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Formularz 8804- C Instrukcje

Instrukcje dotyczące formularza 8804- C, Certyfikat pozycji poziomu partnera w celu zmniejszenia sekcji 1446 Cofnięcia

Rev. listopada 2012 r

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  • Formularz 8804- C - Certyfikat pozycji poziomu partnera w celu ograniczenia sekcji 1446 Cofnięcia
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Department of the Treasury  
Internal Revenue Service  
Instructions for Form 8804-C  
(Rev. November 2012)  
(Use with the March 2009 revision of Form 8804-C)  
Certificate of Partner-Level Items to Reduce Section 1446 Withholding  
Section references are to the Internal Revenue  
Code unless otherwise noted.  
investment in the partnership is its only  
activity giving rise to effectively connected  
income, gain, loss, or deduction, if the  
partnership estimates that the annualized  
(or, in the case of a partnership  
receives written notification from the IRS  
revoking or modifying the original  
notification.  
Future Developments  
For the latest information about  
When To File  
completing its Form 8804, the actual)  
1446 tax otherwise due for that partner is  
less than $1,000, without taking into  
account any deductions or losses certified  
by the partner to the partnership or any  
state and local taxes paid by the  
developments related to Form 8804-C,  
and its instructions, such as legislation  
enacted after they were published, go to  
Foreign partner. A foreign partner may  
submit a Form 8804-C to a partnership at  
any time during the partnership's year and  
prior to the partnership's filing of its Form  
8804.  
General Instructions  
Purpose of Form  
partnership on behalf of the partner.  
Partnership. A partnership must make  
installment payments of 1446 tax with  
respect to a foreign partner using Form  
8813. For the first installment period in  
which the partnership considers a Form  
8804-C in calculating an installment  
payment of 1446 tax, the partnership must  
attach a copy of the Form 8804-C to the  
Form 8813. For all subsequent installment  
periods for which the partnership  
considers the same Form 8804-C, the  
partnership may, instead of attaching a  
copy of the Form 8804-C, attach to the  
Form 8813 a statement listing the  
following information for each foreign  
partner whose certificate was relied upon  
during that installment period:  
Who Must File  
Form 8804-C is used by a foreign partner  
who chooses to provide to a partnership a  
certification under Regulations section  
1.1446-6 to reduce or eliminate the  
partnership's withholding tax obligation  
under section 1446 (1446 tax) on the  
partner's allocable share of effectively  
connected taxable income (ECTI) from the  
partnership. The foreign partner uses  
Form 8804-C to certify to the partnership  
that it has certain partner-level deductions  
and losses that can reduce or eliminate  
the 1446 tax on its allocable share of ECTI  
from the partnership or that its investment  
in the partnership is its only activity giving  
rise to effectively connected income, gain,  
loss, or deduction. The foreign partner  
also uses Form 8804-C to update  
Foreign partner. A foreign partner must  
use Form 8804-C to provide a certification  
to a partnership under Regulations section  
1.1446-6 to reduce or eliminate the 1446  
tax the partnership must withhold and pay  
on ECTI allocable to the foreign partner.  
The foreign partner uses Form 8804-C to  
certify to the partnership that it meets all  
the requirements of the regulations, and  
represents that the information provided,  
including filing requirements, is true,  
correct, and complete.  
Failure to accurately supply all  
Name,  
the information requested by the  
!
CAUTION  
form (including attachments) may  
Taxpayer identification number, and  
The amount of certified deductions and  
losses, and the amount of state and local  
taxes (if any) the partnership may consider  
under Regulations section 1.1446-6(c)(1)  
(iii).  
result in the IRS rejecting the form and  
prevent the partnership from considering  
the certifications in the form in calculating  
its 1446 tax on the partner's allocable  
share of ECTI.  
information previously certified to the  
partnership for the same tax year (updated  
certificate).  
Each foreign partner who chooses to  
submit a certificate to a partnership must  
submit a separate Form 8804-C. Also, a  
foreign partner must submit a new Form  
8804-C for each tax year in which it  
chooses to utilize the provisions of  
Regulations section 1.1446-6.  
If the partnership is relying on a de  
minimis certification submitted by a foreign  
partner, the statement attached to the  
Form 8813 should instead indicate that no  
1446 tax is due with respect to that partner  
based on the de minimis certification.  
