Part I: PartnershipLines 1a to 1h identify the partnership.Click to open the row in the table belowLine 1a: Name of partnershipLegal name of the partnership.Click to open the row in the table belowPart II: Withholding AgentLines 2a to 2h identify a withholding agent other than the partnership.Click to open the row in the table belowLine 2a: Name of withholding agentEnter “SAME” if the partnership is also the withholding agent, and skip lines 2b to 2h.Click to open the row in the table belowPart III: Section 1446 Tax Liability and PaymentsLines 3a to 15: partner counts, ECTI by rate category, gross tax, credits, balance due or overpayment.Click to open the row in the table belowLine 3a: Number of foreign partnersCount of foreign partners.Click to open the row in the table belowLine 3b: Number of Forms 8805 attachedTotal number of Forms 8805, Copy A, attached to Form 8804.Click to open the row in the table belowLine 3c: Number of Forms 8804-C attached to Forms 8805Forms 8804-C the partnership relied on to reduce the tax.Click to open the row in the table belowLine 3d: Total effectively connected gross income (ECGI) allocable to foreign partnersThis gross income figure triggers the filing requirement even when ECTI is zero.Click to open the row in the table belowLine 4a: Total ECTI allocable to corporate partnersFigured under the ECTI definition in the instructions. Net losses are netted against the matching category; do not enter a negative number on 4a, 4e, 4i, 4m or 4q.Click to open the row in the table belowLine 4b: Reduction to 4a for state and local taxesUnder Treas. Reg. 1.1446-6(c)(1)(iii): 90% of state and local income taxes the partnership withholds and remits for the partner on its share of ECTI.Click to open the row in the table belowLine 4c: Reduction to 4a for Form 8804-C itemsCertified foreign partner-level deductions and losses submitted on Form 8804-C.Click to open the row in the table belowLine 4d: Combine 4a, 4b and 4cNet corporate ECTI, taxed at 21% on line 5a.Click to open the row in the table belowLine 4e: Total ECTI allocable to non-corporate partners (other than 4i, 4m and 4q)Ordinary ECTI of non-corporate foreign partners.Click to open the row in the table belowLine 4f: Reduction to 4e for state and local taxesSame rule as 4b.Click to open the row in the table belowLine 4g: Reduction to 4e for Form 8804-C itemsSame rule as 4c.Click to open the row in the table belowLine 4h: Combine 4e, 4f and 4gTaxed at 37% on line 5b.Click to open the row in the table belowLine 4i: 28% rate gain allocable to non-corporate partnersEnter preferential-rate categories on 4i, 4m and 4q only if appropriate documentation is received and the partner would be entitled to the preferential rate.Click to open the row in the table belowLine 4j: Reduction to 4i for state and local taxesNetting rules under section 1(h) and Notice 97-59 decide which category a reduction offsets.Click to open the row in the table belowLine 4k: Reduction to 4i for Form 8804-C itemsSame netting rules.Click to open the row in the table belowLine 4l: Combine 4i, 4j and 4kTaxed at 28% on line 5c.Click to open the row in the table belowLine 4m: Unrecaptured section 1250 gain allocable to non-corporate partnersPreferential category; see 4i.Click to open the row in the table belowLine 4n: Reduction to 4m for state and local taxesSame rule as 4b.Click to open the row in the table belowLine 4o: Reduction to 4m for Form 8804-C itemsSame rule as 4c.Click to open the row in the table belowLine 4p: Combine 4m, 4n and 4oTaxed at 25% on line 5d.Click to open the row in the table belowLine 4q: Adjusted net capital gain allocable to non-corporate partnersIncludes qualified dividend income and net section 1231 gain. A gain treated as short-term capital gain under section 1061 does not get the preferential rate.Click to open the row in the table belowLine 4r: Reduction to 4q for state and local taxesSame rule as 4b.Click to open the row in the table belowLine 4s: Reduction to 4q for Form 8804-C itemsSame rule as 4c.Click to open the row in the table belowLine 4t: Combine 4q, 4r and 4sTaxed at 20% on line 5e.Click to open the row in the table belowLine 5a: Line 4d times 21%Corporate partners.Click to open the row in the table belowLine 5b: Line 4h times 37%Non-corporate ordinary ECTI.Click to open the row in the table belowLine 5c: Line 4l times 28%28% rate gain.Click to open the row in the table belowLine 5d: Line 4p times 25%Unrecaptured section 1250 gain.Click to open the row in the table belowLine 5e: Line 4t times 20%Adjusted net capital gain.Click to open the row in the table belowLine 5f: Gross section 1446 tax liabilityAdd lines 5a through 5e.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.
