This Form 8804 guide explains the IRS Annual Return for Partnership Withholding Tax (Section 1446). Form 8804 summarizes the partnership withholding tax matters described in its instructions. The partnership computation, installment payments and foreign partner statements should agree. A partner distribution is not the only fact relevant to the partnership withholding obligation.
Reviewed October 31, 2026. This is an independent guide. The version and availability information below identifies the IRS documents used for this page.
What Form 8804 does and who prepares it
A partnership uses the annual return for the covered withholding tax on foreign partners.
For the connected reporting route, see Form 8805. Keep the role of that document separate from the task explained on this page.
| Official form | Form 8804 |
|---|---|
| IRS title | Annual Return for Partnership Withholding Tax (Section 1446) |
| Guide period | the applicable reporting period |
| Target version | Dec 2025 |
| Availability | Current IRS catalog PDF |
| Last checked | October 31, 2026 |
Get the Form 8804 PDF and check its status
Use the IRS source to confirm the document before completing a real filing. The download link is a reference to the official file; it is not a statement that every copy inside the PDF may be printed and submitted. Follow any instructions about electronic filing, scannable copies, recipient copies or attachments.
Which version of Form 8804 should you use?
This form follows a revision or continuing-use format rather than a new title for every calendar year. Check the revision printed on the document and the period requested inside it. A revision date, transaction date and tax year are different pieces of information. The current document should be read with the instructions that apply to the actual transaction or return.
Records to gather for Form 8804
- Partnership tax records.
- Foreign partner status information.
- Withholding computation.
- Installment payment records.
- Partner statements.
Keep a working reconciliation with these records. It should show the source of each reported item, any correction made before filing and the reason a different amount appears on a connected form. This is especially useful when a statement is corrected or a prior-year balance continues into the current calculation.
How to work through Form 8804
- Confirm applicability. Start with the purpose, filer category and version of the form. Complete any eligibility or applicability question before spending time on the numerical calculation.
- Prepare the source workpapers. Gather the records listed below and reconcile their totals. Keep prior-year balances, current-year transactions and estimated payments separate where they serve different purposes.
- Complete dependent calculations first. When a line refers to another form, schedule or worksheet, finish that supporting calculation first. Preserve any classification, limitation and carryforward information.
- Follow the line sequence. Use the actual line labels and arithmetic in the applicable form. A line number from an older version may refer to something different after a revision.
- Reconcile the filing package. Check names, identifying numbers, tax periods, totals and required attachments. Then use the filing method, signature process and deadline that apply to this filer and form.
Form-specific IRS instructions and reporting details
The following points retain the operative wording of the IRS documents linked above. Read each point with its stated conditions and the applicable form version. References to another form or section describe a connected requirement; they do not mean that every reader must file every referenced document.
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.
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.
Additional reporting conditions
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.
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.
Calculations and supporting information
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.
Exceptions and related reporting
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.
Further form details
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.
Further form details
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.
Reading the lines and boxes
These selected labels come from the linked target PDF. They are a reading aid, not a replacement for the full line instructions or a completed calculation. Match the label and document version before transferring any amount.
| Line or box | Label in the source form | What to check |
|---|---|---|
| 1a | Name of partnership | Use the identity of the person or entity requested on this line. Check that the name and identification number agree with the underlying tax records. |
| 2a | Name of withholding agent. If partnership is also the withholding agent, enter “SAME” and don’t | Use the identity of the person or entity requested on this line. Check that the name and identification number agree with the underlying tax records. |
| 3a | Enter number of foreign partners | Check the applicable line instructions and keep the source workpaper with the return records. Transfer only the information that matches the field and reporting period. |
| 4 | Total effectively connected taxable income (ECTI) allocable to foreign partners. | Follow the stated arithmetic and line references in sequence. Complete the referenced inputs first and retain the worksheet supporting the result. |
| 5 | Gross section 1446 tax liability: | Check the applicable line instructions and keep the source workpaper with the return records. Transfer only the information that matches the field and reporting period. |
Further selected fields
| Line or box | Label in the source form | What to check |
|---|---|---|
| 6a | Payments of section 1446 tax made by the partnership identified on line 1a | Use the identity of the person or entity requested on this line. Check that the name and identification number agree with the underlying tax records. |
| 7 | Total payments. Add lines 6a through 6g | Follow the stated arithmetic and line references in sequence. Complete the referenced inputs first and retain the worksheet supporting the result. |
| 8 | Estimated tax penalty. Check if Schedule A (Form 8804) is attached. See instructions | Check the applicable line instructions and keep the source workpaper with the return records. Transfer only the information that matches the field and reporting period. |
| 9 | Add lines 5f and 8 | Follow the stated arithmetic and line references in sequence. Complete the referenced inputs first and retain the worksheet supporting the result. |
| 10 | Balance due. If line 7 is smaller than line 9, subtract line 7 from line 9. For details on how to pay, go | Follow the stated arithmetic and line references in sequence. Complete the referenced inputs first and retain the worksheet supporting the result. |
A practical example
A partnership with foreign partners reviews its covered income and withholding calculations. It reconciles payments and partner allocations before preparing the annual return and related partner statements.
This example illustrates the order of the review. It does not assume an unverified deduction, exemption, treaty rate or final tax amount. The applicable form instructions and the actual records determine the result.
Common mistakes to avoid with Form 8804
- Do not equate cash distributions with every withholding-tax base.
- Reconcile partner allocations with the annual return.
- Check estimated-payment and underpayment requirements separately.
Questions about Form 8804
Does receiving or downloading this form mean I must file it?
A partnership uses the annual return for the covered withholding tax on foreign partners. The form purpose and the applicable filing or furnishing conditions determine the action. Downloading a blank PDF does not itself create a filing obligation or establish eligibility for a tax benefit.
Is the revision date always the same as the tax year?
No. Some forms show a tax year, while continuing-use forms show a revision date and ask separately for the reporting period. Check the actual document and instructions. Do not relabel a payment or transaction solely because it was reported in a later calendar year.
What should I do if the underlying information is wrong?
Do not equate cash distributions with every withholding-tax base. Keep the original record and the correction trail. The issuer correction process, an amended return and an updated certificate can be different procedures. Choose the process that matches the document and the actual error.
Which records should I keep with the completed form?
Retain the source documents, applicable worksheets, submitted version and filing or furnishing confirmations. For this form, the working file should include partnership tax records, foreign partner status information, withholding computation. Keep continuing balances and prior-year support for as long as they remain relevant under the applicable recordkeeping rules.
Related forms and next steps
Use these guides when the connected issue applies to your records. Each page has its own purpose, reporting year and availability status.
- Form 8805: PDF & Foreign Partner Withholding Guide
- Schedule A (Form 8804) 2026: Draft PDF & Penalty for Underpayment of Estimated Section 1446 Tax by Partnerships Guide
- Form 1065 2026: Draft PDF & Partnership Tax Returns Guide
- Schedule K-1 (Form 1065) 2026: Draft PDF & Partner's Share of Income, Deductions, Credits, etc Guide