In all events, the partnership must  
attach the foreign partner's most recently  
submitted Form 8804-C to the Form 8805  
filed for the partnership's tax year in which  
the Form 8804-C was considered.  
A foreign partner should not file  
Form 8804-C with the IRS. Only  
!
CAUTION  
the partnership files Form 8804-C  
with the IRS.  
Partnership. A partnership that receives  
a Form 8804-C from a foreign partner is  
not obligated to consider the Form 8804-C  
in computing the 1446 tax due with  
respect to that foreign partner. However, if  
the partnership considers the Form  
8804-C in computing the 1446 tax due  
with respect to a foreign partner, the  
partnership must submit a copy of the  
Form 8804-C to the IRS as explained in  
When To File below.  
A partnership that receives a Form  
8804-C from a foreign partner may  
consider the form in calculating, paying,  
and reporting the 1446 tax due with  
respect to the ECTI allocable to the  
foreign partner. A partnership may  
consider, in whole or in part, a Form  
8804-C received from a foreign partner to  
reduce or eliminate the 1446 tax withheld  
and paid with respect to that partner  
based on the deductions and losses  
Also, in all events, the partnership must  
attach a copy of the computation of 1446  
tax due with respect to such foreign  
partner to all Forms 8813, Partnership  
Withholding Tax Payment Voucher  
(Section 1446), and Forms 8805, Foreign  
Partner's Information Statement of Section  
1446 Withholding Tax, filed with the IRS  
for any installment period or year for which  
such Form 8804-C is considered in  
If the partnership receives written  
notification from the IRS that a foreign  
certified by the foreign partner on the Form partner's certificate is defective, the  
8804-C.  
partnership may not use that certificate or  
any other certificate submitted by the  
foreign partner for the year submitted or  
any subsequent year until the partnership  
A partnership may also eliminate the  
computing the partnership's 1446 tax. The  
computation of 1446 tax due attached to  
1446 tax due with respect to a partner that  
certifies, using Form 8804-C, that its  
Nov 16, 2012  
Cat. No. 51633R  
each form must include the amount, if any, 1.1446-1 to determine the status of these  
to Form 8813 for any installment period  
of state and local taxes described in  
Regulations section 1.1446-6(c)(1)(iii) that  
is taken into account with respect to that  
partner.  
partners and determine their indirect share such Form 8804-C is considered in  
of the lower-tier partnership's ECTI. See  
Regulations sections 1.1446-5(c) and (e).  
computing the partnership's 1446 tax.  
Also attach the required computation of  
1446 tax due to Form 8805 when filing  
Form 8804.  
2. An upper-tier partnership that  
submits a Form 8804-C of a direct or  
indirect foreign partner to a lower-tier  
A partnership that considers a Form  
8804-C received from a foreign partner  
(including an updated Form 8804-C) when partnership may not submit that Form  
Specific Instructions  
computing its 1446 tax due with respect to  
such partner must file Form 8813 for each  
installment period for which the Form  
8804-C is considered, even if, as a result  
of relying on the certificate, no 1446 tax (or  
an installment of such tax) is due with  
respect to such foreign partner. The same  
rule applies with respect to the filing of  
Forms 8804 and 8805 at the end of the  
partnership's tax year.  
8804-C to another lower-tier partnership.  
3. An upper-tier partnership that relies  
on a Form 8804-C submitted to it by a  
direct or indirect foreign partner to  
compute its 1446 tax due on ECTI  
allocable to that partner (other than ECTI  
allocated to it from a lower-tier  
Partnership tax year. Enter in the space  
below the title of Form 8804-C the tax year  
of the partnership to whom you are  
furnishing this certificate. If you are  
uncertain, contact the partnership and  
request its tax year.  
partnership) may not submit that Form  
8804-C to any lower-tier partnership.  
Part I – General  
Information  
Item A. First certificate  
Check the box only if the partner is  
submitting a Form 8804-C to any  
partnership for the first time, and has  
never submitted a certificate to any  
partnership under the section 1446  
regulations for any tax year.  
