Form 8288 at a glance
20 daysafter the date of transfer to file Form 8288 and send the tax
15%general section 1445 rate on the amount realized
10%residence of $1 million or less, and section 1446(f)(1) transfers
21%certain section 1445(e) distributions (35% before January 1, 2018)
$300,000residence bought by individuals at or below this amount: no withholding
Onedisposition per Form 8288, and only one of Parts I to V
Line Amended: Amended return checkboxCheck the box at the top of the page if this Form 8288 is an amended return.Click to open the row in the table belowLine 1a: Name of buyer or other party responsible for withholdingThe withholding agent for the part you complete. Do not enter a title company or mortgage company unless it is the party actually responsible for withholding. The IRS contacts this person about underwithholding or penalties. A fiduciary lists its own name and the trust or estate.Click to open the row in the table belowLine 1b: U.S. taxpayer identification number (TIN)SSN for a U.S. individual, EIN for an entity, ITIN for a nonresident alien not eligible for an SSN. An individual still waiting for an ITIN files anyway, with the payment.Click to open the row in the table belowLine 1c to 1d: Street address; apt. or suite no.Home address of an individual or office address of an entity. Do not use a P.O. box.Click to open the row in the table belowLine 1e to 1h: City, state or province, country, ZIP or foreign postal codeComplete the address.Click to open the row in the table belowLine 1i: Phone numberOptional.Click to open the row in the table belowLine 2: Description and location of the property or partnership interestInclude substantial improvements (for example, a 12-unit apartment building). For corporate stock, give the class and amount; for a partnership interest, the type, class and percentage or units transferred.Click to open the row in the table belowLine 3: Date of transferThe first date consideration is paid or a liability is assumed. A QIE, domestic trust or estate, or large trust electing in Part II enters the date of distribution, as does a partnership in Part III that made a distribution.Click to open the row in the table belowLine 4: Date of withholding certificate or date of distributionParts I and II: the date the IRS issued a withholding certificate for this transfer. Part IV: the date of the distribution.Click to open the row in the table belowLine 5: Number of Forms 8288-A or 8288-C attachedCopies A and B of each Form 8288-A count as one form. In Part IV the count is always one.Click to open the row in the table belowPart I: Buyer or other transferee withholding under section 1445(a)Complete only one of Parts I through V.Click to open the row in the table belowLine 6: Amount subject to withholdingGenerally the amount realized: cash paid or to be paid, fair market value of other property, and liabilities assumed or to which the property is subject.Click to open the row in the table belowLine 7: Withholding tax liabilityEnter an amount on only one of lines 7a, 7b or 7c.Click to open the row in the table belowLine 7a: 10% (0.10)A residence with an amount realized over $300,000 but not over $1 million, and dispositions before February 17, 2016.Click to open the row in the table belowLine 7b: 15% (0.15)The general section 1445(a) rate, including a residence with an amount realized over $1 million.Click to open the row in the table belowLine 7c: Withholding at an adjusted amountReduced withholding: enter the adjusted amount, check the box and attach a copy of the withholding certificate.Click to open the row in the table belowLine 8: Amount withheldThe amount you actually withheld.Click to open the row in the table belowPart II: Entity subject to section 1445(e)Corporations, QIEs, trusts and estates making certain distributions or dispositions.Click to open the row in the table belowLine 9: Large trust election to withhold at distributionCheck if withholding comes from the election, available to trusts with more than 100 beneficiaries, to withhold on distribution instead of at transfer.Click to open the row in the table belowLine 10: Amount subject to withholdingFor example, the fair market value of property a domestic corporation distributes to a foreign shareholder.Click to open the row in the table belowLine 11: Withholding tax liabilityEnter an amount on only one of lines 11a, 11b, 11c or 11d.Click to open the row in the table belowLine 11a: 10% (0.10)Dispositions before February 17, 2016, subject to the 10% rate under section 1445(e).Click to open the row in the table belowLine 11b: 15% (0.15)Generally the rate for section 1445(e) transactions, such as section 1445(e)(3) distributions.Click to open the row in the table belowLine 11c: 21% (0.21) (or 35% (0.35) for distributions made before January 1, 2018)Section 1445(e)(1) trust and estate