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Form 8288 Instructions

Instructions for Form 8288, U.S. Withholding Tax Return for Dispositions by Foreign Persons of U.S. Real Property Interests

Rev. January 2023

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  • Form 8288 - U.S. Withholding Tax Return for Dispositions by Foreign Persons of U.S. Real Property Interests
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Department of the Treasury  
Internal Revenue Service  
Instructions for Form 8288  
(Rev. January 2023)  
(Use with the January 2023 revision of Form 8288)  
U.S. Withholding Tax Return for Certain Dispositions by Foreign Persons  
Section references are to the Internal Revenue Code  
unless otherwise noted.  
Contents  
Page  
Where To File . . . . . . . . . . . . . . . . . . . . . . . . . . 12  
Form 8288-C Must Be Attached . . . . . . . . . . . . . 12  
Penalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12  
Exceptions to Section 1446(f)(4) Withholding . . . 12  
Withholding under Section 1446(f)(4) . . . . . . . . . 12  
Contents  
Page  
What's New . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1  
Purpose of Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2  
General Instructions for Section 1445  
Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3  
Buyer/Transferee Claiming Refund of Section  
1446(f)(4) Withholding . . . . . . . . . . . . . . . . . 13  
Who Must File . . . . . . . . . . . . . . . . . . . . . . . . . . 3  
Amount To Withhold . . . . . . . . . . . . . . . . . . . . . . 3  
When To File . . . . . . . . . . . . . . . . . . . . . . . . . . . 3  
Where To File . . . . . . . . . . . . . . . . . . . . . . . . . . . 3  
Forms 8288-A Must Be Attached . . . . . . . . . . . . . 3  
Penalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4  
Definitions for Section 1445 Withholding . . . . . . . . 4  
Exceptions to Section 1445 Withholding . . . . . . . . 5  
Withholding at a Reduced Rate . . . . . . . . . . . 5  
Withholding Not Required . . . . . . . . . . . . . . . 5  
Late Filing of Certification or Notice . . . . . . . . . . . 7  
Liability of Agents . . . . . . . . . . . . . . . . . . . . . . . . 7  
Entities Subject to Section 1445(e) . . . . . . . . . . . . 7  
Section 1445(e)(1) Transactions . . . . . . . . . . . . . 7  
Section 1445(e)(2) Transactions . . . . . . . . . . . . . 8  
Section 1445(e)(3) Transactions . . . . . . . . . . . . . 8  
Section 1445(e)(4) Transactions . . . . . . . . . . . . . 8  
Section 1445(e)(5) Transactions . . . . . . . . . . . . . 8  
Section 1445(e)(6) Transactions . . . . . . . . . . . . . 8  
Specific Instructions for Form 8288 . . . . . . . . . . . . . 13  
Withholding Agent Information . . . . . . . . . . . . . . 13  
Part I—To Be Completed by the Buyer or  
Other Transferee Required To Withhold  
Under Section 1445(a) . . . . . . . . . . . . . . . . . 14  
Part II—To Be Completed by an Entity  
Subject to the Provisions of Section  
1445(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14  
Part III—To Be Completed by Buyer/  
Transferee Required To Withhold Under  
Section 1446(f)(1) . . . . . . . . . . . . . . . . . . . . . 14  
Part IV—To Be Completed by the Partnership  
Required To Withhold Under Section  
1446(f)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 15  
Part V—To Be Completed by Buyer/  
Transferee Claiming a Refund of  
Withholding Under Section 1446(f)(4) . . . . . . 15  
Paid Preparer . . . . . . . . . . . . . . . . . . . . . . . . . . 16  
Future Developments  
For the latest information about developments related to  
Form 8288 and its instructions, such as legislation  
enacted after they were published, go to IRS.gov/  
General Instructions for Section 1446(f)(1)  
Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8  
Who Must File . . . . . . . . . . . . . . . . . . . . . . . . . . 8  
Amount To Withhold . . . . . . . . . . . . . . . . . . . . . . 8  
When To File . . . . . . . . . . . . . . . . . . . . . . . . . . . 9  
Where To File . . . . . . . . . . . . . . . . . . . . . . . . . . . 9  
Forms 8288-A Must Be Attached . . . . . . . . . . . . . 9  
Penalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9  
Definitions for Section 1446(f)(1) Withholding . . . . 9  
What's New  
The Tax Cuts and Jobs Act added section 1446(f),  
effective January 1, 2018, which generally requires that if  
any portion of the gain on a disposition of an interest in a  
partnership would be treated under section 864(c)(8) as  
gain effectively connected with the conduct of a trade or  
business in the United States, the transferee purchasing  
the interest in the partnership from a non-U.S. transferor  
must withhold a tax equal to 10% of the amount realized  
on the disposition unless an exception to withholding  
applies.  
Exceptions to Section 1446(f)(1) Withholding  
on Transfers of Non-PTP Interests . . . . . . . . . . 9  
Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . 10  
Determining the Amount To Withhold . . . . . . . . . 10  
Transfers of Partnership Interests Subject to  
Withholding Under Sections 1445(e)(5)  
and 1446(f)(1) . . . . . . . . . . . . . . . . . . . . . . . 11  
Notice 2018-08, 2018-07 I.R.B. 352, available at  
Liability of Agents . . . . . . . . . . . . . . . . . . . . . . . 11  
suspended the application of section 1446(f) to the  
transfer of publicly traded partnership (PTP) interests.  
General Instructions for Section 1446(f)(4)  
Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . 11  
Who Must File . . . . . . . . . . . . . . . . . . . . . . . . . 11  
Amount To Withhold . . . . . . . . . . . . . . . . . . . . . 12  
When To File . . . . . . . . . . . . . . . . . . . . . . . . . . 12  
Notice 2018-29, 2018-16 I.R.B. 495, available at  
interim guidance under section 1446(f)(1) on withholding  
Jan 11, 2023  
Cat. No. 57528F  
 
related to transfers of non-PTP interests and temporarily  
suspended withholding under section 1446(f)(4).  
subject to sections 1445 and 1446(f)(1). It is also used to  
report and transmit amounts withheld under section  
1446(f)(4) or to claim a credit or refund for amounts  
withheld under section 1446(f)(4) for transfers occurring  
on or after January 1, 2023.  
Section 1445 withholding. A withholding obligation  
under section 1445 is generally imposed on the buyer or  
other transferee (withholding agent) when a U.S. real  
property interest (USRPI) is acquired from a foreign  
person. The withholding obligation also applies to foreign  
and domestic corporations, qualified investment entities  
(QIEs), and the fiduciaries of certain trusts and estates  
that make certain distributions. This withholding serves to  
collect U.S. tax that may be owed by the foreign person.  
Proposed regulations under section 1446(f), available  
issued on May 7, 2019, for transfers of both non-PTP and  
PTP interests. During the period that Notice 2018-29  
applied, instead of applying the rules described in the  
Notice, taxpayers and other affected persons may choose  
to apply Regulations sections 1.1446(f)-1, 1.1446(f)-2,  
and 1.1446(f)-5 of the proposed regulations in their  
entirety to all transfers as if they were final regulations.  
T.D. 9926, published on November 30, 2020, available  
at IRS.gov/IRB/2020-51_IRB#TD-9926, contains final  
regulations (the section 1446(f) regulations) relating to  
withholding and reporting required under section 1446(f)  
(1), including requirements that apply to brokers effecting  
transfers of PTP interests and partnership withholding  
under section 1446(f)(4) (on distributions to a transferee  
that failed to properly withhold under section 1446(f)(1)).  
The section 1446(f) regulations also revise certain  
requirements under section 1446(a) relating to  
If an exception applies, you may be required to  
withhold at a reduced rate or you may not be  
TIP  
required to withhold. See Exceptions to Section  
1445 Withholding, later.  
Section 1446(f)(1) withholding. Section 1446(f)(1)  
generally imposes a withholding obligation on the buyer or  
other transferee (withholding agent) on a transfer of an  
interest in a partnership (including a distribution made with  
respect to such interest) by a foreign person (transferor) if:  
withholding and reporting on distributions made by PTPs.  
The section 1446(f) regulations generally apply to  
transfers occurring on or after January 29, 2021.  
However, in accordance with Notice 2021-51, 2021-36  
I.R.B. 361, available at IRS.gov/IRB/  
1. The transferor realized a gain on the sale, and  
2021-36_IRB#NOT-2021-51, the following provisions of  
the section 1446(f) regulations apply to transfers  
occurring on or after January 1, 2023:  
2. Any portion of the gain would be treated under  
section 864(c)(8) as effectively connected with the  
conduct of a trade or business within the United States.  
a. Withholding and reporting on transfers of PTP  
If an exception applies, you may be required to  
interests,  
withhold at a reduced rate or you may not be  
TIP  
b. The revisions included in the section 1446(f)  
regulations relating to withholding on PTP distributions  
under section 1446(a), and  
required to withhold. See Exceptions to Section  
later.  
c. Partnership withholding under section 1446(f)(4)  
on distributions to a transferee that failed to properly  
withhold under section 1446(f)(1).  
Section 1446(f)(4) withholding. Section 1446(f)(4)  
generally imposes a withholding obligation on a  
partnership that makes a distribution with respect to the  
transferee of a partnership interest that failed to withhold  
the required amount under section 1446(f)(1). A  
transferee may claim a refund for the excess amount if the  
partnership has withheld amounts in excess of the tax and  
interest owed by the transferee.  
To reflect the withholding and reporting requirements  
under sections 1446(f)(1) and (f)(4), applicable to  
transfers occurring on or after January 1, 2023, updated  
Forms 8288 and 8288-A and a new Form 8288-C are  
being released.  
These instructions have been updated to incorporate  
the use of this form for a transferee of a non-PTP interest  
required to withhold under section 1446(f)(1) on the  
amount realized from the transfer and for partnership  
withholding under section 1446(f)(4) on distributions to a  
transferee that failed to withhold under section 1446(f)(1).  
If an exception applies, the partnership may not  
be required to withhold. See Exceptions to  
TIP  
When not to use Forms 8288 and 8288-A. Do not use  
Forms 8288 and 8288-A, instead use Forms 1042 and  
1042-S to report and pay over these withheld amounts for  
any of the following.  
1. A distribution with respect to gains from the  
disposition of a USRPI from a trust that is regularly traded  
on an established securities market is subject to section  
1445 but is not reported on Forms 8288 and 8288-A.  
The General Instructions have been subdivided into  
three major sections:  
Withholding, and  
2. A dividend distribution by a qualified investment  
entity (QIE) to a nonresident alien or a foreign corporation  
that is attributable to gains from sales or exchanges of a  
USRPI by the QIE. However, a dividend distribution by a  
QIE is not subject to withholding under section 1445 as a  
gain from the sale or exchange of a USRPI if:  
General Instructions  
Purpose of Form  
Form 8288 is used to report and transmit amounts  
withheld on certain dispositions and distributions that are  
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Instructions for Form 8288 (Rev. 01-2023)  
 
