What Is Form 8804? Filing, Withholding, and Form 8805

Form 8804 is the annual return a partnership files to report and pay Section 1446 withholding tax on income from a U.S. trade or business that is allocated to foreign partners. Any partnership — domestic or foreign — with effectively connected gross income allocable to at least one foreign partner has to file it, even when no cash or property actually went out the door during the year. Payments run on a quarterly schedule during the tax year, and the return itself trues everything up after year-end.

Who Has to File

Every partnership other than a publicly traded partnership must file Form 8804 if it has effectively connected gross income allocable to a foreign partner.¹ Two points on that trigger catch filers off guard. First, the test is gross income, not taxable income. If deductions zero out the taxable figure and no withholding tax ends up being owed, the form is still due. Second, distributions don’t matter. The partnership files whether or not it paid anything out to partners during the year.

The withholding tax itself only kicks in when there is effectively connected taxable income (ECTI) allocable to a foreign partner.² ECTI is the partnership’s U.S. business income after allowable deductions, and it is the base the rates below apply to.

How the Withholding Is Calculated

The partnership runs the calculation separately for the corporate and non-corporate shares of ECTI. The share allocable to a foreign corporate partner is taxed at the highest corporate rate under Section 11(b), currently 21%.³ The share allocable to a foreign partner that is an individual, trust, or estate is taxed at the highest individual rate under Section 1, which is 37% for the 2026 tax year.⁴

Treaty benefits or other partner-specific adjustments can lower the rate for a particular partner. Keep the supporting documentation in the partnership’s permanent records.

Quarterly Installments on Form 8813

The tax isn’t paid in one lump. Partnerships pay estimated installments on Form 8813, due on the 15th day of the 4th, 6th, 9th, and 12th months of the partnership’s tax year.⁵ For a calendar-year partnership, that’s April 15, June 15, September 15, and December 15.

The IRS treats the partnership like a corporation for the estimated tax penalty rules under Section 6655. An underpaid installment triggers an addition to tax under those rules, and interest under Section 6601 runs from the original due date of Form 8804.⁵ Partnerships may use the Electronic Federal Tax Payment System (EFTPS) for these payments.

When and Where to File the Return

Form 8804 is due on the 15th day of the 3rd month after the close of the partnership’s tax year.¹ For calendar-year partnerships, that’s March 15. If the deadline lands on a Saturday, Sunday, or legal holiday, it moves to the next business day.

Mail the return, along with all attached Forms 8805, to the Internal Revenue Service Center, P.O. Box 409101, Ogden, UT 84409.⁶ If a balance is due, include a check or money order payable to the United States Treasury.

Partnerships that keep their books and records outside the United States and Puerto Rico get an automatic extension to the 15th day of the 6th month (June 15 for calendar-year filers) without filing anything to claim it.⁷ Any partnership can file Form 7004 for an automatic six-month extension of the filing deadline.⁸ The extension covers paperwork only. Estimated tax still has to be paid by the original due date, or interest and penalties start running. Partnerships already using the automatic foreign-books extension can file Form 7004 for an additional three months on top of that.

What You Need to Complete the Form

Pulling the return together takes a few categories of information:

The partnership’s legal name and Employer Identification Number.
Total ECTI allocable to foreign partners, split between the corporate share and the non-corporate share.
A record of every installment paid during the year on Form 8813.
A Form 8805 for each foreign partner showing that partner’s share of ECTI and the Section 1446 tax credit allocable to them.
Copies of any Form 8804-C certificates the partnership relied on, attached to the relevant Forms 8805.

Form 8804 also serves as the transmittal for the Forms 8805.¹ If installments exceed the actual liability, the form calculates the overpayment, which the partnership can claim as a refund or apply as a credit to the next year. If they fall short, the form shows the balance due.

Getting Form 8805 to Each Foreign Partner

Every foreign partner has to receive a copy of its Form 8805 by the due date of the partnership’s return, including extensions.¹ That statement tells the partner how much ECTI was allocated to them and the Section 1446 tax credit they can claim on their own U.S. return. Without it, the partner can’t properly file.