4. A lower-tier partnership that relies  
on a Form 8804-C of a foreign partner in  
an upper-tier partnership to reduce the  
1446 tax due with respect to such foreign  
partner must submit sufficient information  
with each Form 8813, and Form 8805, so  
that the IRS may reliably associate the  
ECTI and the Form 8804-C with the  
foreign partner in the upper-tier  
A partnership that fails to timely file a  
valid certificate and computation of 1446  
tax due is considered to have satisfied the  
above filing requirements if the partnership  
demonstrates to the IRS that the failure  
was due to reasonable cause and not  
willful neglect. See Regulations section  
1.1446-6(d)(3)(ii) for more information,  
including the requirements and  
partnership. The information submitted  
must include the foreign partner's name  
and taxpayer identification number, as  
well as the allocations of effectively  
documents necessary to be submitted to  
satisfy this requirement. All required  
documentation should be mailed to:  
Item B. Previously submitted  
certificate  
If applicable, enter the foreign partner's  
first tax year for which it submitted a  
certificate under the section 1446  
regulations to any partnership. For  
example, if the foreign partner is a  
calendar year taxpayer and previously  
submitted a certificate for its 2010 tax  
year, enter “January 1, 2010 – December  
31, 2010.”  
connected items at each partnership level.  
Department of the Treasury  
Internal Revenue Service Center  
Philadelphia, PA 19255-0549  
Avoid Common Errors  
Foreign partner. To ensure that your  
Form 8804-C is accepted, be sure that  
you:  
A partnership that fails to comply  
with the above requirements will  
!
CAUTION  
not qualify to consider a foreign  
Answer all applicable questions  
completely.  
partner's Form 8804-C in calculating its  
1446 tax. Therefore, a partnership that  
considers a foreign partner's Form 8804-C  
under these circumstances will have  
underpaid its 1446 tax and may be subject  
to an underpayment penalty. See  
Regulations sections 1.1446-3(b)(2) and  
1.1446-6(d)(3).  
Complete the date of certification in the  
space provided in Part I.  
Item C. Updated certificate  
See Form 8804-C, line 5, for the  
circumstances when an updated  
certificate is required.  
Enter your complete name, address,  
and identifying number in Part I, Section A.  
Enter the complete name, address, and  
EIN of the partnership in Part I, Section B.  
Attach any statement required by  
line 5f, 8b, 8d, 8e, or 8f, if the line(s) is  
applicable.  
Addresses  
When providing a U.S. street address on  
Form 8804-C, include the suite, room, or  
other unit number after the street address.  
If the Post Office does not deliver mail to  
the street address and the foreign partner  
(or partnership) has a P.O. box, enter the  
box number instead of the street address.  
If the foreign partner (or partnership)  
receives its mail in care of a third party  
(such as an accountant or attorney), enter  
on the street address line “c/o” followed by  
the third party's name and street address  
or P.O. box. When providing a foreign  
address on Form 8804-C, enter the  
Tiered Partnership Rules  
If making the certification in Part II,  
complete lines 8a through 8f accurately to  
allow the IRS to determine the benefit you  
are claiming.  
List on line 4a all returns that have not  
been filed.  
Sign and date Part IV. If signed by an  
authorized representative, be sure to  
attach a copy of the power of attorney.  
The following special rules apply to a  
partnership (upper-tier partnership), with  
one or more foreign partners, that is also a  
partner in another partnership (lower-tier  
partnership).  
1. An upper-tier partnership may  
submit Forms 8804-C for its direct or  
indirect foreign partners to a lower-tier  
partnership only to the extent that  
Partnership. To qualify to consider a  
Form 8804-C to reduce the amount of  
1446 tax withheld and paid, be sure to:  
Attach Form 8804-C to Form 8813 for  
the first installment the Form 8804-C is  
considered. For subsequent installments,  
see When To File, earlier. Also attach  
Form 8804-C to Form 8805 when filing  
Form 8804.  
Regulations section 1.1446-5 applies to  
allow the lower-tier partnership to look  
through the upper-tier partnership (and  
any partnership owning an interest in the  
upper-tier partnership for which the  
upper-tier partnership is submitting Forms  
8804-C for that partnership) to its partners.  
Included in this requirement is that the  
upper-tier partnership provide the  
number and street, city, province or state,  
and the name of the country. Follow the  
foreign country's practice in placing the  
postal code in the address. Do not  
abbreviate the country name.  