a. The distribution is on stock regularly traded on a  
securities market in the United States, and  
2. Withhold on the total amount allocated to foreign  
transferors.  
b. The nonresident alien or foreign corporation did not  
own more than 10% (for dispositions and distributions  
before December 17, 2015, did not own more than 5% of  
such stock in the case of a real estate investment trust  
(REIT)) of that stock at any time during the 1-year period  
ending on the date of the distribution.  
3. Credit the amount withheld among the foreign  
transferors as they mutually agree. The transferors must  
request that the withholding be credited as agreed upon  
by the 10th day after the date of transfer. If no agreement  
is reached, credit the withholding by evenly dividing it  
among the foreign transferors.  
The dividend distribution, however, may be subject to  
When To File  
withholding under section 1441 or 1442.  
A transferee must file Form 8288 and transmit the tax  
withheld to the IRS by the 20th day after the date of  
transfer.  
3. A distribution of effectively connected taxable  
income by a PTP that is subject to the withholding  
requirements of section 1446(a).  
You must withhold even if an application for a  
withholding certificate is or has been submitted to the IRS  
on the date of transfer. However, you do not have to file  
Form 8288 and transmit the withholding until the 20th day  
after the day the IRS mails you a copy of the withholding  
certificate or notice of denial. But, if the principal purpose  
for filing the application for a withholding certificate was to  
delay paying the IRS the amount withheld, interest and  
penalties will apply to the period beginning on the 21st  
day after the date of transfer and ending on the day full  
payment is made.  
Installment payments. You must withhold the full  
amount at the time of the first installment payment. If you  
cannot because the payment does not involve sufficient  
cash or other liquid assets, you may obtain a withholding  
certificate from the IRS. See the instructions for Form  
8288-B for more information.  
4. The transfer of a PTP interest (including a  
distribution made with respect to the PTP interest) that is  
subject to withholding under section 1446(f)(1).  
General Instructions for Section 1445  
Withholding  
A withholding obligation under section 1445 is generally  
imposed on the buyer or other transferee (withholding  
agent) when a USRPI is acquired from a foreign person.  
The withholding obligation also applies to foreign and  
domestic corporations, QIEs, and the fiduciaries of certain  
trusts and estates.  
Who Must File  
A buyer or other transferee of a USRPI must complete and  
file Part I of Form 8288 to report and transmit the amount  
withheld. A corporation, QIE, or fiduciary that is required  
to withhold tax under section 1445(e) must complete and  
file Part II of Form 8288 to report and transmit the amount  
withheld. If two or more persons are joint transferees,  
each is obligated to withhold. However, the obligation of  
each will be met if one of the joint transferees withholds  
and transmits the required amount to the IRS.  
Where To File  
Send Form 8288 with the amount withheld, and copies A  
and B of Form(s) 8288-A to:  
Ogden Service Center  
P.O. Box 409101  
Ogden, UT 84409  
Amount To Withhold  
Generally, you must withhold 15% of the amount realized  
Forms 8288-A Must Be Attached  
on the disposition by the transferor, defined later.  
Anyone who completes Form 8288 must also complete a  
Form 8288-A for each person subject to withholding.  
Copies A and B of Form 8288-A must be attached to Form  
8288. Copy C is for your records. Multiple Forms 8288-A  
related to a single transaction can be filed with one Form  
8288. You are not required to furnish a copy of Form 8288  
or 8288-A directly to the transferor.  
Note. Prior to February 17, 2016, the transferor was  
generally required to withhold 10% of the amount realized  
on the disposition.  
For information about:  
Withholding at 21% (35% for distributions made before  
January 1, 2018), see Entities Subject to Section 1445(e),  
later;  
The IRS will stamp Copy B of each Form 8288-A and  
will forward the stamped copy to the foreign person  
subject to withholding at the address shown on Form  
8288-A. To receive credit for the withheld amount, the  
transferor must generally attach the stamped Copy B of  
Form 8288-A to a U.S. income tax return (for example,  
Form 1040-NR or 1120-F) or application for early refund  
filed with the IRS.  
Transferor's taxpayer identification number (TIN)  
missing. If you do not have the transferor's TIN, you  
must still file Forms 8288 and 8288-A. A stamped copy of  
Form 8288-A will not be provided to the transferor if the  
transferor’s TIN is not included on that form. The IRS will  
send a letter to the transferor requesting the TIN and  
Withholding at a reduced amount, see Purchase of  
Applying for reduction or elimination of withholding, see  
Joint transferors. If one or more foreign persons and  
one or more U.S. persons jointly transfer a USRPI, you  
must determine the amount subject to withholding in the  
following manner.  
1. Allocate the amount realized from the transfer  
among the transferors based on their capital contribution  
to the property. For this purpose, a husband and wife are  
treated as having contributed 50% each.  
Instructions for Form 8288 (Rev. 01-2023)  
-3-  
           
providing instructions for how to get a TIN. When the  
transferor provides the IRS with a TIN, the IRS will provide  
the transferor with a stamped Copy B of Form 8288-A.  
Such other QIE is a regulated investment company  
(RIC) that issues certain redeemable securities.  
Notwithstanding the above, the stock of the QIE will be  
treated as held by a U.S. person if such other QIE is  
domestically controlled.  
Penalties  
Under section 6651, penalties apply for failure to file Form  
8288 when due and for failure to pay the withholding when  
due. In addition, if you are required to but do not withhold  
tax under section 1445, the tax, including interest, may be  
collected from you. Under section 7202, you may be  
subject to a penalty of up to $10,000 for willful failure to  
collect and pay over the tax. Corporate officers or other  
responsible persons may be subject to a penalty under  
section 6672 equal to the amount that should have been  
withheld and paid over to the IRS.  
3. Stock in a QIE that is held by any other QIE not  
described above will be treated as held by a U.S. person  
in proportion to the stock ownership of such other QIE  
which is (or is treated as) held by a U.S. person.  
Foreign person. A nonresident alien individual, a foreign  
corporation that does not have a valid election under  
section 897(i) to be treated as a domestic corporation, a  
foreign partnership, a foreign trust, or a foreign estate. A  
resident alien individual is not a foreign person.  
A qualified foreign pension fund or any entity wholly  
owned by such fund is not a foreign person for purposes  
of section 1445. See sections 897(l) and 1445(f)(3) for  
more information.  
Definitions for Section 1445 Withholding  
Agent. An agent is any person who represents the  
transferor or transferee in any negotiation with another  
person (or another person’s agent) relating to the  
transaction or in settling the transaction.  
Amount realized. The sum of the cash paid or to be paid  
(not including interest or original issue discount), the fair  
market value of other property transferred or to be  
transferred, and the amount of any liability assumed by  
the transferee or to which the USRPI is subject  
immediately before and after the transfer. Generally, the  
amount realized for purposes of this withholding is the  
sales or contract price.  
Date of transfer. The first date on which consideration is  
paid or a liability is assumed by the transferee. However,  
for purposes of sections 1445(e)(2), (3), and (4), and  
Regulations sections 1.1445-5(c)(1)(iii) and 1.1445-5(c)  
(3), the date of transfer is the date of distribution that  
creates the obligation to withhold. Payment of  
Qualified investment entity (QIE). A QIE is:  
Any REIT, and  
Any RIC which is a U.S. real property holding  
corporation or which would be a U.S. real property holding  
corporation.  
In determining if a RIC is a U.S. real property holding  
corporation, the RIC is required to include as USRPIs its  
holdings of stock in a RIC or REIT that is a U.S. real  
property holding company, even if such stock is regularly  
traded and the RIC did not own more than 10% of such  
stock in the case of a REIT (5% for dispositions before  
December 17, 2015) or 5% of such stock in the case of a  
RIC, and even if such stock is domestically controlled.  
For more information, see Pub. 515.  
Qualified substitute. For this purpose, a qualified  
substitute is:  
consideration does not include the payment before  
passage of legal or equitable title of earnest money (other  
than pursuant to an initial purchase contract), a good-faith  
deposit, or any similar amount primarily intended to bind  
the parties to the contract and subject to forfeiture. A  
payment that is not forfeitable may also be considered  
earnest money, a good-faith deposit, or a similar sum.  
The person (including any attorney or title company)  
responsible for closing the transaction, other than the  
transferor’s agent; and  
The transferee’s agent.  
Transferee. Any person, foreign or domestic, that  
acquires a USRPI by purchase, exchange, gift, or any  
other transfer.  
Domestically controlled QIE. A QIE is domestically  
controlled if at all times during the testing period less than  
50% in value of its stock was held, directly or indirectly, by  
foreign persons. The testing period is the shorter of:  
Transferor. For purposes of this withholding, this means  
any foreign person that disposes of a USRPI by sale,  
exchange, gift, or any other disposition. A disregarded  
entity cannot be the transferor for purposes of section  
1445. Instead, the person considered as owning the  
assets of the disregarded entity for federal tax purposes is  
regarded as the transferor. A disregarded entity for  
these purposes means an entity that is disregarded as an  
entity separate from its owner under Regulations section  
301.7701-3, a qualified REIT subsidiary as defined in  
section 856(i), or a qualified subchapter S subsidiary  
under section 1361(b)(3)(B).  
Transferee’s or transferor’s agent. For purposes of  
section 1445(e), a transferee’s or transferor’s agent is any  
person who represents or advises an entity, a holder of an  
interest in an entity, or a fiduciary with respect to the  
planning, arrangement, or completion of a transaction  
described in sections 1445(e)(1) through (4).  
The 5-year period ending on the date of the disposition  
(or distribution), or  
The period during which the entity was in existence.  
For the purpose of determining whether a QIE is  
domestically controlled, the following rules apply.  
1. A person holding less than 5% of any class of stock  
of a QIE which is regularly traded on an established  
securities market in the United States at all times during  
the testing period will be treated as a U.S. person unless  
the QIE has actual knowledge that such person is not a  
U.S. person.  
2. Any stock in a QIE that is held by another QIE will  
be treated as held by a foreign person if:  
Any class of stock of such other QIE is regularly traded  
on an established securities market, or  
-4-  
Instructions for Form 8288 (Rev. 01-2023)  
           
