not check more than one box. If unknown,

leave blank.

Line 14d. The account number can be up to 17

characters (both numbers and letters). Include hyphens

but omit spaces and special symbols. Enter the number

from left to right and leave any unused boxes blank.

Paid Preparer

Generally, anyone you pay to prepare Form 8804 must

sign it and include their PTIN in the space provided. See

Who Must Sign Form 8804, earlier.

Form 8805

Line 1b

A partnership must pay the withholding tax for a foreign

partner even if it doesn’t have a U.S. TIN for that partner.

See Taxpayer Identification Number (TIN), earlier, for

details.

Line 3

Enter the type of partner (for example, individual,

corporation, partnership, trust, estate).

Line 4

Enter the applicable two-letter code from the list at

IRS.gov/CountryCodes for the country of which the

partner is a resident for tax purposes. These codes are

used by the IRS to provide information to all tax treaty

countries for purposes of their tax administration.

Line 8b

Check the box on this line if any of the partnership’s ECTI

is treated as not allocable to the foreign partner identified

on line 1a and therefore exempt from section 1446

withholding because the income is exempt from U.S. tax

for that foreign partner by a treaty, reciprocal exemption, or

a provision of the Internal Revenue Code.

Line 9

Enter the partnership ECTI allocable to the foreign partner

(before considering any state and local income tax

reduction permitted under Regulations section

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

1.1446-6(c)(1)(iii) or any reduction amounts resulting from

certified partner-level items received from foreign partners

using Form 8804-C).

The partnership must provide a statement (generally,

Schedule K-1 (Form 1065), Partner’s Share of Income,

Deductions, Credits, etc.) to the foreign partner that lists

each type of ECTI included on line 9. The types of ECTI

that can be included on line 9 are:

• Ordinary income;

• 28% rate gains;

• Unrecaptured section 1250 gains; and

• Adjusted net capital gain, including qualified dividend

income and net section 1231 gains.

The partnership must also provide any additional

information to foreign partners that they may reasonably

need to complete Schedule P (Form 1120-F), List of

Foreign Partner’s Interests in Partnerships.

Line 10

To figure the total tax credit allowed to a foreign partner

under section 1446, subtract from each type of ECTI

allocable to the foreign partner the amount of any state

and local income tax reduction permitted under

Regulations section 1.1446-6(c)(1)(iii) and any reduction

amounts resulting from certified partner-level items

received from foreign partners, using Form 8804-C, that

the partnership considered in determining that partner’s

portion of the section 1446 withholding tax due. Then,

multiply each net amount by the applicable percentage

(see Applicable percentage, earlier). Finally, total the

resulting amounts.

Note: If the partnership relied on a certificate the partner

submitted under Regulations section 1.1446-6(c)(1)(ii) to

determine that the partnership isn’t required to pay any

section 1446 withholding tax with respect to that partner,

enter -0- on line 10. See Form 8804-C, Part III.

Attachments

The partnership is required to attach to Form 8805 the

calculation described in the first paragraph of these line 10

instructions. Furthermore, if the total section 1446

withholding tax paid for a partner has been reduced as a

result of the state and local income tax reduction

permitted under Regulations section 1.1446-6(c)(1)(iii) or

as a result of relying in whole or in part on a partner’s Form

8804-C, then the documentation described below must

also be attached to the Form 8805 for that partner.

• If the total section 1446 withholding tax paid for the

partner has been reduced because the partnership relied

on a Form 8804-C, attach that Form 8804-C to the

partner’s Form 8805.

• A statement showing the calculation of the tax due

relating to the partner if any Forms 8804-C were relied on.

See Regulations section 1.1446-6(d)(3)(i).

• If the total section 1446 withholding tax paid for the

partner has been reduced based on the state and local

income tax reduction permitted under Regulations section

1.1446-6(c)(1)(iii), attach a statement showing the

calculation of the tax due.

9

Note: With respect to the last two bulleted items, a

statement showing one calculation for both items is

permitted.

Caution: A partnership must attach all applicable items

referred to above to reduce its section 1446 withholding

tax due by either of the reductions referred to above.

Schedule T—Beneficiary Information

If the foreign partner is a foreign trust or estate, the foreign

trust or estate must provide to each of its beneficiaries a

copy of the Form 8805 furnished by the partnership. In

addition, the foreign trust or estate must complete

Schedule T for each of its beneficiaries and must provide

that Schedule T information to each beneficiary.