distributions, section 1445(e)(2) foreign corporation distributions and section 1445(e)(6) QIE distributions.Click to open the row in the table belowLine 11d: Withholding at an adjusted amountReduced withholding: enter the adjusted amount, check the box and attach the withholding certificate.Click to open the row in the table belowLine 12: Amount withheldThe amount you actually withheld.Click to open the row in the table belowPart III: Buyer or transferee withholding under section 1446(f)(1)Each separate transfer requires its own Form 8288.Click to open the row in the table belowLine 13: Amount subject to withholdingGenerally the transferor's amount realized, including the reduction in its share of partnership liabilities. A foreign partnership transferor may certify a modified amount realized.Click to open the row in the table belowLine 14: Withholding tax liabilityEnter an amount on line 14a or 14b, not both.Click to open the row in the table belowLine 14a: 10% (0.10)The general section 1446(f)(1) rate.Click to open the row in the table belowLine 14b: Withholding at an adjusted amountFor example, a certification of maximum tax liability, or 100% of the amount realized (without the liability decrease) when the transferee lacks the cash or the liability information.Click to open the row in the table belowLine 15: Amount withheldThe amount you actually withheld.Click to open the row in the table belowHover over a line for what goes on it; click to open its row in the table below. On a touch screen, tap the line to jump to the row.
Part IV: Partnership withholding under section 1446(f)(4)A separate Form 8288 for each distribution to the transferee partner, with only that distribution's Form 8288-C attached.Click to open the row in the table belowLine 16: Partnership distributionsCumulative figures for this and all prior distributions to the transferee that failed to withhold.Click to open the row in the table belowLine 16a: Total number of distributionsIncluding this one. Should equal the number of Forms 8288-C filed for the transferee for the transfer.Click to open the row in the table belowLine 16b: Total amount of distributionsShould equal box 5 of the Forms 8288-C filed, including this one.Click to open the row in the table belowLine 16c: Total amount of other withholdingWithholding under another provision, such as section 1441 or 1442. Should equal box 6 of the Forms 8288-C filed.Click to open the row in the table belowLine 17: Transferee's liability under section 1446(f)(1) (if known)Without regard to your section 1446(f)(4) withholding; generally 10% of the amount realized. Leave blank if you have no certification of withholding.Click to open the row in the table belowLine 18: Total amounts withheldTotal section 1446(f)(4) tax withheld on the transferee for this transfer; should equal box 5 of the Forms 8288-C filed.Click to open the row in the table belowPart V: Buyer or transferee claiming a refund of section 1446(f)(4) withholdingProcessed only if you previously filed Part III, or file this Form 8288 with Parts III and V both completed (then attach no Form 8288-A).Click to open the row in the table belowLine 19: Amount subject to withholdingThe amount subject to section 1446(f)(1) withholding on the transfer, generally the transferor's amount realized.Click to open the row in the table belowLine 20: Amount withheldTotal the partnership withheld under section 1446(f)(4). Attach Copy B of the Forms 8288-C.Click to open the row in the table belowLine 21: Withholding tax liabilityYour section 1446(f)(1) liability on line 21a or 21b, not both. Do not reduce it for 8288-A withholding, tax paid under an IRS notice or tax the transferor paid (such as on Form 4669); attach those documents instead.Click to open the row in the table belowLine 21a: 10% (0.10)Line 19 times 10%.Click to open the row in the table belowLine 21b: Withholding at an adjusted amountCheck the box; see line 14b for when adjusted amounts apply.Click to open the row in the table belowLine 22a: Amount of refund requestedThe excess of line 20 over line 21a or 21b. The IRS computes the interest you owe on line 21 and reduces the refund.Click to open the row in the table belowLine Sign Here: Signature of withholding agent, partner, fiduciary, or corporate officerSigned under penalties of perjury, with title and date.Click to open the row in the table belowLine Paid Preparer Use Only: Preparer's name, signature, PTIN and firm detailsAnyone paid to prepare Form 8288 generally must sign it and enter a PTIN.Click to open the row in the table belowIn this guide
Who files Form 8288
The filer is the withholding agent, which the instructions define by the part of the form it completes:
- Part I: the buyer or other transferee of a U.S. real property interest (USRPI) acquired from a foreign person, liable under section 1445(a).