take into account the number of days the property will be  
vacant in making this determination. No form or other  
document is required to be filed with the IRS for this  
exception. However, if you do not in fact use the property  
as a residence, the withholding tax may be collected from  
you.  
This exception applies whether or not the transferor  
(seller) is an individual, partnership, trust, corporation, or  
other transferor. However, this exception does not apply if  
the actual transferee (buyer) is not an individual, even if  
the property is acquired for an individual.  
U.S. real property interest (USRPI). Any interest, other  
than an interest solely as a creditor, in the following.  
1. Real property located in the United States or the  
U.S. Virgin Islands.  
2. Certain personal property associated with the use of  
real property.  
3. A domestic corporation, unless it is shown that the  
corporation was not a U.S. real property holding  
corporation during the previous 5 years (or during the  
period in which the transferor held the interest, if shorter).  
A USRPI does not include the following.  
1. An interest in a domestically controlled QIE.  
2. An interest in a REIT that is held by a qualified  
shareholder. For the definition of a qualified shareholder,  
see section 897(k)(3). But see section 897(k)(2)(B) for the  
cut-back rule if the qualified shareholder has one or more  
applicable investors.  
Transferor not a foreign person. Generally, no  
withholding is required if you receive a certification of  
nonforeign status from the transferor, signed under  
penalties of perjury, stating that the transferor is not a  
foreign person and containing the transferor’s name,  
address, and TIN (social security number (SSN) or  
employer identification number (EIN)). A certification of  
nonforeign status includes a valid Form W-9 submitted by  
the transferor. The transferor can give the certification to a  
qualified substitute (defined earlier). The qualified  
substitute gives you a statement, under penalties of  
perjury, that the certification is in the qualified substitute’s  
possession.  
If you receive a certification (or statement), the  
withholding tax cannot be collected from you unless you  
knew that the certification (or statement) was false or you  
received a notice from your agent, the transferor’s agent,  
or the qualified substitute that it was false. The  
certification must be signed by the individual, a  
responsible officer of a corporation, a general partner of a  
partnership, or the trustee, executor, or fiduciary of a trust  
or estate.  
3. An interest in a corporation that:  
Did not hold any USRPI as of the date the interest in  
such corporation is disposed,  
Has disposed of all its USRPIs in transactions in which  
the full amount of any gain was recognized as provided in  
section 897(c)(1)(B), and  
Neither such corporation nor any predecessor of such  
corporation was a REIT or a RIC at any time during the  
shorter of the previous 5 years or the period in which the  
transferor held the interest.  
4. An interest in certain publicly traded corporations,  
partnerships, and trusts.  
See Regulations sections 1.897-1 and 1.897-2 for more  
USRPI, later.  
Withholding agent. For purposes of this return, this  
means the buyer or other transferee who acquires a  
USRPI from a foreign person.  
A disregarded entity may not certify that it is the  
transferor for U.S. tax purposes. Rather, the owner of the  
disregarded entity is treated as the transferor of the  
property and must provide the certificate of nonforeign  
status to avoid withholding under section 1445.  
Exceptions to Section 1445 Withholding  
Withholding at a Reduced Rate  
A foreign corporation electing to be treated as a  
domestic corporation under section 897(i) must attach to  
the certification a copy of the acknowledgment of the  
election received from the IRS. The acknowledgment  
must state that the information required by Regulations  
section 1.897-3 has been determined to be complete. If  
the acknowledgment is not attached, you may not rely on  
the certification. Keep any certification of nonforeign  
status you receive in your records for 5 years after the  
year of transfer.  
A qualified foreign pension fund or any entity wholly  
owned by such fund may provide a certification of  
nonforeign status to establish that it is not a foreign person  
for purposes of section 1445. See sections 897(l) and  
1445(f)(3) for more information.  
You may also use other means to determine that the  
transferor is not a foreign person. But if you do and it is  
later determined that the transferor is a foreign person, the  
withholding tax may be collected from you.  
Late notice of false certification. If, after the date of  
transfer, you receive a notice from your agent, the  
transferor’s agent, or the qualified substitute that the  
certification of nonforeign status is false, you do not have  
Purchase of residence for $1 million or less.  
Withholding is required at a reduced rate of 10% in the  
case of a disposition of:  
A property which is acquired by the transferee for use  
by the transferee as a residence, and  
The amount realized for the property is $1 million or  
less. However, see Purchase of residence for $300,000 or  
less, next.  
Withholding Not Required  
Purchase of residence for $300,000 or less. If one or  
more individuals acquire U.S. real property for use as a  
residence and the amount realized (in most cases, the  
sales price) is $300,000 or less, no withholding is  
required.  
A USRPI is acquired for use as a residence if you or a  
member of your family has definite plans to reside in the  
property for at least 50% of the number of days the  
property is used by any person during each of the first two  
12-month periods following the date of transfer. Do not  
Instructions for Form 8288 (Rev. 01-2023)  
-5-  
           
to withhold on consideration paid before you received the  
notice. However, you must withhold the full 15% of the  
amount realized from any consideration that remains to be  
paid, if possible. You must do this by withholding and  
paying over the entire amount of each successive  
payment of consideration until the full 15% has been  
withheld and paid to the IRS. These amounts must be  
reported and transmitted to the IRS by the 20th day  
following the date of each payment.  
Transferred property that isn’t a USRPI. If you acquire  
an interest in property that is not a USRPI (defined under  
U.S. real property interest (USRPI), earlier), withholding is  
generally not required. A USRPI includes certain interests  
in U.S. corporations, as well as direct interests in real  
property and certain associated personal property.  
No withholding is required on the acquisition of an  
interest in a domestic corporation if (a) any class of stock  
of the corporation is regularly traded on an established  
securities market, or (b) the transferee receives a  
statement issued by the corporation that the interest is not  
a USRPI, unless you know that the statement is false or  
you receive a notice from your agent or the transferor’s  
agent that the statement is false. A corporation’s  
statement may be relied on only if it is dated not more than  
30 days before the date of transfer.  
Late notice of false statement. If, after the date of  
transfer, you receive a notice indicating that the statement  
is false, see Late notice of false certification, earlier.  
Generally, no withholding is required on the acquisition  
of an interest in a foreign corporation. However,  
withholding may be required if the foreign corporation has  
made the election under section 897(i) to be treated as a  
domestic corporation.  
Transferor’s nonrecognition of gain or loss. You may  
receive a notice from the transferor signed under  
penalties of perjury stating that the transferor is not  
required to recognize gain or loss on the transfer because  
of a nonrecognition provision of the Internal Revenue  
Code (see Temporary Regulations section 1.897-6T(a)  
(2)) or a provision in a U.S. tax treaty. You may rely on the  
transferor’s notice, and not withhold, unless (a) only part  
of the gain qualifies for nonrecognition, or (b) you know or  
have reason to know that the transferor is not entitled to  
the claimed nonrecognition treatment.  
A notice of nonrecognition cannot be used for the  
exclusion from income under section 121,  
like-kind exchanges that do not qualify for  
!
CAUTION  
nonrecognition treatment in their entirety, and deferred  
like-kind exchanges that have not been completed when it  
is time to file Form 8288. In these cases, a withholding  
certificate issued by the IRS, as described next, must be  
obtained.  
Withholding certificate issued by the IRS. A  
withholding certificate may be issued by the IRS to reduce  
or eliminate withholding on dispositions of USRPIs by  
foreign persons. Either a transferee or transferor may  
apply for the certificate. The certificate may be issued if:  
Reduced withholding is appropriate because the 10%,  
15%, or 21% (35% for distributions made before January  
1, 2018) amount exceeds the transferor’s maximum tax  
liability;  
The transferor is exempt from U.S. tax or  
nonrecognition provisions apply; or  
The transferee or transferor enters into an agreement  
with the IRS for the payment of the tax.  
An application for a withholding certificate must comply  
with the provisions of Regulations sections 1.1445-3 and  
1.1445-6, and Rev. Proc. 2000-35, 2000-35 I.R.B. 211.  
You can find Rev. Proc. 2000-35 at IRS.gov/pub/irs-irbs/  
irb00-35.pdf. In certain cases, you may use Form 8288-B  
to apply for a withholding certificate. The IRS will normally  
act on an application by the 90th day after a complete  
application is received.  
If you receive a withholding certificate from the IRS that  
excuses withholding, you are not required to file Form  
8288. However, if you receive a withholding certificate that  
reduces (rather than eliminates) withholding, there is no  
exception to withholding, and you are required to file Form  
8288. Attach a copy of the withholding certificate to Form  
8288. See When To File under General Instructions for  
Section 1445 Withholding, earlier, for more information.  
No consideration paid. Withholding is not required if the  
amount realized by the transferor is zero (for example, the  
property is transferred as a gift and the recipient does not  
assume any liabilities or furnish any other consideration to  
the transferor).  
Options to acquire USRPIs. No withholding is required  
with respect to any amount realized by the grantor on the  
grant or lapse of an option to acquire a USRPI. However,  
withholding is required on the sale, exchange, or exercise  
of an option.  
No particular form is required for this notice. By the  
20th day after the date of transfer, you must send a copy  
of the notice of nonrecognition (with a cover letter giving  
your name, address, and TIN) to:  
Property acquired by a governmental unit. If the  
property is acquired by the United States, a U.S. state or  
possession or political subdivision, or the District of  
Columbia, withholding is generally not required.  
Ogden Service Center  
P.O. Box 409101  
Ogden, UT 84409  
For rules that apply to foreclosures, see Regulations  
See Regulations section 1.1445-2(d)(2) for more  
section 1.1445-2(d)(3).  
information on the transferor’s notice of nonrecognition.  
Applicable wash sale transaction. If a distribution from  
a domestically controlled QIE is treated as a distribution of  
a USRPI only because an interest in the entity was  
disposed of in an applicable wash sale transaction,  
withholding is generally not required. See section 897(h)  
(5).  
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Instructions for Form 8288 (Rev. 01-2023)  
   