The IRS can impose a penalty for each failure to furnish a correct Form 8805 to the recipient on time, or for providing incomplete or incorrect information. The amount is adjusted annually for inflation under Section 6722.⁹

Reducing the Withholding With Form 8804-C

A foreign partner with deductions or losses connected to U.S. business activity can give the partnership a Form 8804-C certifying those items. When the partnership receives a valid certificate, it can factor the certified deductions and losses into its withholding calculation, which lowers the Section 1446 tax paid on that partner’s share.¹⁰

There is also a de minimis path. A nonresident alien individual whose only U.S. business activity is the investment in the partnership can file a de minimis certificate. If the partnership relies on it and estimates the annualized withholding tax for that partner would be less than $1,000, no Section 1446 tax is required on that partner’s share.¹⁰ Any certificate the partnership relies on must be attached to both the Form 8813 and the Form 8805 filed with the IRS.

Penalties and Interest

Filing late costs 5% of the unpaid tax for each month or partial month the return is overdue, capped at 25%.⁹ If the return is more than 60 days late, a minimum penalty kicks in. For returns due in 2026, that minimum is the lesser of $525 or 100% of the unpaid tax.¹¹

Interest on unpaid tax runs from the original due date, separate from the late-filing penalty. The rate changes quarterly. It was 7% in the first quarter of 2026 and 6% in the second.¹² Underpaid quarterly installments carry additional charges under the corporate estimated tax rules of Section 6655.⁵

The late-filing penalty can be waived for reasonable cause, but the standard is demanding. The IRS decides case by case and wants to see that the partnership exercised ordinary care and still couldn’t file on time. Fires, natural disasters, serious illness, and system failures that blocked electronic payment are the kinds of facts that qualify. Not knowing about the requirement, or relying on a tax preparer who missed the deadline, does not.¹³

Fixing a Return You Already Filed

To amend a filed Form 8804, prepare a new one with the corrected numbers and write “Amended” in the top margin. Mark any corrected Forms 8805 “Corrected.” Mail the amended package to the same Ogden address.⁹ Refund claims tied to amended filings run into specific limits at 26 CFR 1.1446-3(d)(2)(iv).

What Form 8804 Doesn’t Cover

Publicly traded partnerships are outside this system. A PTP withholds at the applicable rate on distributions to foreign partners rather than on ECTI, and it doesn’t follow the standard Form 8804 reporting and payment rules.¹⁴

Sales of partnership interests are a different regime too. When a foreign partner transfers its interest, Section 1446(f) requires the buyer to withhold 10% of the amount realized if any gain would be effectively connected, and the partnership itself has to backstop that withholding out of future distributions if the buyer doesn’t.¹⁵ That obligation is reported on Form 8288 and Form 8288-A (or Form 8288-C for the partnership backstop), not on Form 8804. A partnership with foreign partners can face both the annual 1446(a) withholding on Form 8804 and 1446(f) transfer withholding on Form 8288 in the same tax year.

Tiered structures are handled by letting an upper-tier partnership credit Section 1446 tax already paid by a lower-tier partnership on its share of income, with notices and copies of Forms 8805 flowing up the chain.¹⁶ The upper-tier partnership still files its own Form 8804 and issues Forms 8805 to its own foreign partners.

1
Internal Revenue Service. Instructions for Forms 8804, 8805, and 8813 (Rev. January 2026)
2
Office of the Law Revision Counsel. 26 USC 1446 – Withholding of Tax on Foreign Partners Share of Effectively Connected Income
3
Office of the Law Revision Counsel. 26 USC 11 – Tax Imposed
4
Internal Revenue Service. IRS Releases Tax Inflation Adjustments for Tax Year 2026
5
eCFR. 26 CFR 1.1446-3 – Time and Manner of Calculating and Paying Over the 1446 Tax
6
Internal Revenue Service. Where to File – Forms Beginning With the Number 8
7
Internal Revenue Service. Instructions for Form 7004
8
Internal Revenue Service. About Form 7004, Application for Automatic Extension of Time to File Certain Business Income Tax, Information, and Other Returns
9
Internal Revenue Service. Instructions for Forms 8804, 8805, and 8813
10
eCFR. 26 CFR 1.1446-6 – Special Rules to Reduce a Partnerships 1446 Tax With Respect to a Foreign Partners Allocable Share of Effectively Connected Taxable Income
11
Internal Revenue Service. Topic No. 653, IRS Notices and Bills, Penalties and Interest Charges
12
Internal Revenue Service. Quarterly Interest Rates
13
Internal Revenue Service. Penalty Relief for Reasonable Cause
14
eCFR. 26 CFR 1.1446-4 – Publicly Traded Partnerships
15
Internal Revenue Service. Partnership Withholding
16
eCFR. 26 CFR 1.1446-5 – Tiered Partnership Structures