Attach the required computation of  
1446 tax due (see When To File, earlier)  
lower-tier partnership sufficient  
documentation under Regulations section  
Instructions for Form 8804-C (Rev. 11-2012)  
-2-  
paid (or will pay) all amounts due with  
respect to the returns (including interest,  
penalties, and additions to tax, if any) by  
the date they are filed. NRA's 2009  
Line 1b  
Section A – Partner  
Information  
The only type of trust that may submit a  
certificate to a partnership is a grantor  
trust. A grantor trust is any trust over which  
the grantor or other owner retains the  
power to control or direct the trust's  
income or assets. See sections 671  
through 679. A grantor trust may submit a  
certificate if the grantor or other owner of  
the trust has submitted the certificate and  
has met the documentation requirements  
of Regulations section 1.1446-1.  
Foreign partner's name  
through 2011 U.S. federal income tax  
returns report income or gain effectively  
connected with a U.S. trade or business or  
deductions or losses properly allocated  
and apportioned to such activities.  
Enter the foreign partner's name. If the  
partner is an individual, enter the partner's  
last name (surname), then first name. For  
business entities, enter the complete and  
official business name (as set forth in the  
charter or other legal document creating  
it). If a “c/o” or another person's name is  
necessary, insert that information in the  
address line.  
Because 2012 is NRA's first tax year  
for which he is submitting a certificate to  
any partnership (regardless of whether he  
was a partner in PRS or any other  
Line 2a  
partnership during each of these years),  
he must meet the following requirements:  
Foreign partner's taxpayer  
identifying number (TIN)  
A partner may make estimated payments  
for both income tax and self-employment  
tax, as well as other taxes and amounts  
reported on its tax return. If the partner  
does not pay enough tax through  
1. His U.S. federal income tax return  
for the 2011 tax year must be timely filed,  
including any extensions he obtained;  
2. His U.S. federal income tax return  
for the 2009 and 2010 tax years must  
have been filed by the earlier of:  
If the partner is an individual, the TIN is the  
individual's social security number or  
individual taxpayer identification number,  
and must be entered using a  
withholding or estimated tax payments, it  
may be charged a penalty. If the partner  
does not pay enough tax by the due date  
of each payment period, it may be  
NNN-NN-NNNN format (for example,  
123-45-6789). The TIN of any other  
foreign partner is its U.S. employer  
identification number (EIN), and must be  
entered using a NN-NNNNNNN format  
(for example, 12-3456789).  
The date that is one year after the due  
date set forth in section 6072(c) for filing  
such return, not including any extensions  
of time to file; or  
charged a penalty even if it is due a refund  
when it files its tax return. For more  
information see Forms 2210 and 2220.  
July 23, 2012, the date on which this  
Line 2b  
certificate is submitted to the partnership;  
Date of certification  
The character of a loss includes whether  
the loss is ordinary or capital and whether  
or not it is passive.  
3. All amounts due with each return  
(including interest, penalties, and  
additions to tax, if any) must have been (or  
will be) paid on or before these dates for  
filing such returns.  
Enter the date when the foreign partner  
submits the certificate (Form 8804-C) to  
the partnership. Use a MM/DD/YYYY  
format (for example, 09/24/2012).  
Line 2c  
See Form of certification in the  
Foreign partner's address  
While NRA's 2009 and 2010 U.S.  
federal income tax returns were filed after  
their due dates, they were filed within one  
year of the due date and before NRA  
submitted his certificate to PRS. In  
Instructions for Forms 8804, 8805, and  
8813 for a listing of documentation a  
foreign partner can provide to a  
See Addresses, earlier.  
Section B – Partnership  
Information  
partnership under Regulations section  
1.1446-1 to establish its foreign status.  
addition, if NRA files his 2011 U.S. federal  
income tax return on April 13, 2012, and  
his 2012 U.S. federal income tax return on  
May 14, 2013, then such returns will be  
timely filed. Finally, all amounts due with  
each return (including interest, penalties,  
and additions to tax, if any) were (or will  
be) paid on or before these dates.  
Lines 3a and 3b  
Partnership's name  
The following examples illustrate the  
required representations.  
Enter the partnership's name. If a “c/o” or  
another person's name is necessary,  
insert that information in the address line.  