corporations, QIEs, trusts, and estates. A domestic trust  
or estate must withhold 21% (35% for distributions made  
before January 1, 2018) of the amount distributed to a  
foreign beneficiary from a “U.S. real property interest  
account” that it is required to establish under Regulations  
section 1.1445-5(c)(1)(iii). A foreign corporation that has  
not made the election under section 897(i) must withhold  
21% (35% for distributions made before January 1, 2018)  
of the gain it recognizes on the distribution of a USRPI to  
its shareholders. Certain domestic corporations are  
required to withhold tax on distributions to foreign  
shareholders.  
No withholding is required on the transfer of an interest  
in a domestic corporation if any class of stock of the  
corporation is regularly traded on an established  
securities market. Also, no withholding is required on the  
transfer of an interest in a PTP or trust.  
Late Filing of Certification or Notice  
You may be eligible for relief for a late filing if a statement  
or notice was not provided to the relevant person or the  
IRS by the specified deadline and if you have reasonable  
cause for the failure to make a timely filing. Once you  
become aware that you have failed to timely file certain  
certificates or notices, you must file the required  
certification or notice with the appropriate person or the  
IRS. Also include the following.  
A statement at the top of the document(s) that it is  
“FILED PURSUANT TO REV. PROC. 2008-27.”  
An explanation describing why the failure was due to  
reasonable cause. Within the explanation, provide that  
you filed with, or obtained from, an appropriate person the  
required certification or notice.  
The completed certification or notice attached to the  
explanation must be sent to:  
No withholding will be required with respect to an  
interest holder if the entity or fiduciary receives a  
Ogden Service Center  
P.O. Box 409101  
certification of nonforeign status from the interest holder.  
A certification of nonforeign status includes a valid Form  
W-9 submitted by the transferor. An entity or fiduciary may  
also use other means to determine that an interest holder  
is not a foreign person, but if it does so and it is later  
determined that the interest holder is a foreign person, the  
withholding may be collected from the entity or fiduciary.  
Ogden, UT 84409  
For more information, see Rev. Proc. 2008-27, 2008-21  
I.R.B. 1014, available at IRS.gov/IRB/  
Liability of Agents  
If you (or the qualified substitute) received (a) a  
transferor’s certification of nonforeign status, or (b) a  
corporation’s statement that an interest is not a USRPI,  
substitute, knows the document is false, the agent (or  
substitute) must notify you. If notification is not provided,  
the agent (or substitute) will be liable for the tax that  
should have been withheld, but only to the extent of the  
agent’s (or substitute’s) compensation from the  
transaction.  
If you (or the substitute) receive a notice of false  
certification or statement from your agent, the transferor’s  
agent, or the qualified substitute, you must withhold tax as  
if you had not received a certification or statement. See  
Section 1445(e)(1) Transactions  
Partnerships. A domestic partnership that is not publicly  
traded must withhold tax under section 1446(a) on  
effectively connected taxable income allocated to its  
foreign partners and must file Forms 8804 and 8805. A  
PTP or nominee must generally withhold tax under section  
1446(a) on distributions to its foreign partners and must  
file Forms 1042 and 1042-S. Because a domestic  
partnership that disposes of a USRPI is required to  
withhold under section 1446(a), it is not required to  
withhold under section 1445(e)(1).  
Trusts and estates. If a domestic trust or estate  
disposes of a USRPI, the amount of gain realized must be  
paid into a separate “USRPI account.” For these  
purposes, a domestic trust is one that does not make the  
large trust election (explained next), is not a QIE, and is  
not publicly traded. The fiduciary must withhold 21% (35%  
for distributions made before January 1, 2018) of the  
amount distributed to a foreign person from the account  
during the tax year of the trust or estate in which the  
disposition occurred. The withholding must be paid over  
to the IRS within 20 days of the date of distribution.  
Special rules apply to grantor trusts. See Regulations  
section 1.1445-5 for more information and how to  
compute the amount subject to withholding.  
Large trust election. Trusts with more than 100  
beneficiaries may make an election to withhold upon  
distribution rather than at the time of transfer. The amount  
to be withheld from each distribution is 21% (35% for  
distributions made before January 1, 2018) of the amount  
attributable to the foreign beneficiary’s proportionate  
share of the current balance of the trust’s section 1445(e)  
(1) account. This election does not apply to any QIE or to  
any publicly traded trust. Special rules apply to large trusts  
that make recurring sales of growing crops and timber.  
A person is not treated as an agent if the person only  
performs one or more of the following acts in connection  
with the transaction.  
1. Receiving and disbursing any part of the  
consideration.  
2. Recording any document.  
3. Typing, copying, and other clerical tasks.  
4. Obtaining title insurance reports and reports  
concerning the condition of the property.  
5. Transmitting documents between the parties.  
6. Functioning exclusively in his or her capacity as a  
representative of a condominium association or  
cooperative housing corporation. This exemption includes  
the board of directors, the committee, or other governing  
body.  
Entities Subject to Section 1445(e)  
Withholding under section 1445(e) is required on certain  
distributions and other transactions by domestic or foreign  
Instructions for Form 8288 (Rev. 01-2023)  
-7-  
         
A trust’s section 1445(e)(1) account is the total net gain  
realized by the trust on all section 1445(e)(1) transactions  
after the date of the election, minus the total of all  
distributions made by the trust after the date of the  
election from such total net gain. See Regulations section  
1.1445-5(c)(3) for more information.  
cash or cash equivalents. The transferee may rely on the  
statement unless the transferee knows it is false or the  
transferee receives a false statement notice pursuant to  
Regulations section 1.1445-4.  
A disposition of a partnership interest that meets  
this exception may instead be subject to  
!
CAUTION  
withholding under section 1446(f)(1). See  
Section 1445(e)(2) Transactions  
A foreign corporation that distributes a USRPI must  
generally withhold 21% (35% for distributions made  
before January 1, 2018) of the gain recognized by the  
corporation. No withholding or reduced withholding is  
required if the corporation receives a withholding  
certificate from the IRS.  
Section 1445(e)(6) Transactions  
A QIE must withhold 21% (35% for distributions made  
before January 1, 2018) of a distribution to a nonresident  
alien or a foreign corporation that is treated as gain  
realized from the sale or exchange of a USRPI. No  
withholding under section 1445 is required on a  
Section 1445(e)(3) Transactions  
Generally, a domestic corporation that distributes any  
property to a foreign person that holds an interest in the  
corporation must withhold 15% (10% for distributions  
before February 17, 2016) of the fair market value of the  
property distributed if:  
distribution to a nonresident alien or foreign corporation if  
the distribution is on stock regularly traded on a securities  
market in the United States and the alien or corporation  
did not own more than 10% (for distributions before  
December 17, 2015, did not own more than 5% of such  
stock in case of a REIT) of that stock at any time during  
the 1-year period ending on the date of distribution.  
The foreign person’s interest in the corporation is a  
USRPI under section 897; and  
The property is distributed in redemption of stock under  
section 302, in liquidation of the corporation under  
sections 331 through 346, or with respect to stock under  
section 301 that is not made out of the earnings and  
profits of the corporation.  
A distribution made after December 17, 2015, by a  
REIT is generally not treated as gain from the sale or  
exchange of a USRPI if the shareholder is a qualified  
shareholder (as described in section 897(k)(3)).  
No withholding or reduced withholding is required if the  
corporation receives a withholding certificate from the  
IRS.  
General Instructions for Section  
1446(f)(1) Withholding  
Section 1446(f)(1) generally imposes a 10% withholding  
obligation on the buyer or other transferee (withholding  
agent) when an interest in a partnership is acquired from a  
foreign person (transferor) if:  
Section 1445(e)(4) Transactions  
No withholding is required under section 1445(e)(4),  
relating to certain taxable distributions by domestic or  
foreign partnerships, trusts, and estates, until the effective  
date of a Treasury Decision under section 897(e)(2)(B)(ii)  
and (g).  
1. The transferor realized a gain on the sale, and  
2. Any portion of the gain would be treated under  
section 864(c)(8) as effectively connected with the  
conduct of a trade or business within the United States  
(effectively connected gain).  
Though withholding is not currently required under  
section 1445(e)(4), withholding may be required  
!
CAUTION  
under section 1446(f)(1) on the amount realized  
A transfer can occur when a partnership distribution  
results in gain under section 731. Under section 1446(f)  
(4), if the transferee fails to withhold any required amount,  
the partnership must deduct and withhold from  
when a domestic or foreign partnership makes a  
distribution to a foreign partner.  
Section 1445(e)(5) Transactions  
distributions to the transferee the amount that the  
transferee failed to withhold (plus interest). See General  
The transferee of a partnership interest must withhold  
15% (10% for dispositions before February 17, 2016) of  
the amount realized on the disposition by a foreign partner  
of an interest in a domestic or foreign partnership in which  
at least 50% of the value of the gross assets consists of  
USRPIs and at least 90% of the value of the gross assets  
consists of U.S. real property, interests plus any cash or  
cash equivalents. However, no withholding is required  
under section 1445(e)(5) for dispositions of interests in  
other partnerships, trusts, or estates until the effective  
date of a Treasury Decision under section 897(g). No  
withholding is required if, no earlier than 30 days before  
the transfer, the transferee receives a statement signed by  
a general partner under penalties of perjury that at least  
50% of the value of the gross assets of the partnership  
does not consist of USRPIs or that at least 90% of the  
value of the gross assets does not consist of USRPIs, plus  
Who Must File  
Unless any of exceptions 1 through 6 of the Exceptions to  
Interests, later, applies, a buyer or other transferee of a  
partnership interest must complete and file Part III of Form  
8288 to report and transmit the amount withheld.  
However, if exception 6 applies, the transferee has a  
separate filing obligation.  
Amount To Withhold  
Generally, you must withhold 10% of the transferor’s  
amount realized on the transfer, defined later.  
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Instructions for Form 8288 (Rev. 01-2023)  
               
