The forms and the calendar
Form 8804 is due "on or before the 15th day of the 3rd month after the close of the partnership's taxable year," and "A calendar year return is due on March 15th"; a partnership that keeps its books outside the United States and Puerto Rico has until "the 15th day of the 6th month" (IRM 3.21.15.1.1, Jan. 1, 2024). The 8804 is also a transmittal: "Form 8804 is also a transmittal form for Form(s) 8805" (IRM 3.22.15.1.1.1, Jan. 1, 2024).
The tax is paid during the year: "The four installment payments must be made with Form 8813 by the 15th day of the 4th, 6th, 9th, and 12th months of the partnership's tax year. However, the payment may be made without Form 8813 if it is made through Electronic Federal Trust Payment System (EFTPS)" (IRM 3.21.15.1.1.2, Jan. 1, 2019). The installments are owed "whether or not distributions are made during the year" (IRM 3.21.15.1.1.1, Nov. 15, 2024); section 1446(a) withholding follows allocable income, not cash.
A foreign partner can reduce the partnership's withholding with Form 8804-C, which "is the sole method for a foreign partner to provide a certification to a partnership under Treas. Reg. 1.1446-6 to reduce or eliminate the 1446 tax" (IRM 3.21.15.1.1.3, Apr. 21, 2020). When one arrives attached to an 8804, Code and Edit detaches it and sends it to Examination.
There is no electronic option: "Form 8804 currently has no E-file option" (IRM 3.21.15.19, Sept. 5, 2025). The ordinary mailing rules apply, including that a return due on a weekend or legal holiday is "timely if postmarked by the first business day following." A return mailed before the year it covers is processed is held: "An early-filed Form 8804 for tax period 202612 (that is, filed before January 1, 2027) must be held for processing in 2027" (IRM 3.21.15.17.1, Jan. 1, 2020).
IRM 3.21.15.1.1, 3.21.15.1.1.2, 3.21.15.14, 3.21.15.22.2.23 to 3.21.15.22.2.28, 3.22.3.264.4.4.
Rates and the undocumented partner
The Code and Edit background gives the rates the campus checks against: the highest rate under section 11 for corporate partners and under section 1 for others, with lower rates for certain non-corporate income available only with "valid documentation (e.g., a Form W-8 BEN" from the partner. "Partnerships must withhold 37% on all the ECTI income of undocumented partners" (IRM 3.21.15.1.1.1, Nov. 15, 2024). The documentation rules are the same W-8 rules that govern other foreign payees; foreign vendors, W-8s and the 1042-S covers which form a partner gives.
What stops a Form 8804
A processable 8804 needs "An Employer Identification Number (EIN)," "A legible name," "A valid Tax Period (200412 and subsequent)," and a "Jurat and Signature" (IRM 3.21.15.12, Sept. 5, 2025). Correspondence follows when, among other things, the document shows more than one EIN for the same entity, "The return is unsigned," or "The return has only entity data and no other statements or attachments," and the letter used is "Letter 3104C (FIRPTA and Foreign Partnership Withholding Tax Return Processing and Unsubstantiated Refundable Credit)." The signature gets one chance: "Only correspond once for the missing signature" (IRM 3.21.15.23, Nov. 15, 2024).
A missing Form 8805 triggers a letter only when there is money on the return. Code and Edit corresponds when "No Form(s) 8805 are attached and Form 8804 Lines 4a through 5f have money amounts," but "Don't correspond for the Form(s) 8805 on a 'Zero' return" (IRM 3.21.15.22.1.1, Jan. 1, 2024). If the partnership does not answer the letter about how many 8805s it filed, error resolution enters "the default value of '1'" (IRM 3.22.15.23.21, Sept. 4, 2025).
Form 8805 Copy A: two kinds of attachment
"The partnership must attach Form 8805 Copy A to its Form 8804" (IRM 3.21.15.14, Sept. 5, 2025). The form has four copies, and Copy A is the one marked "For Internal Revenue Service Attach to Form 8804." The campus treats two kinds of 8805 differently:
- 8805s you issued to your own foreign partners are detached and processed into the IRS database, which is where your partners' credits are later verified.
- 8805s you received from a lower-tier partnership, which support your line 6b credit, "must remain attached to Form 8804."
An amended return is marked by hand: "write 'Amended' in the top right margin" of the 8804 and "'Corrected' on any Forms 8805" (IRM 3.21.15.15.1, Nov. 15, 2024).