Line 6b: Tax withheld by a lower-tier partnership (Form 8805)For an upper-tier partnership: the amount on line 10 of the Form 8805 it received. Attach the Form 8805.Click to open the row in the table belowLine 6c: Tax withheld by a lower-tier PTP (Form 1042-S)Form 1042-S box 7a, with income code 27 in box 1. Attach the Form 1042-S.Click to open the row in the table belowLine 6d: Section 1445(a) or 1445(e)(1) tax (Form 8288-A)For a partnership treated as a foreign person that disposed of a U.S. real property interest, to the extent allocable to foreign partners. Form 8288-A box 4, with box 5a checked. Attach it.Click to open the row in the table belowLine 6e: Section 1445(e) tax (Form 1042-S)Tax withheld on a distribution by a domestic trust for its disposition of a U.S. real property interest. Form 1042-S box 7a, income code 25 or 26. Attach it.Click to open the row in the table belowLine 6f: Section 1446(f)(1) tax on a non-PTP interest (Form 8288-A)Tax withheld from the partnership on its transfer of an interest in a non-PTP engaged in a U.S. trade or business, to the extent allocable to foreign partners. Form 8288-A box 4, with box 5b checked. Attach it.Click to open the row in the table belowLine 6g: Section 1446(f)(1) tax on a PTP interest (Form 1042-S)Same credit for a transfer of a PTP interest. Form 1042-S box 7a, income code 57. Attach it.Click to open the row in the table belowLine 7: Total paymentsAdd lines 6a through 6g.Click to open the row in the table belowLine 8: Estimated tax penaltyCheck the box if Schedule A (Form 8804) is attached and enter the penalty for missed or short installments. Without Schedule A, the IRS figures the penalty without regard to the Schedule A exceptions.Click to open the row in the table belowLine 9: Add lines 5f and 8Total tax and penalty.Click to open the row in the table belowLine 10: Balance dueIf line 7 is smaller than line 9. The IRS recommends paying electronically, including through EFTPS.Click to open the row in the table belowLine 11: OverpaymentIf line 7 is more than line 9.Click to open the row in the table belowLine 12: Overpayment allocated to partnersThe part of line 11 the partnership allocates to its partners. Include each partner's share in line 10 of that partner's Form 8805.Click to open the row in the table belowLine 13: Net overpaymentLine 11 minus line 12.Click to open the row in the table belowLine 14a: RefundAmount of line 13 to be refunded. Complete 14b to 14d for direct deposit.Click to open the row in the table belowLine 14b: Routing numberMust be nine digits.Click to open the row in the table belowLine 14c: Account typeCheck checking or savings, not both. Leave blank if unknown.Click to open the row in the table belowLine 14d: Account numberUp to 17 characters (numbers and letters). Include hyphens; omit spaces and special symbols.Click to open the row in the table belowLine 15: Credit to next year's Form 8804Line 13 minus line 14a.Click to open the row in the table belowLine Sign Here: SignatureSigned by a partner or LLC member the partnership designates.Click to open the row in the table belowLine Paid Preparer Use Only: Paid preparerA paid preparer signs, enters a PTIN (not an SSN), and gives the partnership a copy. Leave blank if a partner or LLC member completed the form.Click to open the row in the table belowWho files Form 8804
“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, or a person it designates, files even when it owes no section 1446 tax. A foreign or domestic partnership with ECTI allocable to a foreign partner must pay a withholding tax at the applicable percentage of that ECTI. The rule does not apply to a partnership treated as a corporation under section 7704(a).
Form 8804 reports the total section 1446 liability for the partnership's tax year, and “Form 8804 is also a transmittal form for Form(s) 8805.” Attach Copy A of each Form 8805, and any Forms 8804-C the partnership relied on. Installments made during the year with Form 8813 or through EFTPS are credited on line 6a.
A foreign partner is any partner that is not a U.S. person under section 7701(a)(30). The partnership can establish status with a W-8 form (W-8BEN-E, W-8BEN, W-8ECI, W-8EXP or W-8IMY), a Form W-9, an acceptable substitute, or other means. If no certification is provided, it can presume the partner is foreign. A partnership that relies on other means and wrongly treats a partner as not foreign is liable for the tax, penalties and interest.