Example 1. A foreign individual (NRA)  
and a U.S. individual (B) form a  
Employer identification number  
(EIN)  
partnership (PRS) in 2012 to conduct a  
trade or business in the United States.  
NRA and B provide PRS appropriate  
documentation under Regulations section  
1.1446-1 to establish their status for  
purposes of section 1446. NRA, B, and  
PRS are calendar year taxpayers. NRA  
submits a Form 8804-C to PRS on July  
23, 2012, to be considered by PRS in  
determining its 1446 tax due with respect  
to NRA for the third installment period in  
2012. The Form 8804-C indicates that  
NRA reasonably expects to have an  
effectively connected net operating loss of  
$5,000 available to offset his allocable  
share of ECTI from PRS in 2012. Prior to  
2012, NRA had not submitted a certificate  
to a partnership. NRA filed his 2009 U.S.  
federal income tax return on March 14,  
2011; his 2010 U.S. federal income tax  
return on February 13, 2012; and his 2011  
U.S. federal income tax return on April 13,  
2012. NRA will file his 2012 U.S. federal  
income tax return on May 14, 2013. NRA  
Therefore, NRA is eligible to submit a  
certificate to PRS in 2012.  
Enter the partnership's EIN using a  
NN-NNNNNNN format (for example,  
12-3456789).  
Example 2. Assume the same facts as  
Example 1 except NRA had submitted a  
certificate to another partnership in 2009.  
Under these circumstances NRA was  
required to have timely filed his U.S.  
federal income tax return for 2009 and all  
subsequent tax years. Because NRA did  
not timely file his 2009 U.S. federal  
income tax return, NRA is not eligible to  
submit a certificate to any partnership,  
including PRS, for any subsequent tax  
year, including 2012.  
Partnership's address  
See Addresses, earlier.  
Section C – Partner  
Representations  
Line 1a  
A foreign partner must represent that the  
Form 8804-C is not being submitted to a  
publicly traded partnership. A publicly  
traded partnership is any partnership (a)  
whose interests are regularly traded on an  
established securities market or is readily  
tradable on a secondary market (or the  
substantial equivalent thereof), and (b)  
that is not treated as a corporation. See  
section 7704.  
Line 4a  
A foreign partner submitting a Form  
8804-C to the partnership must list all  
returns required under line 3a or 3b that  
have not been filed at the time of the Form  
8804-C submission.  
Instructions for Form 8804-C (Rev. 11-2012)  
-3-  
Example 3. A foreign partner submits  
a Form 8804-C to its U.S. partnership on  
June 1, 2012, but has not yet filed its 2011  
The foreign partner is also required to  
submit to the partnership another updated  
Form 8804-C when it files the prior year  
Line 7  
A foreign partner may not certify a loss or  
deduction for a tax year that ends on the  
same date as or after the partnership's tax  
year ends. See the instructions for lines 3a  
and 3b, earlier, for the filing dates required  
for U.S. federal income tax returns on  
which the deductions and losses must be  
reflected.  
U.S. federal income tax return. The foreign income tax return. On that updated Form  
partner discloses the required information  
on line 4a as follows.  
8804-C, the foreign partner will check the  
box on line 5a to inform the partnership of  
the occurrence of the event.  
Return Form: 1040NR  
The foreign partner must inform  
Tax Year Ended: December 31, 2011  
Filing Due Date: June 15, 2012  
the partnership if it fails to file the  
!
CAUTION  
prior year return by its due date  
Example 5. Both the foreign partner  
and the partnership have calendar tax  
years. The foreign partner may certify a  
net operating loss (NOL) for its 2011 tax  
year to the partnership for the  
including any extensions obtained. In this  
case, the partnership must disregard the  
partner's certificate when computing the  
1446 tax due with respect to that partner  
for all remaining installment periods and  
when completing its Form 8804 for the tax  
year.  
Section D – Updated  
Certificates  
A foreign partner must submit any updated  
certificate(s) required by line 5a, 5c, 5d, or  
5e within 10 days of the occurrence of the  
event described on the applicable line(s).  
Like the first Form 8804-C, a partner must  
submit any updated Forms 8804-C to the  
partnership, not the IRS.  
partnership's 2012 tax year. However, the  
foreign partner may not certify an NOL for  
its 2012 tax year for the partnership's 2012  
tax year.  