- Part II: a corporation, qualified investment entity (QIE) or fiduciary required to withhold under section 1445(e), for example a domestic corporation redeeming stock from a foreign shareholder whose interest is a USRPI.
- Part III: the buyer or other transferee of a partnership interest liable under section 1446(f)(1), including a partnership that makes a distribution resulting in gain under section 731. The rule applies when the foreign transferor realizes a gain and any part of it would be treated under section 864(c)(8) as effectively connected with a U.S. trade or business.
- Part IV: a partnership withholding under section 1446(f)(4) on distributions to a transferee that failed to withhold under section 1446(f)(1), for transfers of non-PTP interests on or after January 1, 2023. Form 8288-C, not 8288-A, is attached.
- Part V: a transferee claiming a refund of section 1446(f)(4) withholding.
The buyer, not the closing agent, is the withholding agent. In the instructions' example, a settlement agent withholds 15% at closing, yet “Beyond Corp, not the settlement agent, is the withholding agent” and must complete Forms 8288 and 8288-A. Joint transferees are each obligated to withhold, but the obligation is met if one of them withholds and pays over the full amount.
No Form 8288 is needed when the IRS issues a withholding certificate that excuses withholding, or when an exception applies, such as a certification of nonforeign status. A valid Form W-9 from the transferor counts as that certification. A certificate that only reduces withholding still requires the return. Do not use Forms 8288 and 8288-A for transfers of publicly traded partnership (PTP) interests under section 1446(f)(1), PTP distributions under section 1446(a), QIE dividends to nonresident aliens or foreign corporations attributable to USRPI gains, or gain distributions from a regularly traded trust; those go on Forms 1042 and 1042-S.
Line by line
| Line | What it is | Notes |
|---|---|---|
| Amended | Amended return checkbox | Check the box at the top of the page if this Form 8288 is an amended return. |
| 1a | Name of buyer or other party responsible for withholding | The withholding agent for the part you complete. Do not enter a title company or mortgage company unless it is the party actually responsible for withholding. The IRS contacts this person about underwithholding or penalties. A fiduciary lists its own name and the trust or estate. |
| 1b | U.S. taxpayer identification number (TIN) | SSN for a U.S. individual, EIN for an entity, ITIN for a nonresident alien not eligible for an SSN. An individual still waiting for an ITIN files anyway, with the payment. |
| 1cto1d | Street address; apt. or suite no. | Home address of an individual or office address of an entity. Do not use a P.O. box. |
| 1eto1h | City, state or province, country, ZIP or foreign postal code | Complete the address. |
| 1i | Phone number | Optional |
| 2 | Description and location of the property or partnership interest | Include substantial improvements (for example, a 12-unit apartment building). For corporate stock, give the class and amount; for a partnership interest, the type, class and percentage or units transferred. |
| 3 | Date of transfer | The first date consideration is paid or a liability is assumed. A QIE, domestic trust or estate, or large trust electing in Part II enters the date of distribution, as does a partnership in Part III that made a distribution. |
| 4 | Date of withholding certificate or date of distribution | Parts I and II: the date the IRS issued a withholding certificate for this transfer. Part IV: the date of the distribution. |
| 5 | Number of Forms 8288-A or 8288-C attached | Copies A and B of each Form 8288-A count as one form. In Part IV the count is always one. |
| Part I | Buyer or other transferee withholding under section 1445(a) | Complete only one of Parts I through V. |
| 6 | Amount subject to withholding | Generally the amount realized: cash paid or to be paid, fair market value of other property, and liabilities assumed or to which the property is subject. |
| 7 | Withholding tax liability | Enter an amount on only one of lines 7a, 7b or 7c. |