A PTP does not use this form. It withholds on distributions of effectively connected income to foreign partners and reports on Form 1042, Form 1042-S and Form 1042-T instead. FDAP income taxed under section 871(a) or 881 is not ECTI; it is withheld on under sections 1441 and 1442.
Line by line
| Line | What it is | Notes |
|---|---|---|
| Header | Tax year and records box | Calendar year or fiscal year dates. Check the box if the partnership keeps its records and books of account outside the United States and Puerto Rico; this moves the due date to the 15th day of the 6th month. |
| Part I | Partnership | Lines 1a to 1h identify the partnership. |
| 1a | Name of partnership | Legal name of the partnership. |
| 1b | U.S. employer identification number (EIN) | A partnership without an EIN must get one. Apply at IRS.gov/EIN, or by phone at 267-941-1099 if the principal place of business is outside the United States. |
| 1cto1h | Partnership address | Street, room or suite, city, state or province, country and ZIP or foreign postal code. Use a P.O. box only if the post office does not deliver to the street address; do not abbreviate a foreign country name. |
| Part II | Withholding Agent | Lines 2a to 2h identify a withholding agent other than the partnership. |
| 2a | Name of withholding agent | Enter “SAME” if the partnership is also the withholding agent, and skip lines 2b to 2h. |
| 2b | Withholding agent's U.S. EIN | Required only when the withholding agent is not the partnership. |
| 2cto2h | Withholding agent's address | Same address rules as Part I. |
| Part III | Section 1446 Tax Liability and Payments | Lines 3a to 15: partner counts, ECTI by rate category, gross tax, credits, balance due or overpayment. |
| 3a | Number of foreign partners | Count of foreign partners. |
| 3b | Number of Forms 8805 attached | Total number of Forms 8805, Copy A, attached to Form 8804. |
| 3c | Number of Forms 8804-C attached to Forms 8805 | Forms 8804-C the partnership relied on to reduce the tax. |
| 3d | Total effectively connected gross income (ECGI) allocable to foreign partners | This gross income figure triggers the filing requirement even when ECTI is zero. |
| 4a | Total ECTI allocable to corporate partners | Figured under the ECTI definition in the instructions. Net losses are netted against the matching category; do not enter a negative number on 4a, 4e, 4i, 4m or 4q. |
| 4b | Reduction to 4a for state and local taxes | Under Treas. Reg. 1.1446-6(c)(1)(iii): 90% of state and local income taxes the partnership withholds and remits for the partner on its share of ECTI. |
| 4c | Reduction to 4a for Form 8804-C items | Certified foreign partner-level deductions and losses submitted on Form 8804-C. |
| 4d | Combine 4a, 4b and 4c | Net corporate ECTI, taxed at 21% on line 5a. |
| 4e | Total ECTI allocable to non-corporate partners (other than 4i, 4m and 4q) | Ordinary ECTI of non-corporate foreign partners. |
| 4f | Reduction to 4e for state and local taxes | Same rule as 4b. |
| 4g | Reduction to 4e for Form 8804-C items | Same rule as 4c. |
| 4h | Combine 4e, 4f and 4g | Taxed at 37% on line 5b. |
| 4i | 28% rate gain allocable to non-corporate partners | Enter preferential-rate categories on 4i, 4m and 4q only if appropriate documentation is received and the partner would be entitled to the preferential rate. |
| 4j | Reduction to 4i for state and local taxes | Netting rules under section 1(h) and Notice 97-59 decide which category a reduction offsets. |
| 4k | Reduction to 4i for Form 8804-C items | Same netting rules. |
| 4l | Combine 4i, 4j and 4k | Taxed at 28% on line 5c. |
| 4m | Unrecaptured section 1250 gain allocable to non-corporate partners | Preferential category; see 4i. |
| 4n | Reduction to 4m for state and local taxes | Same rule as 4b. |
| 4o | Reduction to 4m for Form 8804-C items | Same rule as 4c. |
| 4p | Combine 4m, 4n and 4o | Taxed at 25% on line 5d. |
| 4q | Adjusted net capital gain allocable to non-corporate partners | Includes qualified dividend income and net section 1231 gain. A gain treated as short-term capital gain under section 1061 does not get the preferential rate. |
| 4r | Reduction to 4q for state and local taxes | Same rule as 4b. |
| 4s | Reduction to 4q for Form 8804-C items | Same rule as 4c. |
| 4t | Combine 4q, 4r and 4s | Taxed at 20% on line 5e. |
| 5a | Line 4d times 21% | Corporate partners. |
| 5b | Line 4h times 37% | Non-corporate ordinary ECTI. |
| 5c | Line 4l times 28% | 28% rate gain. |
