IRS · Official form

Form 8804, Annual Return for Partnership Withholding Tax (Section 1446)

Form 8804 is the annual return a partnership files to report the withholding tax it owes on effectively connected income allocated to foreign partners. Fill in the official IRS PDF below and download it.

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What is 8804?

Under section 1446, a partnership with income effectively connected to a U.S. trade or business must withhold tax on the share of that income allocable to its foreign partners, whether or not it actually distributes cash. Form 8804 totals the partnership’s effectively connected taxable income allocable to foreign partners, computes the section 1446 tax at the applicable rates, and reconciles it against the installment payments made during the year with Form 8813.

Form 8804 also acts as the transmittal for Forms 8805, the per-partner statements showing each foreign partner’s share of income and withheld tax. The return is filed separately from the partnership’s Form 1065, and a Schedule A (Form 8804) may be needed to figure any penalty for underpaying the installments.

Who files 8804?

U.S. partnerships with effectively connected taxable income allocable to foreign partners
Foreign partnerships engaged in a U.S. trade or business with foreign partners
Limited liability companies taxed as partnerships that have foreign members
Withholding agents responsible for a partnership’s section 1446 obligations

How to fill out 8804

Enter the partnership’s name, EIN, and address, and the withholding agent’s information if different.
Report the effectively connected taxable income allocable to foreign partners, broken out by the income categories on the form.
Compute the section 1446 tax at the rates that apply to each category of income and partner type.
Credit the installment payments made during the year with Forms 8813, plus any amounts withheld by other partnerships or under other regimes.
Attach Copy A of each Form 8805, sign the return, download the PDF, and file it by the due date in the instructions with any balance due.

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Page 1 41 fields

For calendar year 20

, or tax year beginning

, 20. 2 digit year. , 20

, and ending

, 20. 2 digit year. , 20

Check this box if the partnership keeps its records and books of account outside the United States and Puerto Rico.

1a Name of partnership

b U.S. employer identification number (EIN)

c Number and street. If a P.O. box, see instructions.

d Room or suite no.

e City or town

f State or province

g Country

h ZIP or foreign postal code

2a Name of withholding agent. If partnership is also the withholding agent, enter “SAME” and don’t complete lines 2b through 2h.

b Withholding agent’s U.S. EIN

c Number and street. If a P.O. box, see instructions.

d Room or suite no.

e City or town

f State or province

g Country

h ZIP or foreign postal code

Part I I I. Section 1446 Tax Liability and Payments. 3a. Enter number of foreign partners.

3b. Enter number of Forms 8805 attached to this Form 8804.

3c. Enter number of Forms 8804-C attached to Forms 8805.

4. Total effectively connected taxable income (E C T I) allocable to foreign partners. See instructions. a. Total E C T I allocable to

4b. Open parenthesis. Reduction to line 4a for state and local taxes under Regulations section 1.1446-6(c)(1)(i i i). Close parenthesis.

4c. Open parenthesis. Reduction to line 4a for certified foreign partner-level items submitted using Form 8804-C. Close parenthesis.

4d. Combine lines 4a, 4b, and 4c.

4e. Total E C T I allocable to non-corporate partners other than on lines 4i, 4m, and 4q.

4f. Open parenthesis. Reduction to line 4e for state and local taxes under Regulations section 1.1446-6(c)(1)(i i i). Close parenthesis.

4g. Open parenthesis. Reduction to line 4e for certified foreign partner-level items submitted using Form 8804-C. Close parenthesis.

4h. Combine lines 4e, 4f, and 4g.

4i. 28% rate gain allocable to non-corporate partners.

4j. Open parenthesis. Reduction to line 4i for state and local taxes under Regulations section 1.1446-6(c)(1)(i i i). Close parenthesis.

4k. Open parenthesis. Reduction to line 4i for certified foreign partner-level items submitted using Form 8804-C. Close parenthesis.

4l. Combine lines 4i, 4j, and 4k.

4m. Unrecaptured section 1250 gain allocable to non-corporate partners.