| 7a | 10% (0.10) | A residence with an amount realized over $300,000 but not over $1 million, and dispositions before February 17, 2016. |
| 7b | 15% (0.15) | The general section 1445(a) rate, including a residence with an amount realized over $1 million. |
| 7c | Withholding at an adjusted amount | Reduced withholding: enter the adjusted amount, check the box and attach a copy of the withholding certificate. |
| 8 | Amount withheld | The amount you actually withheld. |
| Part II | Entity subject to section 1445(e) | Corporations, QIEs, trusts and estates making certain distributions or dispositions. |
| 9 | Large trust election to withhold at distribution | CheckboxCheck if withholding comes from the election, available to trusts with more than 100 beneficiaries, to withhold on distribution instead of at transfer. |
| 10 | Amount subject to withholding | For example, the fair market value of property a domestic corporation distributes to a foreign shareholder. |
| 11 | Withholding tax liability | Enter an amount on only one of lines 11a, 11b, 11c or 11d. |
| 11a | 10% (0.10) | Dispositions before February 17, 2016, subject to the 10% rate under section 1445(e). |
| 11b | 15% (0.15) | Generally the rate for section 1445(e) transactions, such as section 1445(e)(3) distributions. |
| 11c | 21% (0.21) (or 35% (0.35) for distributions made before January 1, 2018) | Section 1445(e)(1) trust and estate distributions, section 1445(e)(2) foreign corporation distributions and section 1445(e)(6) QIE distributions. |
| 11d | Withholding at an adjusted amount | Reduced withholding: enter the adjusted amount, check the box and attach the withholding certificate. |
| 12 | Amount withheld | The amount you actually withheld. |
| Part III | Buyer or transferee withholding under section 1446(f)(1) | Each separate transfer requires its own Form 8288. |
| 13 | Amount subject to withholding | Generally the transferor's amount realized, including the reduction in its share of partnership liabilities. A foreign partnership transferor may certify a modified amount realized. |
| 14 | Withholding tax liability | Enter an amount on line 14a or 14b, not both. |
| 14a | 10% (0.10) | The general section 1446(f)(1) rate. |
| 14b | Withholding at an adjusted amount | For example, a certification of maximum tax liability, or 100% of the amount realized (without the liability decrease) when the transferee lacks the cash or the liability information. |
| 15 | Amount withheld | The amount you actually withheld. |
| Part IV | Partnership withholding under section 1446(f)(4) | A separate Form 8288 for each distribution to the transferee partner, with only that distribution's Form 8288-C attached. |
| 16 | Partnership distributions | Cumulative figures for this and all prior distributions to the transferee that failed to withhold. |
| 16a | Total number of distributions | Including this one. Should equal the number of Forms 8288-C filed for the transferee for the transfer. |
| 16b | Total amount of distributions | Should equal box 5 of the Forms 8288-C filed, including this one. |
| 16c | Total amount of other withholding | Withholding under another provision, such as section 1441 or 1442. Should equal box 6 of the Forms 8288-C filed. |
| 17 | Transferee's liability under section 1446(f)(1) (if known) | Without regard to your section 1446(f)(4) withholding; generally 10% of the amount realized. Leave blank if you have no certification of withholding. |
| 18 | Total amounts withheld | Total section 1446(f)(4) tax withheld on the transferee for this transfer; should equal box 5 of the Forms 8288-C filed. |
| Part V | Buyer or transferee claiming a refund of section 1446(f)(4) withholding | Processed only if you previously filed Part III, or file this Form 8288 with Parts III and V both completed (then attach no Form 8288-A). |
| 19 | Amount subject to withholding | The amount subject to section 1446(f)(1) withholding on the transfer, generally the transferor's amount realized. |
| 20 | Amount withheld | Total the partnership withheld under section 1446(f)(4). Attach Copy B of the Forms 8288-C. |
| 21 | Withholding tax liability | Your section 1446(f)(1) liability on line 21a or 21b, not both. Do not reduce it for 8288-A withholding, tax paid under an IRS notice or tax the transferor paid (such as on Form 4669); attach those documents instead. |