When To File  
A transferee must file Form 8288 and transmit the tax  
withheld to the IRS by the 20th day after the date of  
transfer.  
Foreign person. A person that is not a U.S. person,  
including a qualified intermediary (QI) branch of a U.S.  
financial institution (as defined in Regulations section  
1.1471-1(b)(109)).  
TIN. The TIN assigned to a person under section 6109.  
Where To File  
Transfer. A sale, exchange, or other disposition, which  
includes a distribution from a partnership to a partner, as  
well as a transfer treated as a sale or exchange under  
section 707(a)(2)(B).  
Transferee. Any person, foreign or domestic, that  
acquires a partnership interest through a transfer, and  
includes a partnership that makes a distribution.  
Transferor. Generally means any person, foreign or  
domestic, that transfers a partnership interest. In the case  
of a trust, to the extent all or a portion of the income of the  
trust is treated as owned by the grantor or another person  
under sections 671 through 679 (such trust, a grantor  
trust), the term “transferor” means the grantor or such  
other person.  
Send Form 8288 with the amount withheld, and copies A  
and B of Form(s) 8288-A to:  
Ogden Service Center  
P.O. Box 409101  
Ogden, UT 84409  
Forms 8288-A Must Be Attached  
Anyone who completes Form 8288 must also complete a  
Form 8288-A for each person subject to withholding.  
Copies A and B of Form 8288-A must be attached to Form  
8288. Copy C is for your records. Multiple Forms 8288-A  
related to a single transaction can be filed with one Form  
8288. You are not required to furnish a copy of Form 8288  
or 8288-A directly to the transferor.  
Transferor’s agent or transferee’s agent. Any person  
who represents the transferor or transferee (respectively)  
in any negotiation with another person relating to the  
transaction or in settling the transaction. A person will not  
be treated as a transferor’s agent or a transferee’s agent  
solely because it performs one or more of the activities  
described in Regulations section 1.1445-4(f)(3) (relating  
to activities of settlement officers and clerical personnel).  
The IRS will stamp Copy B of each Form 8288-A and  
will forward the stamped copy to the foreign person  
subject to withholding at the address shown on Form  
8288-A. To receive credit for the withheld amount, the  
transferor must generally attach the stamped Copy B of  
Form 8288-A to a U.S. income tax return (for example,  
Form 1040-NR or 1120-F).  
Transferor’s taxpayer identification number (TIN)  
missing. If you do not have the transferor's TIN, you  
must still file Forms 8288 and 8288-A. A stamped copy of  
Form 8288-A will not be provided to the transferor if the  
transferor’s TIN is not included on that form. The IRS will  
send a letter to the transferor requesting the TIN and  
provide instructions for how to get a TIN. When the  
transferor provides the IRS with a TIN, the IRS will provide  
the transferor with a stamped Copy B of Form 8288-A.  
U.S. person. A person described in section 7701(a)(30).  
Exceptions to Section 1446(f)(1) Withholding on  
Transfers of Non-PTP Interests  
A transferee, including a partnership when the partner is a  
distributee, is not required to withhold on the transfer of a  
non-PTP interest if it properly relies on one of the following  
six certifications, the requirements of which are more fully  
described in Regulations section 1.1446(f)-2(b) and Pub.  
515. A transferee may not rely on a certification if it has  
actual knowledge that the certification is incorrect or  
unreliable. A certification must provide the name and  
address of the person providing it, be signed under  
penalties of perjury, and generally include the TIN of the  
transferor. See Regulations sections 1.1446(f)-1(c)(2)(i)  
and 1.1446(f)-2(b)(1). Only the certification for exception 6  
(related to claims for treaty benefits) must be submitted to  
the IRS.  
Penalties  
Under section 6651, penalties apply for failure to file Form  
8288 when due and for failure to pay the withholding when  
due. In addition, if you are required to but do not withhold  
tax under section 1446(f)(1), the tax, including interest,  
may be collected from you. Under section 7202, you may  
be subject to a penalty of up to $10,000 for willful failure to  
collect and pay over the tax. Corporate officers or other  
responsible persons may be subject to a penalty under  
section 6672 equal to the amount that should have been  
withheld and paid over to the IRS. See Regulations  
section 1.1461-3 for other penalties that may apply.  
A partnership that is a transferee because it makes a  
distribution may generally rely on a certification from a  
transferor in the same manner, with the following  
modifications.  
Definitions for Section 1446(f)(1) Withholding  
For exception 2, a distributing partnership may rely on  
its books and records or on a certification from the  
distributee partner.  
Amount realized. See Determining the Amount To  
Withhold, later.  
For exception 3, a distributing partnership may only rely  
Controlling partner. A partner that, together with any  
person that bears a relationship described in section  
267(b) or 707(b)(1) to the partner, owns directly or  
indirectly a 50% or greater interest in the capital, profits,  
deductions, or losses of the partnership at any time within  
the 12 months before the determination date.  
on its books and records.  
For exception 4, a distributing partnership may only rely  
on its books and records but must also obtain a  
representation from the distributee partner stating that the  
distributee partner satisfies the reporting and tax payment  
requirements with respect to the partnership’s ECI for the  
look-back period.  
Instructions for Form 8288 (Rev. 01-2023)  
-9-  
               
A partnership may not rely on its books and records if it  
knows, or has reason to know, that the information in its  
own books and records is incorrect or unreliable.  
during the look-back period, was less than 10% of its total  
distributive share of partnership gross income; and  
4. For each year during the look-back period, the  
transferor’s distributive share of partnership ECI or gain  
(or losses properly allocated and apportioned to that  
income) has been timely reported on a federal income tax  
return of the transferor (or if the transferor was a  
partnership, its direct or indirect nonresident alien and  
foreign corporate partners) and any tax due with respect  
to such amounts has been timely paid, provided the return  
was required to be filed when the transferor furnishes the  
certification.  
Exceptions  
The relevant information for many of the exceptions is  
based on a determination date. See Regulations section  
1.1446(f)-1(c)(4) and Pub. 515 for more information  
regarding the determination date.  
1. Certification of nonforeign status. The transferor  
provides a certification of nonforeign status signed under  
penalties of perjury that states that the transferor is not a  
foreign person, and provides the transferor’s name, TIN,  
and address. A certification of nonforeign status includes  
a valid Form W-9 (including a valid form that the  
5. Certification of nonrecognition. The transferor  
provides a certification that it is not required to recognize  
any gain or loss with respect to the transfer by reason of  
the operation of a nonrecognition provision of the Internal  
Revenue Code. The certification must briefly describe the  
transfer and provide the relevant law and facts relating to  
the certification.  
This exception does not apply if only a portion of the  
gain is not recognized. In that case, the transferor may be  
later, if the requirements under Regulations section  
1.1446(f)-2(c)(4)(v) are met.  
6. Certification that an income tax treaty applies. The  
transferor provides a certification using Form W-8BEN or  
W-8BEN-E, as applicable, or applicable substitute form  
that meets the requirements under Regulations section  
1.1446-1(c)(5) that the transferor is not subject to tax on  
any gain from the transfer pursuant to an income tax  
treaty. The form should contain the information necessary  
to support the claim for treaty benefits. Within 30 days  
after the date of the transfer, the transferee must mail a  
copy of the certificate, together with a cover letter  
providing the name, TIN, and address of the transferee  
and the partnership in which the interest was transferred  
to the IRS, at the address in Where To File, earlier. See  
Regulations section 1.1446(f)-2(b)(7).  
transferee already has in its possession).  
2. Certification of no realized gain. The transferor  
provides a certification that, on the transfer of the  
partnership interest, there was no realized gain (including  
no ordinary income arising from the application of section  
751 and Regulations section 1.751-1) as of the  
determination date.  
3. Certification of less than 10% effectively connec-  
ted gain. The transferor provides a certification from the  
partnership stating that:  
1. On the deemed sale of the partnership assets in the  
manner described in Regulations section 1.864(c)(8)-1(c)  
as of the determination date either:  
a. The partnership would have no effectively  
connected gain (or the net amount of its effectively  
connected gain would be less than the 10% of the total  
net gain), or  
b. The transferor’s distributive share of net effectively  
connected gain resulting from the deemed sale would be  
less than 10% of the transferor’s distributive share of the  
total net gain; or  
2. The partnership was not engaged in a trade or  
business within the United States at any time during the  
tax year of the partnership until the date of transfer.  
The transferor may not provide this certification if any  
portion of the gain is subject to tax. In that case, the  
transferor may be able to provide a Certification of  
maximum tax liability, later, if the requirements under  
Regulations section 1.1446(f)-2(c)(4)(vi) are met.  
4. Certification of less than 10% effectively connec-  
ted income (ECI). The transferor provides a certification  
that:  
1. The transferor was a partner in the partnership for  
the transferor’s immediately prior tax year (for which it has  
already received a Schedule K-1 (Form 1065)) and the 2  
preceding tax years (the look-back period) and had a  
distributive share of gross income from the partnership in  
each of these years;  
2. The transferor’s distributive share of gross ECI from  
the partnership, and from certain persons related to the  
transferor, as reported on a Schedule K-1 (Form 1065) or  
other statement required by the partnership, was less than  
$1 million for each of the tax years during the look-back  
period;  
3. The transferor’s distributive share of partnership  
gross ECI, as reported on a Schedule K-1 (Form 1065) or  
other statement required by the partnership, for each year  
Determining the Amount To Withhold  
In general, the transferee must withhold 10% of the  
amount realized. The amount realized includes the  
following.  
1. The cash paid (or to be paid),  
2. The fair market value of property transferred (or to  
be transferred),  
3. The amount of any liabilities assumed by the  
transferee or to which the partnership is subject, and  
4. The reduction in the transferor’s share of  
partnership liabilities.  
The rules for determining the amount to withhold are  
contained in Regulations section 1.1446(f)-2(c). See also  
Pub. 515. If certain requirements are met, the transferee  
may rely on a certification of the amount of the transferor's  
share of partnership liabilities reported on the most recent  
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Instructions for Form 8288 (Rev. 01-2023)  
     