Line 5d  
Example 6. The foreign partner has a  
fiscal tax year ending on June 30, and the  
partnership has a calendar tax year. The  
foreign partner may not certify an NOL for  
its tax year ending June 30, 2012, to the  
partnership until after June 30, 2012. If the  
foreign partner certifies the NOL on July  
16, 2012, the partnership is not permitted  
to consider that NOL until its September  
15, 2012, installment due date.  
The character of a loss includes whether  
the loss is ordinary or capital and whether  
or not it is passive.  
Example 4. When the foreign partner  
submitted its first certificate to the  
partnership, it had not yet filed a prior year  
U.S. federal income tax return. When the  
foreign partner files the tax return, it  
determines that it had overstated the  
amount of the loss certified on its first  
certificate. The partner would check boxes  
5a and 5d when it submits its updated  
certificate.  
Line 5e  
Examples of when another activity would  
give rise to effectively connected income,  
gain, loss, or deduction include if the  
foreign partner began a U.S. trade or  
business or invested in a partnership that  
is engaged in a U.S. trade or business.  
Line 8  
Line 5f  
The following instructions explain the  
responsibilities of the partner and the  
partnership with respect to this line.  
Lines 5b and 5c  
Examples of other information that would  
require an updated certificate include a  
partner correcting an incorrect taxpayer  
identification number or address listed on  
the first Form 8804-C.  
A foreign partner checks the box on  
line 5b or line 5c to provide the status  
update required by Regulations section  
1.1446-6(c)(2)(ii)(B)(1), if applicable. This  
update informs the partnership that an  
un-filed prior year U.S. federal income tax  
return listed on a previous certificate  
remains un-filed. This updated certificate  
must be provided to the partnership before  
the partnership's final installment due date  
of 1446 tax. The partnership's installment  
due dates of 1446 tax are the 15th day of  
the 4th, 6th, 9th, and 12th months of its tax  
year. For calendar year partnerships,  
these correspond to the 15th day of April,  
June, September, and December.  
Partnership. A partnership must take into  
account any limitations on the use of any  
deduction or loss certified by the foreign  
partners on Form 8804-C in determining  
the 1446 tax due with respect to the  
partner. For example, a partner certifies  
passive activity losses on line 8d and  
identifies the activities the partnership  
conducts that the partner expects will be  
passive activities. The partnership must  
limit the amount of certified loss it  
Part II – Certifications of  
Deductions and Losses  
Under Regulations Section  
1.1446-6(c)(1)(i)  
In Part II, the foreign partner makes  
representations about the character and  
amounts of its deductions and losses that  
are available to offset its allocable share of  
ECTI. The foreign partner also lists the  
amounts and character of the eligible  
deductions and losses. Deductions and  
losses certified to a partnership for a tax  
year of the partnership may not be  
considers relating to each activity to the  
amount of income the partnership  
generates from that activity.  
Foreign partner. Enter on the  
If the first certificate submitted can  
continue to be considered by the  
partnership, check the box on line 5b. If  
the first certificate submitted can no longer  
be considered by the partnership, check  
the box on line 5c.  
appropriate line the amount of the eligible  
deductions and losses that are being  
represented to the partnership. The  
character of the deductions and losses will  
determine where the entry is made. Any  
deductions and losses certified to the  
partnership from another partnership must  
be reported on a Form 1065  
certified to another partnership whose tax  
year begins or ends with or within the tax  
year of the partnership to which the  
deductions and losses were certified.  
If the partnership does not  
receive an updated certificate  
!
Note. If Part III is applicable, it is not  
necessary to complete Part II. However,  
under some circumstances, it may be  
advisable to complete both Part II and Part  
III. See the instructions for line 11, later, for  
more information.  
CAUTION  
(Schedule K-1) issued (or to be issued) to  
the foreign partner by such other  
partnership.  
from the partner prior to the  
partnership's final installment due date (or  
if the statement described in the previous  
paragraph is not attached to the  
A foreign partner may not certify  
certificate), the partnership must disregard  
the partner's certificate when computing  
the 1446 tax due with respect to that  
partner for the final installment period and  
when completing its Form 8804 for the tax  
year. See Regulations section 1.1446-6(c)  
(2)(ii)(B)(1) for additional information.  
current year deductions and  
!