| 21a | 10% (0.10) | CalculatedLine 19 times 10%. |
| 21b | Withholding at an adjusted amount | Check the box; see line 14b for when adjusted amounts apply. |
| 22a | Amount of refund requested | The excess of line 20 over line 21a or 21b. The IRS computes the interest you owe on line 21 and reduces the refund. |
| 22b | Routing number | New in this revision for direct deposit. Must be nine digits. |
| 22c | Type: Checking or Savings | Check one box only; leave blank if unknown. |
| 22d | Account number | Up to 17 characters, numbers and letters. Include hyphens; omit spaces and special symbols. |
| Sign Here | Signature of withholding agent, partner, fiduciary, or corporate officer | Signed under penalties of perjury, with title and date. |
| Paid Preparer Use Only | Preparer's name, signature, PTIN and firm details | Anyone paid to prepare Form 8288 generally must sign it and enter a PTIN. |
Due dates
| What | Due | Notes |
|---|---|---|
| Form 8288 and the tax withheld | 20th day after the date of transfer | Applies to Parts I and III. Copies A and B of each Form 8288-A go with it. |
| Pending withholding certificate application | 20th day after the IRS mails the certificate or notice of denial | You must still withhold at transfer. If the main purpose of the application was delay, interest and penalties run from the 21st day after transfer. |
| Domestic trust or estate distribution (section 1445(e)(1))IRC 1445Internal Revenue Code, Cornell LII | Within 20 days of the date of distribution | Withholding from the USRPI account paid over to the IRS. |
| Section 1446(f)(4) partnership withholding | 20th day after the date of the distribution | One Form 8288 per distribution, with Copy A of Form 8288-C. |
| Late notice of a false certification | 20th day after each later payment | Withhold from remaining payments until the full 15% is paid over. |
| Notice of nonrecognition copy | 20th day after the date of transfer | Send a copy, with a cover letter giving your name, address and TIN, to the Ogden Service Center. |
| Treaty certification (section 1446(f)(1) exception 6) | Within 30 days after the date of transfer | Mail a copy of the certification to the IRS with a cover letter. |
| Joint foreign transferors' credit request | 10th day after the date of transfer | Otherwise the withholding is credited evenly among the foreign transferors. |
| Certifications of nonforeign status | Keep 5 years after the year of transfer | Record retention, not a filing. |
Deposits
The tax is paid with the return. The instructions say to send Form 8288 “with the amount withheld”, together with Copies A and B of each Form 8288-A (or Copy A of Form 8288-C for Part IV), to the Ogden Service Center, P.O. Box 409101, Ogden, UT 84409. The deadline for both is the 20th day after the date of transfer (or after the distribution for Part IV).
Under section 1445 you must withhold the full amount at the first installment payment. If that payment lacks enough cash or liquid assets, you may obtain a withholding certificate from the IRS (see Form 8288-B). The IRS normally acts on a complete withholding certificate application by the 90th day after it is received.
Penalties
The instructions list the same penalties for each type of withholding:
- Section 6651: penalties for failure to file Form 8288 when due and for failure to pay the withholding when due.
- Liability for the tax: if you are required to withhold but do not, the tax, including interest, may be collected from you.
- Section 7202: a penalty of up to $10,000 for willful failure to collect and pay over the tax.
- Section 6672: corporate officers or other responsible persons (for Part IV, the general partners) may owe a penalty equal to the amount that should have been withheld and paid over.
For section 1446(f)(1), the instructions also point to Treas. Reg. 1.1461-3 for other penalties. A buyer who relies on the residence exception but does not actually use the property as a residence may have the tax collected from it. An agent who knows a certification is false and fails to notify the buyer is liable, but only up to its compensation from the transaction.