Schedule K-1 (Form 1065) issued by the partnership or a  
certification from a partnership that provides the amount  
of the transferor's share of partnership liabilities as of the  
determination date.  
Transfers of Partnership Interests Subject to  
Withholding Under Sections 1445(e)(5) and  
1446(f)(1)  
The transfer of a partnership interest may be subject to  
withholding under section 1445(e)(5) or Regulations  
section 1.1445-11T(d)(1) if 50% or more of the value of  
the partnership’s gross assets consists of USRPIs, and  
90% or more of the value of its gross assets consists of  
USRPIs plus any cash or cash equivalents. The transfer of  
a partnership interest may also be subject to withholding  
under section 1446(f)(1) and Regulations section  
1.1446(f)-2, if the partnership also holds other property  
used in the conduct of a trade or business within the  
United States. If both sections 1445(e)(5) and 1446(f)(1)  
could apply to the same transfer, the transfer is subject to  
the payment and reporting requirements of section 1445  
only and not section 1446(f)(1). However, if the transferor  
has applied for a withholding certificate under the last  
sentence of Regulations section 1.1445-11T(d)(1), the  
transferee must withhold the greater of the amounts  
required under section 1445(e)(5) or 1446(f)(1). A  
transferee that has complied with the withholding  
requirements under either section 1445(e)(5) or 1446(f)  
(1), as described in this paragraph, will be deemed to  
satisfy its withholding requirement.  
Modified amount realized. If a foreign partnership is the  
transferor, separate rules may apply to determine a  
modified amount realized. The modified amount realized  
is determined by multiplying the amount realized by the  
aggregate percentage computed as of the determination  
date. The aggregate percentage is the percentage of the  
gain (if any) arising from the transfer that would be  
allocated to any presumed foreign taxable persons. For  
this purpose, a presumed foreign taxable person is any  
person that has not provided a certification of nonforeign  
status, as previously described in the exception 1 to  
withholding, or a certification that, pursuant to a tax treaty,  
no portion of the foreign taxable person’s gain is subject to  
tax. The foreign partnership claims the modified amount  
realized by providing a certification on Form W-8IMY as  
provided under Regulations section 1.1446(f)-2(c)(2)(iv).  
The transferee should not submit the certification to the  
IRS for approval.  
Lack of money or property or lack of knowledge re-  
garding liabilities. Under certain circumstances, the  
amount that the transferee must withhold equals 100% of  
the amount realized without regard to any decrease in the  
transferor’s share of the partnership liabilities. These  
circumstances are if:  
1. The amount otherwise required to be withheld  
would exceed the amount realized determined without  
regard to the decrease in the transferor’s share of  
partnership liabilities, or  
Liability of Agents  
A transferee’s or transferor’s agent must provide notice to  
a transferee (or other person required to withhold) if that  
agent is furnished with a certification described in  
Regulations 1.1446(f)-1 or 1.1446(f)-2 that the agent  
knows is false. A person required to withhold may not rely  
on a certification if it receives the notice described in  
Regulations section 1.1446(f)-5(c)(1). An agent’s liability  
is limited to the amount of compensation that the agent  
derives from the transaction. In addition, an agent that  
assists in the preparation of, or fails to disclose knowledge  
of, a false certification may be liable for civil and criminal  
penalties. For more information, see Regulations section  
1.1446(f)-5.  
2. The transferee is unable to determine the amount  
realized because it does not have actual knowledge of the  
transferor’s share of partnership liabilities (and has not  
received or cannot rely on a certification of the transferor’s  
share of partnership liabilities received from the transferor  
(including the most recent Schedule K-1 (Form 1065)) or  
a certification of the transferor’s share of liabilities  
received from the partnership).  
General Instructions for Section  
1446(f)(4) Withholding  
Certification of maximum tax liability. A transferor that  
meets certain requirements can certify its maximum tax  
liability to the transferee. The maximum tax liability is the  
amount of the transferor’s effectively connected gain  
multiplied by the applicable percentage described in  
Regulations section 1.1446-3(a)(2). The applicable  
percentage for foreign corporations is the highest rate of  
tax under section 11(b) and for non-corporations is the  
highest rate of tax under section 1. This certification may  
be used if a nonrecognition provision or an income tax  
treaty excludes only a portion of the effectively connected  
gain. While the certification should not be submitted to the  
IRS for approval, if a portion of the gain on the transfer is  
not subject to tax pursuant to an income tax treaty, the  
certification requirements described in exception 6 must  
be met.  
Section 1446(f)(4) generally imposes a withholding  
obligation on a partnership that makes a distribution to a  
transferee partner that failed to withhold the required  
amount under section 1446(f)(1) when it acquired an  
interest in the partnership. Withholding under section  
1446(f)(4) applies to transfers of interests in partnerships,  
other than publicly traded partnerships (PTPs), that occur  
on or after January 1, 2023.  
Who Must File  
Unless an exception applies (see Exceptions to Section  
1446(f)(4) Withholding, later), a partnership that makes a  
distribution to a transferee partner that failed to properly  
withhold under section 1446(f)(1) must complete and file  
Part IV of Form 8288 to report and transmit the amount  
withheld.  
Instructions for Form 8288 (Rev. 01-2023)  
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section 1446(f)(1) is not required to withhold under  
section 1446(f)(4).  
Amount To Withhold  
The partnership must generally withhold the entire amount  
of each distribution made to the transferee partner until it  
has met its withholding obligation under section 1446(f)  
(4). Generally, the partnership’s withholding obligation will  
be 10% of the amount realized on the transfer, plus  
interest. See Withholding under Section 1446(f)(4), later.  
Withholding under Section 1446(f)(4)  
Certification of withholding. A partnership must  
determine the amount realized on the transfer and any  
amount withheld by the transferee based on a certification  
of withholding from the transferee, without regard to  
whether the certification is received timely. A partnership  
may not rely on the certification of withholding if it knows  
or has reason to know that it is incorrect or unreliable. A  
partnership that already possesses a certification of  
nonforeign status (including a Form W-9) for the transferor  
may instead rely on this certification to determine that it  
has no withholding obligation. However, if the partnership  
receives a certification of withholding that is inconsistent  
with the information on the certification of nonforeign  
status in its possession, the partnership is treated as  
having actual knowledge, or reason to know, that the  
certification of nonforeign status is incorrect or unreliable.  
When To File  
A partnership must file Form 8288 and transmit the tax  
withheld to the IRS by the 20th day after the date of the  
distribution to the transferee.  
Where To File  
Send Form 8288 with the amount withheld, and copy A of  
Form(s) 8288-C to:  
Ogden Service Center  
P.O. Box 409101  
Ogden, UT 84409  
A partnership that does not receive or cannot rely on a  
certification from the transferee must withhold under  
section 1446(f)(4) until it receives a certification that it can  
rely on.  
Notification from the IRS. A partnership that receives  
notification from the IRS that a transferee has provided  
incorrect information regarding the amount realized or  
amount withheld on the certification or has failed to pay  
the IRS the amount reported as withheld on the  
Form 8288-C Must Be Attached  
A partnership should file a separate Form 8288 with Part  
IV completed and only one Form 8288-C attached for  
each distribution per transferee partner subject to the  
withholding requirements of section 1446(f)(4). Copy A of  
Form 8288-C must be attached to Form 8288. Copy B is  
sent to the transferee(s). Copy C is for your records.  
Transferor’s taxpayer identification number (TIN)  
missing. If you do not have the transferee's TIN, you  
must still file Forms 8288 and 8288-C. The IRS will send a  
letter to the transferee requesting the TIN and provide  
instructions for how to get a TIN.  
certification must withhold the amount prescribed in the  
notification on any distributions made to the transferee on  
or after the date that is 15 days after it receives the  
notification. The IRS will not issue a notification on the  
basis that the amount realized on the certification is  
incorrect if it determines that the transferee properly relied  
on a certification that included the incorrect information to  
compute the amount realized.  
For the definitions of transfer, transferee, and  
transferor, see Definitions for Section 1446(f)(1)  
Withholding, earlier.  
TIP  
Subsequent transferees. A partnership is not required  
to withhold on distributions that are made after the date on  
which the transferee disposes of the transferred interest,  
unless the partnership has actual knowledge that any  
person that acquires the transferee's interest in the  
partnership is a related person, that is, a person that bears  
a relationship described in section 267(b) or 707(b)(1)  
with respect to the transferee or the transferor from which  
the transferee acquired the interest.  
Penalties  
Under section 6651, penalties apply for failure to file Form  
8288 when due and for failure to pay the withholding when  
due. In addition, if you are required to but do not withhold  
tax under section 1446(f)(4), the tax, including interest,  
may be collected from you. Under section 7202, you may  
be subject to a penalty of up to $10,000 for willful failure to  
collect and pay over the tax. The general partner(s) or  
other responsible persons may be subject to a penalty  
under section 6672 equal to the amount that should have  
been withheld and paid over to the IRS.  
When to withhold. A partnership must withhold on  
distributions made with respect to a transferred interest  
beginning on the later of:  
Exceptions to Section 1446(f)(4) Withholding  
The date that is 30 days after the date of transfer, or  
The date that is 15 days after the date on which the  
Withholding has been satisfied by transferee. A  
partnership is not required to withhold under section  
1446(f)(4) if it relies on a timely certification of withholding  
received from the transferee that states that an exception  
to withholding applies or that the transferee withheld the  
full amount required to be withheld.  
partnership acquires actual knowledge that the transfer  
has occurred.  
A partnership is treated as satisfying its withholding  
obligation and may stop withholding on distributions with  
respect to a transferred interest on the earlier of:  
The date on which the partnership completes  
PTP interests. A PTP is not required to withhold under  
withholding and paying the amount required to be  
withheld, or  
section 1446(f)(4).  
The date on which the partnership receives and may  
Distributing partnerships. A partnership that is a  
rely on a certification from the transferee (without regard  
transferee because it made a distribution subject to  
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Instructions for Form 8288 (Rev. 01-2023)  
               