| 5d | Line 4p times 25% | Unrecaptured section 1250 gain. |
| 5e | Line 4t times 20% | Adjusted net capital gain. |
| 5f | Gross section 1446 tax liability | Add lines 5a through 5e. |
| 6a | Payments by the partnership | Section 1446 payments made during the tax year (Forms 8813 or EFTPS), any payment with an extension request, and the credit from the prior year's Form 8804. |
| 6b | Tax withheld by a lower-tier partnership (Form 8805) | For an upper-tier partnership: the amount on line 10 of the Form 8805 it received. Attach the Form 8805. |
| 6c | Tax withheld by a lower-tier PTP (Form 1042-S) | Form 1042-S box 7a, with income code 27 in box 1. Attach the Form 1042-S. |
| 6d | Section 1445(a) or 1445(e)(1) tax (Form 8288-A) | For a partnership treated as a foreign person that disposed of a U.S. real property interest, to the extent allocable to foreign partners. Form 8288-A box 4, with box 5a checked. Attach it. |
| 6e | Section 1445(e) tax (Form 1042-S) | Tax withheld on a distribution by a domestic trust for its disposition of a U.S. real property interest. Form 1042-S box 7a, income code 25 or 26. Attach it. |
| 6f | Section 1446(f)(1) tax on a non-PTP interest (Form 8288-A) | Tax withheld from the partnership on its transfer of an interest in a non-PTP engaged in a U.S. trade or business, to the extent allocable to foreign partners. Form 8288-A box 4, with box 5b checked. Attach it. |
| 6g | Section 1446(f)(1) tax on a PTP interest (Form 1042-S) | Same credit for a transfer of a PTP interest. Form 1042-S box 7a, income code 57. Attach it. |
| 7 | Total payments | Add lines 6a through 6g. |
| 8 | Estimated tax penalty | Check the box if Schedule A (Form 8804) is attached and enter the penalty for missed or short installments. Without Schedule A, the IRS figures the penalty without regard to the Schedule A exceptions. |
| 9 | Add lines 5f and 8 | Total tax and penalty. |
| 10 | Balance due | If line 7 is smaller than line 9. The IRS recommends paying electronically, including through EFTPS. |
| 11 | Overpayment | If line 7 is more than line 9. |
| 12 | Overpayment allocated to partners | The part of line 11 the partnership allocates to its partners. Include each partner's share in line 10 of that partner's Form 8805. |
| 13 | Net overpayment | CalculatedLine 11 minus line 12. |
| 14a | Refund | Amount of line 13 to be refunded. Complete 14b to 14d for direct deposit. |
| 14b | Routing number | Must be nine digits. |
| 14c | Account type | Check checking or savings, not both. Leave blank if unknown. |
| 14d | Account number | Up to 17 characters (numbers and letters). Include hyphens; omit spaces and special symbols. |
| 15 | Credit to next year's Form 8804 | CalculatedLine 13 minus line 14a. |
| Sign Here | Signature | Signed by a partner or LLC member the partnership designates. |
| Paid Preparer Use Only | Paid preparer | A paid preparer signs, enters a PTIN (not an SSN), and gives the partnership a copy. Leave blank if a partner or LLC member completed the form. |
Due dates
| What | Due | Notes |
|---|---|---|
| Form 8813 installments for 2026 (calendar year) | April 15, June 15, September 15 and December 15, 2026 | The 15th day of the 4th, 6th, 9th and 12th months of the partnership's tax year. |
| Partner notification | Within 10 days of each installment due date (or payment date, if paid) | Each foreign partner is told its share of the section 1446 tax paid. |
| Form 8804 and Forms 8805 for 2026 | March 15, 2027 | The 15th day of the 3rd month after the tax year ends. File separately from Form 1065. |
| Books kept outside the U.S. and Puerto Rico | June 15, 2027 | The 15th day of the 6th month; check the box at the top of Form 8804. |
| Form 7004 extension | By the original due date | Extends time to file only. Pay the estimated balance with Form 7004 to avoid the late payment penalty. |
| Partner copies of Form 8805 | By the due date of the partnership return (including extensions) | Also required for any U.S. person erroneously subjected to withholding. |
Deposits
Section 1446 tax is paid during the year, not with the return. The partnership makes four installment payments, generally by the 15th day of the 4th, 6th, 9th and 12th months of its tax year (April 15, June 15, September 15 and December 15, 2026 for a calendar-year partnership). Each payment goes with a Form 8813 voucher or through EFTPS. Payments are reported on line 6a, and any balance is paid when Form 8804 is filed.