Corrections
To correct a filed return, file a new Form 8288 and check the amended return box at the top of page 1. The instructions give no other amendment steps. Keep the one-disposition rule: “Report only one disposition on each Form 8288 filed.”
If you missed the deadline for a certification or notice (such as a notice of nonrecognition) and had reasonable cause, Rev. Proc. 2008-27 offers relief. File the document with the right person or the IRS, marked “FILED PURSUANT TO REV. PROC. 2008-27.” at the top, with an explanation of the reasonable cause, and send it to the Ogden Service Center.
If you get a late notice that a seller's certification of nonforeign status is false, you do not withhold on consideration already paid. You withhold from the remaining payments until the full 15% is paid over, and report each payment by the 20th day after it is made.
Where it goes wrong
- Naming the title company. “Do not enter the name, address, or TIN of a title company, mortgage company, etc., unless it happens to be the actual person or entity responsible for withholding.”
- More than one part or disposition. “Complete only one part of Parts I through V.” Each Form 8288 reports one disposition, and each section 1446(f)(1) transfer needs its own return.
- Using the residence rates for a non-individual buyer. The 10% and $300,000 residence rules do not apply if the actual buyer is not an individual, even if the property is bought for one.
- Skipping the return after a reduced certificate. Only a withholding certificate that excuses withholding removes the filing. A certificate that reduces it means you file and attach a copy to the return.
- Not filing because the seller has no TIN. You must still file Forms 8288 and 8288-A. The IRS does not release a stamped Copy B until the seller provides a TIN.
- Counting copies on line 5. “Copies A and B of each Form 8288-A should be counted as one form.”
- Applying both regimes to one partnership transfer. If sections 1445(e)(5) and 1446(f)(1) could both apply, the transfer follows section 1445 only, unless the transferor applied for a withholding certificate under the last sentence of Treas. Reg. 1.1445-11T(d)(1). Then you withhold the greater amount.
Questions people ask about Form 8288
The title company withheld at closing. Who files Form 8288?
The buyer. In the instructions' example the settlement agent withholds 15%, but the buyer is the withholding agent and must complete Forms 8288 and 8288-A. Line 1a shows the party actually responsible for withholding.
Does a Form W-9 from the seller end the withholding?
Generally yes. A certification of nonforeign status, which includes a valid Form W-9, means no section 1445 withholding unless you know it is false or an agent tells you it is false. The instructions say to keep it for 5 years after the year of transfer. A valid W-9 also satisfies the first section 1446(f)(1) exception for partnership interests.
We do not have the seller's TIN. Do we still file?
Yes. File Forms 8288 and 8288-A anyway. The IRS will not send the seller a stamped Copy B until it has the TIN; it writes to the seller asking for one.
The seller applied for a withholding certificate before closing. When is Form 8288 due?
You still withhold at transfer, but you file and pay by the 20th day after the IRS mails the certificate or notice of denial. If the application was filed mainly to delay payment, interest and penalties run from the 21st day after transfer.
Is Form 8288 used for sales of publicly traded partnership interests?
No. Transfers of PTP interests under section 1446(f)(1), and PTP distributions under section 1446(a), are reported on Forms 1042 and 1042-S. Form 8288 Part III covers transfers of non-PTP partnership interests.
Other employer, withholding and ACA forms
Payroll and employment tax returns: W-4 · 941 · 941-X · 944 · 943 · 940 · W-2 · W-3 · W-2c · 8027
Withholding returns: 945
Foreign withholding and FATCA returns: 1042 · 1042-T · 8966 · 8804 · 8805 · 8813 · 8288-A
Health coverage (ACA) returns: 1095-C · 1094-C · 1095-B · 1094-B
Paper transmittal: 1096
These forms on the comparison table · Information returns (1099 series)
Sources: Form 8288 (Rev. January 2026); Form 8288-A (Rev. January 2023); Instructions for Form 8288 (Rev. January 2026, dated Nov. 4, 2025).