How each credit line is checked
| Line | Credit | What substantiates it |
|---|---|---|
| 6a | Installment payments and credit elect | Nothing attached: "The amount of credit present on this line is already in the module, therefore no form must be attached" (IRM 3.22.15.25.1, Jan. 1, 2023). A payment the IRS cannot find produces TPNC 03. |
| 6b | Withheld by a lower-tier partnership | The upper-tier partnership's Form 8805 from the lower tier, line 10 (IRM 3.21.15.22.2.23). |
| 6c | Withheld by a publicly traded partnership | Form 1042-S with income code 27, or "a Competent Authority letter signed by a United States Competent Authority" (IRM 3.21.15.22.2.24, Sept. 5, 2025). |
| 6f | Section 1446(f) withholding on a transfer of a non-PTP interest | Form 8288-A, which "must always be credit verified by the FIRPTA Code and Edit unit" (IRM 3.21.15.22.2.27, Jan. 1, 2023). The transfer rules are in FIRPTA withholding. |
| 6g | Section 1446(f) withholding on a transfer of a PTP interest | "Check Line 6g by adding total of Box 10 of Forms 1042-S for which Box 1 is 57" (IRM 3.21.15.22.2.28, Jan. 1, 2023). Codes 27 and 57 are explained in the 1042-S income code list. |
Tiered partnerships have one more thing to attach. A line 6b credit for tax withheld by a lower-tier partnership is checked against the Forms 8805 that partnership gave you, which "must remain attached to Form 8804" (IRM 3.21.15.14, Sept. 5, 2025). With none attached, Code and Edit prepares Letter 3104C and X's the amount; if there is no reply, error resolution is told to "delete the entry" and send taxpayer notice code 02 (IRM 3.21.15.22.2.23, Sept. 5, 2025; 3.22.15.25.2, Sept. 4, 2025).
A credit on the wrong line is not lost if the payments are on the account: error resolution checks IDRS and, if they match, moves the amount to line 6a (IRM 3.22.15.25.7, Jan. 1, 2023). An overpayment can be carried forward: the credit elect will "transfer all or part of the overpayment to the module for the following year" (IRM 3.22.15.25.14, Jan. 1, 2023).
The notices a partnership receives
Error resolution has four taxpayer notice codes for Form 8804 (IRM 3.22.15.23.16, Jan. 1, 2023):
- TPNC 01: "We found an error in the total Section 1446 tax."
- TPNC 02: unsupported withholding credit, quoted below.
- TPNC 03: "We found the installment tax payments (Payments with Extension of time to file and overpayments applied from last year's taxes) shown on your account do not agree with the amount claimed on your return."
- TPNC 90: "An open paragraph for notices of errors not covered by the previous TPNCs."
TPNC 02, as the partnership reads it: "We cannot allow the amount of tax withheld shown on Form 8804 because you didn't attach any supporting documentation. Therefore, we changed your return. If we are in error, please provide us with the necessary documentation ... This documentation can be a copy of either Form 8805, Form 8288-A, or Form 1042-S" (IRM 3.22.15.23.16, Jan. 1, 2023).
Installment penalty and Schedule A
Late or short installments carry a penalty computed on Schedule A of Form 8804, and the manual is plain about it: "Generally, the partnership doesn't have to file this schedule because the IRS will figure the amount of the penalty ... if the partnership completes this form and attaches it to Form 8804, the penalty calculated by the taxpayer will be assessed" (IRM 3.21.15.1.1.4, Sept. 5, 2025). Attaching Schedule A is therefore worth it only when the partnership qualifies for a lower figure, for example under the prior-year safe harbor, which is computed "without regard to certificates ... submitted on Form 8804-C" and has its own conditions. If the partnership's own computation is wrong, "a CP 234 generates" (IRM 3.22.15.25.10, Jan. 1, 2023).
What the foreign partner needs on Form 8805
The credit reaches the partner only if their return and your 8805 agree. On Form 1040-NR, Code and Edit X's the credit when the 8805 TIN is "missing or partially masked" unless the name on the 8805 matches the taxpayer, and a statement used in place of an 8805 "must include the U.S. withholding agent's name, address, and TIN (EIN or SSN), and the name in which the tax withheld was reported" (IRM 3.21.3.84.13.3, Oct. 29, 2025). In error resolution, if the "TINs are different, OR The name does not match Form 8805," the examiner deletes the withholding and assigns TPNC 441, and "A temporary TIN (IRSN) assigned by the IRS isn't a valid TIN" (IRM 3.22.3.264.4.4, Mar. 6, 2024).
The practical rule mirrors the 1042-S rule: put the partner's full TIN and exact name on Copy C, never a truncated number. The same matching logic, and the 180-day interest-free period on chapter 3 and section 1446 refunds, are described in Letter 5904C and the 1042-S matching program.
Questions people ask
Can we e-file Form 8804?
No. "Form 8804 currently has no E-file option" (IRM 3.21.15.19). Installments can be paid through EFTPS without Form 8813.
Do we have to attach Schedule A?
No. The IRS computes the installment penalty itself; if you attach Schedule A, your figure is the one assessed.
Our line 6b credit was removed. Why?
The Forms 8805 you received from the lower-tier partnership were not attached, or did not support the amount. The fix is to send copies in response to the TPNC 02 notice.
We had no effectively connected income allocable to foreign partners. Do we still file Forms 8805?
On a return with no money amounts on lines 4a through 5f, the campus does not correspond for missing Forms 8805 (IRM 3.21.15.22.1.1).
Why was our foreign partner's credit denied?
The TIN or name on the 8805 did not match the partner's return, which produces TPNC 441 on their side. Issue a corrected 8805 with the TIN and name the partner files under.