The amount of each installment is the sum of the installments figured for each foreign partner under the principles of section 6655 and Treas. Reg. 1.1446-3, using Form 8804-W (a worksheet that is not filed). The 2027 worksheet applies the same five rates as Form 8804 and allows the annualized income and adjusted seasonal installment methods. Its note says: “If the aggregate line 7 amount of all foreign partners is less than $500, the partnership is not required to make estimated tax payments.”
Missed or short installments are penalized on Schedule A (Form 8804) and carried to line 8.
Penalties
Late filing. 5% of the unpaid tax for each month or part of a month the return is late, up to 25%, unless the partnership shows reasonable cause. A return more than 60 days late gets a minimum penalty; for returns required to be filed in 2027 it is the lesser of $535 or 100% of the tax required to be shown (Rev. Proc. 2025-32).
Late payment. Usually 0.5% of the unpaid tax per month or part of a month, up to 25%. Interest runs from the due date under section 6621, even with an extension.
Missed installments. Figured on Schedule A (Form 8804) and entered on line 8.
Failure to withhold and pay over. A person required to withhold and pay over section 1446 tax who fails to do so can face the section 6672 civil penalty, equal to the amount that should have been paid over. Accuracy penalties under sections 6662 and 6663 can also apply.
If the IRS sends a penalty notice, reply with an explanation. “Don't attach an explanation when you file Form 8804.” Penalties for the Forms 8805 behind the return are covered on the Form 8805 page.
Corrections
To correct a filed Form 8804, complete a new Form 8804 with the corrected information, write “Amended” in the top margin, write “Corrected” on any Forms 8805 attached, and mail it to the Ogden address. The requirements and limits for a refund of section 1446 tax based on an amended return are in Treas. Reg. 1.1446-3(d)(2)(iv).
An overpayment on line 11 can be allocated to partners on line 12 (and shown on their Forms 8805), refunded on line 14a, or credited to next year on line 15.
Where it goes wrong
- Credits without the support. “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.”
- Not filing because ECTI was zero. The filing test is effectively connected gross income allocable to a foreign partner, not ECTI or tax due.
- Preferential rates without documentation. Lines 4i, 4m and 4q are for non-corporate partners who would be entitled to the lower rate and have provided appropriate documentation. Otherwise the income goes on 4e at 37%.
- Negative amounts on line 4. Net losses are netted against the matching category under section 1(h) and Notice 97-59; lines 4a, 4e, 4i, 4m and 4q are never negative.
- Deducting the partnership's own state taxes. The state and local reduction covers only the partner's own income taxes the partnership withholds and remits on that partner's share of ECTI.
- Relying on a bad certificate. A partnership cannot rely on a W-8 or W-9 it knows or has reason to know is incorrect or unreliable. It is liable for the tax, penalties and interest from the installment period in which it knew or had reason to know.
Questions people ask about Form 8804
Do we file Form 8804 if no tax is due?
Yes, if the partnership has effectively connected gross income allocable to a foreign partner. The partnership “must file these forms even if the partnership has no withholding tax liability under section 1446.”
Can we e-file Form 8804?
The instructions give only a paper filing address: Internal Revenue Service Center, P.O. Box 409101, Ogden, UT 84409. Payments can be made electronically through EFTPS.
Does Form 7004 give us more time to pay?
No. “Filing a Form 7004 doesn't extend the time for payment of tax.” Pay the estimated balance with Form 7004 to avoid the late payment penalty.
Does a publicly traded partnership file Form 8804?
No. A PTP withholds on distributions to foreign partners at 37% (non-corporate) or 21% (corporate), cannot use preferential rates, and reports on Forms 1042, 1042-S and 1042-T.
How does section 1446(f) affect Form 8804?
Section 1446(f) is withholding on transfers of partnership interests. Since January 1, 2018, a foreign partnership that sells an interest in another partnership engaged in a U.S. trade or business can be withheld on. The amount withheld, to the extent allocable to its foreign partners, is a credit on line 6f (Form 8288-A) or 6g (Form 1042-S).
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 · 8805 · 8813 · 8288 · 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 8804 (Rev. December 2026); Instructions for Forms 8804, 8805, and 8813 (Rev. January 2026); Form 8804-W (2027) and its instructions; Instructions for Form 8804-C (Rev. December 2026); Rev. Proc. 2025-32 section 3.52; IRS page About Form 8804.