to whether such certification is timely received) that claims  
an exception to section 1446(f)(1) withholding.  
Amount of withholding. A partnership required to  
withhold under section 1446(f)(4) must withhold the full  
amount of each distribution made with respect to the  
transferred interest until it has withheld:  
The buyer/transferee of a partnership interest liable for  
section 1446(f)(1) withholding,  
The partnership liable for section 1446(f)(4)  
withholding, or  
The buyer/transferee of a partnership interest making a  
claim of refund of section 1446(f)(4) withholding.  
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.  
A tax of 10% of the amount realized (generally the  
amount realized on the transfer determined solely under  
Regulations section 1.1446(f)-2(c)(2)(i)), reduced by any  
amount withheld by the transferee; plus  
IRS will contact the person or entity listed on line 1  
Any interest computed on the amount that should have  
to resolve any problems that may arise  
!
been withheld.  
CAUTION  
concerning underwithholding and/or penalties.  
However, any amount of a distribution that is required  
to be withheld under another withholding provision (such  
as under section 1441 or 1442) is not also required to be  
withheld under section 1446(f)(4).  
Withholding following a notification from the IRS. A  
partnership that receives notification from the IRS  
(discussed earlier) must withhold the amount prescribed  
in the notification on any distributions made to the  
transferee on or after the date that is 15 days after it  
receives the notification.  
Computation of interest. The amount of interest  
required to be withheld is the amount of interest that  
would be required to be paid under section 6601 and  
Regulations section 301.6601-1 if the amount that should  
have been withheld by the transferee was considered an  
underpayment of tax. Interest is payable between the date  
that is 20 days after the date of the transfer and the date  
on which the transferee’s withholding tax liability due  
under section 1446(f)(1) is satisfied.  
Name and address. If you are a fiduciary for either  
section 1445(a) or 1446(f)(1) withholding, list your name  
and the name of the trust or estate. Enter the home  
address of an individual or the office address of an entity.  
Taxpayer Identification Number (TIN). For a U.S.  
individual, the TIN is a social security number (SSN). For  
any person other than an individual (for example,  
corporation, QIE, estate, or trust), the TIN is an employer  
identification number (EIN). If you do not have an EIN, you  
can apply for one. For more information on how to apply  
For a nonresident alien individual who is not eligible for  
an SSN, the TIN is an IRS individual taxpayer  
identification number (ITIN). For more information on the  
requirements and how to apply for an ITIN, go to IRS.gov/  
ITIN.  
Even if the individual does not already have an ITIN, he  
or she should complete Forms 8288 and 8288-A and mail  
the forms along with any payment to the address shown  
under Where To File, earlier.  
Buyer/Transferee Claiming Refund of Section  
1446(f)(4) Withholding  
Line 2. Enter the location and a description of the  
property, including any substantial improvements (for  
example, “12-unit apartment building”). For an interest in a  
corporation that constitutes a USRPI, enter the class or  
type and amount of the interest (for example, “10,000  
shares Class A Preferred Stock XYZ Corporation”). For an  
interest in a partnership, enter the type of partnership  
interest (such as capital or preferred) transferred and, if  
there are multiple classes of the same type of partnership  
interest, enter the class of interest transferred. Also, enter  
the percentage interest in the partnership or the number of  
units in the partnership that were transferred. For  
example, "40% of the Class B capital interest in the ABC  
Partnership."  
Line 3. Enter the date of the transfer that is subject to  
withholding. If you are completing Part II and are a QIE, a  
domestic trust or estate, or you make a large trust  
election, enter the date of distribution. If you are  
completing Part III and are a partnership that made a  
distribution subject to withholding under section 1446(f)  
(1), enter the date of the distribution.  
A transferee may claim a refund for an excess amount if it  
has been overwithheld upon under section 1446(f)(4). An  
excess amount is the amount of tax and interest withheld  
that exceeds the transferee's withholding tax liability plus  
any interest owed by the transferee with respect to such  
liability. The transferee may also be liable for any  
applicable penalties or additions to tax. A transferee must  
complete Part V of Form 8288 and attach Form(s) 8288-C  
it received from the partnership when making a claim for  
refund of section 1446(f)(4) withholding.  
Specific Instructions for Form  
8288  
Corrected return. Check the box at the top of the page  
to indicate the Form 8288 you are filing is a corrected  
return.  
Withholding Agent Information  
Line 1. Name, address, and TIN of the withholding agent.  
For purposes of Form 8288, the withholding agent is:  
Line 4. If you are completing Part II and the IRS issued a  
withholding certificate for this transfer under Regulations  
section 1.1445-3 or 1.1445-6 and Rev. Proc. 2000-35,  
provide the date that the withholding certificate was  
issued. If a partnership is completing Part IV because it is  
The buyer/transferee of a USRPI liable for section  
1445(a) withholding,  
The entity or fiduciary liable for section 1445(e)  
withholding,  
Instructions for Form 8288 (Rev. 01-2023)  
-13-  
     
withholding under section 1446(f)(4), enter the date of the  
applicable distribution.  
Line 11. Withholding tax liability. Enter an amount on  
only one of lines 11a, 11b, 11c, or 11d.  
Line 11a. Enter the amount subject to withholding  
multiplied by 10% (0.10). This rate is used for any  
dispositions of property prior to February 17, 2016,  
subject to a 10% rate of withholding under section  
1445(e).  
Line 5. Enter the number of Forms 8288-A or 8288-C  
attached, as applicable. If the partnership is completing  
Part IV, the number of Forms 8288-C attached will always  
be one. Copies A and B of each Form 8288-A should be  
counted as one form.  
Line 11b. Enter the amount subject to withholding  
multiplied by 15% (0.15). Generally, this is the rate of  
withholding for transactions required to be reported under  
section 1445(e) in Part II. However, see the discussion of  
various section 1445(e) transactions under Entities  
Line 11c. Enter the amount subject to withholding  
multiplied by 21% (0.21) (35% (0.35) for distributions  
made before January 1, 2018). See the discussion of  
various section 1445(e) transactions under Entities  
Line 11d. If withholding is at a reduced rate, enter the  
adjusted withholding amount, and check the box. Attach a  
copy of the withholding certificate. See the discussion of  
various section 1445(e) transactions under Entities  
Complete only one part of Parts I through V.  
!
CAUTION  
Part I—To Be Completed by the Buyer  
or Other Transferee Required To  
Withhold Under Section 1445(a)  
Line 6. Enter the amount subject to withholding,  
generally the amount realized on the transfer.  
Line 7. Withholding tax liability. Enter an amount on  
only one of lines 7a, 7b, or 7c.  
Line 7a. Enter the amount subject to withholding  
multiplied by 10% (0.10). Amounts entered on line 7a  
include the following:  
Line 12. Enter the amount you actually withheld.  
Withholding under section 1445(a) for the purchase of a  
residence with an amount realized of more than $300,000,  
but less than or equal to $1 million. Generally, no  
withholding is required for the purchase of a residence if  
the amount realized is $300,000 or less. For more  
earlier.  
Example 2. C, a domestic corporation, distributes  
property to F, a foreign shareholder whose interest in C is  
a USRPI. The distribution is in redemption of C’s stock  
(section 1445(e)(3) transaction). C must withhold 15% of  
the fair market value of the property distributed to F. C  
must complete Form 8288 and Form 8288-A.  
Any dispositions of property prior to February 17, 2016,  
Part III—To Be Completed by Buyer/  
Transferee Required To Withhold  
Under Section 1446(f)(1)  
subject to a 10% rate of withholding under section  
1445(a).  
Line 7b. Enter the amount subject to withholding  
multiplied by 15% (0.15). Generally, this is the rate of  
withholding for transactions required to be reported under  
section 1445(a) in Part I. Include withholding for the  
purchase of a residence with an amount realized of more  
than $1 million.  
Each separate transfer subject to the  
withholding requirements of section 1446(f)  
!
CAUTION  
(1) requires the filing of a separate Form  
8288.  
Line 7c. If withholding is at a reduced rate, enter the  
adjusted withholding amount, and check the box. Attach a  
copy of the withholding certificate. See Exceptions to  
Line 13. Amount subject to withholding, generally, the  
amount realized by the transferor. However, see the  
discussion earlier regarding modified amount realized.  
Line 8. Enter the amount you actually withheld.  
Line 14. Withholding tax liability. Enter an amount on  
line 14a or 14b but not both.  
Line 14a. Enter the amount subject to withholding  
multiplied by 10% (0.10). Generally, this is the rate of  
withholding for transactions required to be reported under  
section 1446(f)(1) in Part III.  
Line 14b. If withholding is at an adjusted amount, enter  
the adjusted withholding amount, and check the box. For  
circumstances when withholding is at an adjusted  
amount, see discussion earlier under Determining the  
Example 1. B, a corporation, purchases a USRPI from  
F, a foreign person. On settlement day, the settlement  
agent pays off existing loans, withholds 15% of the  
amount realized by F on the sale, and disburses the  
remaining amount to F. B, not the settlement agent, is the  
withholding agent and must complete Form 8288 and  
Form 8288-A.  
Part II—To Be Completed by an Entity  
Subject to the Provisions of Section  
1445(e)  
Line 9. If withholding is from a large trust election to  
withhold upon distribution, check the box. See Large trust  
election under Section 1445(e)(1) Transactions, earlier.  
Line 15. Enter the amount you actually withheld.  
Line 10. Enter the amount subject to withholding.  
-14-  
Instructions for Form 8288 (Rev. 01-2023)  
     