The foreign trust or estate can provide all of the

information listed in the previous paragraph on a single

Form 8805 for each of its beneficiaries. In this case, the

information provided in boxes 1a through 10 will be the

same for all of the beneficiaries, but the information

provided on Schedule T can vary from beneficiary to

beneficiary, depending on the ownership interests of the

respective beneficiaries.

Form 1040-NR. A foreign trust or estate must attach to

the Form 1040-NR it files, any Form(s) 8805 it receives

and copies of the Form(s) 8805 it must furnish to its

beneficiaries with the Schedule(s) T completed.

Line 12

Enter the amount of ECTI on line 9 to be included in the

beneficiary’s gross income. The foreign trust or estate

must provide a statement to each of its beneficiaries that

lists each type of ECTI included on line 12. The types of

ECTI that can be included on line 12 are:

• Ordinary income;

• 28% rate gains;

• Unrecaptured section 1250 gains; and

• Adjusted net capital gain, including qualified dividend

income and net section 1231 gains.

Line 13

To determine the total tax credit allowed to a beneficiary

under section 1446, multiply each type of ECTI on line 12

by the applicable percentage (see Applicable percentage,

earlier).

Form 8813

Line 1

Applying for an EIN, earlier). If the partnership hasn’t

received an EIN by the time it files Form 8813, indicate on

line 1 of Form 8813 the date the partnership applied for its

EIN. On receipt of its EIN, the partnership must

immediately send that number to the IRS using the

address as shown under Where To File, earlier. Failure to

provide an EIN can delay processing of payments on

behalf of the partners.

Line 2

See Amount of each installment payment of withholding

tax, earlier, for information on figuring the amount of the

payment.

Attachments

If the total section 1446 withholding tax paid for an

installment period has been reduced as a result of the

state and local income tax reduction permitted under

Regulations section 1.1446-6(c)(1)(iii) or as a result of

relying in whole or in part on a partner’s Form 8804-C,

then the documentation described later must be attached

to all Forms 8813 starting with the first installment period

in which the certificate was considered. Under these

circumstances, a partnership must file Form 8813 for an

installment period even if no section 1446 withholding tax

is due.

The required documentation is as follows.

• If the partnership reduced an installment payment

because it relied on Forms 8804-C, attach all such Forms

8804-C to Form 8813. If the same Form 8804-C for a

partner is used in a subsequent installment period, see

Regulations section 1.1446-6(d)(3)(i) for a substitute to

attaching that Form 8804-C to the Form 8813 for

subsequent installment periods.

• A statement showing the calculation of the tax due

relating to each partner whose Form 8804-C it relied on.

See Regulations section 1.1446-6(d)(3)(i).

• If the partnership reduced an installment payment

based on state and local income tax deductions permitted

under Regulations section 1.1446-6(c)(1)(iii), attach a

statement showing the calculation of the tax due.

Note: With respect to the last two bulleted items, a

statement showing one calculation for both items is

permitted.

Caution: A partnership must attach all applicable items

referred to above to reduce its section 1446 withholding

tax due by either of the reductions referred to above.

A partnership without a U.S. EIN must obtain one and

must pay any section 1446 withholding tax due (see

Privacy Act and Paperwork Reduction Act Notice. We ask for the information on these forms to carry out the Internal

Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are

complying with these laws and to allow us to figure and collect the right amount of tax.

We ask for the information on this form to carry out the Internal Revenue laws of the United States. Section 1446

generally imposes a withholding obligation on partnerships with effectively connected taxable income allocable to foreign

partners. These forms are used to report and pay the withholding tax required under section 1446.

You are required to provide this information. Section 6109 requires you to provide your identification number. We need

this information to ensure that you are complying with the Internal Revenue laws and to allow us to figure and collect the

right amount of tax. Failure to provide this information in a timely manner, or providing false information, may subject you

to penalties. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation,

10

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

and to cities, states, the District of Columbia, and U.S. commonwealths and territories for administration of their tax laws.

We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce

federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You aren’t required to provide the information requested on a form that is subject to the Paperwork Reduction Act

unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be

retained as long as their contents can become material in the administration of any Internal Revenue law. Generally, tax

returns and return information are confidential, as required by section 6103.

The time needed to complete and file this form will vary depending on individual circumstances. The estimated burden

for business taxpayers filing this form is approved under OMB control number 1545-0123.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler,

we’d be happy to hear from you. You can send us comments through IRS.gov/FormComments. Or, you can write to the

Internal Revenue Service, Tax Forms and Publications, 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224.

Don’t send the tax forms to this address. Instead, see Where To File, earlier.

Instr. for Forms 8804, 8805, and 8813 (Rev. 1-2026)

11