4n. Open parenthesis. Reduction to line 4m for state and local taxes under Regulations section 1.1446-6(c)(1)(i i i). Close parenthesis.

4o. Open parenthesis. Reduction to line 4m for certified foreign partner-level items submitted using Form 8804-C. Close parenthesis.

4p. Combine lines 4m, 4n, and 4o.

Page 2 40 fields

Page 2. 4q. Adjusted net capital gain (including qualified dividend income and net section 1231 gain) allocable to non-corporate partners.

4r. Open parenthesis. Reduction to line 4q for state and local taxes under Regulations section 1.1446-6(c)(1)(i i i). Close parenthesis.

4s. Open parenthesis. Reduction to line 4q for certified foreign partner-level items submitted using Form 8804-C. Close parenthesis.

4t. Combine lines 4q, 4r, and 4s.

5. Gross section 1446 tax liability: a. Multiply line 4d by 21% (0.21).

5b. Multiply line 4h by 37% (0.37).

5c. Multiply line 4l by 28% (0.28).

5d. Multiply line 4p by 25% (0.25).

5e. Multiply line 4t by 20% (0.20).

5f. Add lines 5a through 5e.

6a. Payments of section 1446 tax made by the partnership identified on line 1a during its tax year (or with a request for an extension of

6b. Section 1446 tax paid or withheld by another partnership in which the partnership identified on line 1a was a partner during the tax

6c. Section 1446 tax paid or withheld by another partnership in which the partnership identified on line 1a was a partner during the tax

6d. Section 1445(a) or 1445(e)(1) tax withheld from or paid by the partnership identified on line 1a during the tax year for a disposition

6e. Section 1445(e) tax withheld from the partnership identified on line 1a during the tax year for a disposition of a U.S. real property

6f. Section 1446(f)(1) tax withheld from the partnership identified on line 1a for a disposition of an interest in a partnership engaged in

6g. Section 1446(f)(1) tax withheld from the partnership identified on line 1a for a disposition of an interest in a partnership engaged in

7. Total payments. Add lines 6a through 6g.

8. Estimated tax penalty. Check if Schedule A (Form 8804) is attached. See instructions.

8. Amount.

9. Add lines 5f and 8.

10. Balance due. If line 7 is smaller than line 9, subtract line 7 from line 9. For details on how to pay, go to www.irs.gov/Payments or

11. Overpayment. If line 7 is more than line 9, subtract line 9 from line 7.

12. Amount of line 11 reported on Form(s) 8805 as allocated to partners.

13. Net overpayment. Subtract line 12 from line 11.

14a. Refund. Amount, if any, of line 13 you want to be refunded to you.

Complete lines 14b, 14c, and 14d. 14b. Routing number.

Checking

Savings

14d. Account number.

15. Amount of line 13 to be credited to next year's Form 8804. Subtract line 14a from line 13.

Title

Date.

Preparer’s name

Check if self-employed.

PTIN

Firm’s name

Firm’s address

Firm’s EIN

Phone no.

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Frequently asked questions

Does the partnership have to withhold even if it made no distributions?

Yes. Section 1446 withholding is based on the foreign partner’s allocable share of effectively connected taxable income, not on cash actually paid out. The tax is due even in years with no distributions.

How do Forms 8804, 8805, and 8813 fit together?

Form 8813 is the voucher used to pay quarterly installments during the year. Form 8805 is the annual statement prepared for each foreign partner. Form 8804 is the annual return that totals everything and transmits the Forms 8805 to the IRS.

Is Form 8804 filed with Form 1065?

No. It is a separate return with its own due date and its own mailing address, listed in the Form 8804 instructions. The partnership still files Form 1065 as usual.

Form 8804, Annual Return for Partnership Withholding Tax (Section 1446)

What is 8804?

Who files 8804?

How to fill out 8804

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Frequently asked questions

Related forms

Form 8805, Foreign Partner’s Information Statement of Section 1446 Withholding Tax

Form 8813, Partnership Withholding Tax Payment Voucher (Section 1446)

Form 1065, U.S. Return of Partnership Income