a certification of withholding from Transferee; and entering  
“$70” on line 18. Partnership must also attach Copy A of  
Form 8288-C to its Form 8288 and send Copy B of Form  
8288-C to the transferee. Partnership should retain Copy  
C of Form 8288-C for its records.  
Partnership must continue to withhold under section  
1446(f)(4) on future distributions made to Transferee until  
it can rely on a certification of withholding from Transferee  
and it has withheld the required amount plus interest. For  
each distribution, it must file a Form 8288 and complete  
Part IV with the cumulative amounts related to all  
distributions Partnership has made to Transferee. It must  
also complete Form 8288-C with the amounts specific to  
this distribution.  
Part IV—To Be Completed by the  
Partnership Required To Withhold  
Under Section 1446(f)(4)  
File a separate Form 8288 for each  
distribution made to a transferee partner that  
!
CAUTION  
is subject to the withholding requirements of  
section 1446(f)(4). Only attach the Form 8288-C  
applicable to the current distribution.  
Line 16. Line 16 is used to report the cumulative number  
and amounts related to this distribution plus any prior  
distributions that you have made to a transferee that failed  
to properly withhold with respect to a transfer under  
section 1446(f)(1). These distributions are subject to  
withholding under section 1446(f)(4) and Regulations  
section 1.1446(f)-3.  
Line 16a. Enter the total number of distributions,  
including this one, made to the transferee. This amount  
should equal the total number of Forms 8288-C that you  
filed, including this one, for the transferee with respect to  
the transfer.  
Line 16b. Enter the total amount of distributions,  
including this one, made to the transferee. This amount  
should equal the total of the amounts in box 5 of the  
Form(s) 8288-C you have filed, including this one, for the  
transferee with respect to the transfer.  
Line 16c. If any portion of a distribution, including this  
one, was subject to withholding under another provision of  
the Internal Revenue Code (such as section 1441 or  
1442), enter the total amount of other withholding on  
these distributions. This amount should equal the total of  
the amount(s) in box 6 of the Form(s) 8288-C you have  
filed, including this one, for the transferee with respect to  
the transfer.  
Line 17. If known, enter the total amount of the  
transferee’s liability under section 1446(f)(1), without  
regard to any withholding you performed under section  
1446(f)(4). Generally, this amount will be 10% of the  
amount realized on the transfer.  
Line 18. Enter the total amount of section 1446(f)(4) tax  
that you have withheld on the transferee with respect to  
this transfer. This should equal the total of the amounts in  
box 5 of the Form(s) 8288-C you have filed, including this  
one, for the transferee with respect to the transfer.  
Example 3. On a transfer of an interest in Partnership,  
Transferee had a section 1446(f)(1) withholding obligation  
of $110, but failed to withhold any tax on the transfer or to  
provide a certification of withholding to Partnership.  
Partnership has actual knowledge of the transfer at the  
time that it occurred. For its first distribution following the  
date on which it is required to withhold under section  
1446(f)(4), Partnership distributes $100 of income  
Part V—To Be Completed by Buyer/  
Transferee Claiming a Refund of  
Withholding Under Section 1446(f)(4)  
The IRS can process your refund claim only if  
you either (a) previously filed Form 8288 with  
!
CAUTION  
Part III completed under section 1446(f)(1) or  
(b) file this Form 8288 with both Parts III and V  
completed. If you are filing under the latter case,  
because you have not withheld any amounts under  
section 1446(f)(1), do not attach a Form 8288-A.  
Line 19. Enter the amount that was subject to withholding  
under section 1446(f)(1) on the transfer, generally the  
amount realized by the transferor.  
Line 20. Enter the total of the amount(s) that the  
partnership has withheld under section 1446(f)(4) (attach  
a copy of Copy B of Form(s) 8288-C).  
Line 21. Withholding tax liability. Enter the amount you  
were required to withhold under section 1446(f)(1) on  
either line 21a or 21b (but not both). Do not reduce this  
line by:  
Amounts you withheld on the transfer as reflected on  
Form(s) 8288-A,  
An amount of tax you paid pursuant to an IRS Notice, or  
Tax that the transferor has paid for which you have  
obtained proof, such as on Form 4669.  
Instead, attach copies of these documents to Form  
8288 along with any other information relevant to  
determining your outstanding withholding tax liability.  
Line 21a. Enter the amount subject to withholding  
multiplied by 10% (0.10). Generally, this is the rate of  
withholding for transactions required to be reported under  
section 1446(f)(1) in Part III.  
Line 21b. If withholding is at a reduced rate, enter the  
adjusted withholding amount, and check the box. See the  
instructions for line 14b, earlier, for circumstances when  
withholding is at an adjusted amount.  
Line 22. Enter the excess of line 20 over line 21a or 21b.  
Note that you are also liable for interest on any  
withholding tax liability reported on line 21. The IRS will  
compute that amount and reduce your claimed excess  
amount accordingly. You may also be liable for any  
penalties or additions to tax.  
described in section 871(a) to Transferee. Partnership is  
required to withhold $30 under section 1441 on the $100  
distribution. Partnership must withhold the remaining $70  
($100 - $30) from the distribution under section 1446(f)(4).  
Transferee receives net $0 on the distribution. Partnership  
must file a Form 8288 and complete Part IV by entering  
“1” on line 16a; entering “$100” on line 16b; entering “$30”  
on line 16c; leaving line 17 blank since it has not received  
Instructions for Form 8288 (Rev. 01-2023)  
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enforcement and intelligence agencies to combat  
terrorism.  
Paid Preparer  
Generally, anyone you pay to prepare Form 8288 must  
sign it and include their Preparer Tax Identification  
Number (PTIN) in the space provided.  
You are not required to provide the information  
requested on a form that is subject to the Paperwork  
Reduction Act unless the form displays a valid OMB  
control number. Books or records relating to a form or its  
instructions must be retained as long as their contents  
may become material in the administration of any Internal  
Revenue law. Generally, tax returns and return  
Privacy Act and Paperwork Reduction Act Notice.  
We ask for the information on this form to carry out the  
Internal Revenue laws of the United States. Section 1445  
generally imposes a withholding obligation on the  
withholding agent (the buyer or other transferee) when a  
USRPI is acquired from a foreign person. Section 1445  
also imposes a withholding obligation on certain foreign  
and domestic corporations, QIEs, and the fiduciaries of  
certain trusts and estates. Section 1446(f)(1) generally  
imposes a withholding obligation on the withholding agent  
(the buyer or other transferee, including a partnership that  
makes a distribution resulting in gain under section 731)  
when an interest in a partnership is acquired from a  
foreign person (transferor) that results in gain any portion  
of which would be treated under section 864(c)(8) as  
effectively connected with the conduct of a trade or  
business within the United States. Section 1446(f)(4)  
generally imposes a withholding obligation on a  
information are confidential, as required by section 6103.  
The time needed to complete and file these forms will  
vary depending on individual circumstances. The  
estimated burden for business taxpayers filing this form is  
approved under OMB control number 1545-0123. The  
estimated burden for all other taxpayers who file these  
forms is shown next.  
Form 8288  
Form 8288-A Form 8288-C  
Record  
keeping  
.
.
.
.
9hrs., 5 min.  
3 hrs., 6 min.  
35 min.  
2hrs., 52 min.  
24 min.  
Learning about  
the law or the  
partnership if a transferee fails to withhold any amount  
required to be withheld under section 1446(f)(1).This form  
is used to report and transmit the amount withheld.  
form  
.
.
.
.
.
.
.
5 hrs., 13 min.  
6 hrs., 48 min.  
Preparing and  
sending the  
form to the  
You are required to provide this information. Section  
6109 requires you to provide your taxpayer identification  
number. We need this information to ensure that you are  
complying with the Internal Revenue laws and to allow us  
to figure and collect the right amount of tax. Failure to  
provide this information in a timely manner, or providing  
false information, may subject you to penalties. Routine  
uses of this information include giving it to the Department  
of Justice for civil and criminal litigation, and to cities,  
states, the District of Columbia, and U.S. commonwealths  
and possessions for administration of their tax laws. We  
may also disclose this information to other countries under  
a tax treaty, to federal and state agencies to enforce  
federal nontax criminal laws, or to federal law  
IRS  
.
.
.
.
.
.
.
40 min.  
27 min.  
If you have comments concerning the accuracy of  
these time estimates or suggestions for making these  
forms simpler, we would be happy to hear from you. You  
can send us comments from IRS.gov/FormComments. Or  
you can write to the Internal Revenue Service, Tax Forms  
and Publications, 1111 Constitution Ave. NW, IR-6526,  
Washington, DC 20224. Do not send the form to this  
address. Instead, see Where To File, earlier.  
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Instructions for Form 8288 (Rev. 01-2023)