CAUTION  
losses to a partnership.  
Line 6  
A partner may not certify charitable  
contribution deductions to the partnership.  
Instructions for Form 8804-C (Rev. 11-2012)  
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capital losses from long-term capital  
losses in the attachment.  
(in which the partner is or was a partner)  
that affects the foreign partner's original  
distributive share of deductions and  
losses from a prior year.  
Column (a)  
A partner submitting its first certificate for  
the current tax year should complete  
column (a) only. A partner submitting an  
updated certificate should complete  
columns (a), (b), and (c).  
Line 8c  
Enter only those losses suspended under  
section 704(d) that are attributable to the  
partnership to which this certificate is  
being submitted. Section 704(d) limits the  
amount of losses (that flow through a  
partnership to a partner) to the partner's  
basis in the partnership. Any excess  
losses are suspended and may not be  
used by the partner until the partner's  
basis increases. A partner may certify its  
losses suspended under section 704(d)  
only to the partnership to whom those  
losses are attributable.  
Part III – Certification  
Under Regulations Section  
1.1446-6  
A partner submitting an updated  
certificate should enter in column (a) the  
amounts from its first certificate submitted  
to the partnership for the current tax year.  
If the first certificate has been superseded,  
enter in column (a) the amounts from the  
most recent certificate submitted to the  
partnership.  
Line 11  
When applicable under Regulations  
section 1.1446-6(c)(1)(ii)(B), a foreign  
partner may certify that its investment in  
the partnership is (and will be) the sole  
activity that will give rise to effectively  
connected income, gain, deduction, or  
loss during the partner's tax year in which  
Form 8804-C is submitted to the  
Column (b)  
Line 8d  
Enter the net increase or net decrease for  
Enter only those suspended activity losses  
that meet the requirements of Regulations  
section 1.1446-6(c)(1)(i)(D). Attach a  
statement identifying the partnership  
activity to which each loss relates. For  
more information regarding passive  
activity losses, see Form 8582 and Pub.  
925.  
partnership. The foreign partner must  
make this determination based on the  
partnership's tax year that ends with or  
within the partner's tax year. A qualifying  
foreign partner makes this certification by  
checking the box on line 11.  
each line being changed.  
Column (c)  
Add the increase in column (b) to the  
amount in column (a), or subtract the  
column (b) decrease from column (a).  
Enter the result in column (c). For an item  
that did not change, enter the amount from  
column (a) in column (c).  
A foreign partner may make the  
certification on line 11 without making the  
certifications in Part II. However, see the  
next paragraph for the only circumstance  
under which a partnership may consider a  
certification on line 11. A foreign partner  
making the certifications in Part II need not  
make the certification on line 11.  
Line 8e  
Enter only those suspended at-risk losses  
that meet the requirements of Regulations  
section 1.1446-6(c)(1)(i)(D). Attach a  
statement identifying the partnership  
activity to which each loss relates. For  
more information regarding at-risk loss  
limitations, see Form 6198 and Pub. 925.  
Note. Show any negative numbers  
(losses or decreases) in columns (a), (b),  
or (c) in parentheses.  
Line 8a. Net Operating Loss  
Carryover  
Foreign partner. The NOL must be  
connected with gross income which is  
effectively connected (or treated as  
effectively connected) with conduct of the  
partner's trade or business in the United  
States.  
A partnership that receives this  
certification from a foreign partner, and  
that may reasonably rely on such  
Line 8f  
certification, is not required to pay 1446  
tax (or any installment of such tax) with  
respect to such partner if the partnership  
estimates that the annualized (or, in the  
case of a partnership completing its Form  
8804, the actual) 1446 tax otherwise due  
with respect to such partner is less than  
$1,000, without taking into account any  
deductions or losses the foreign partner  
certified to the partnership or any state  
and local taxes the partnership withholds  
on behalf of the partner.  
Enter other ordinary deductions and  
losses described in Regulations section  
1.1446-6(c)(1)(i) that are subject to  
partner level limitation or warrant special  
consideration. A foreign partner must  
identify in an attachment any other  
certified losses or deductions that are  
subject to special limitations at the partner  
level.  
Partnership. Regulations section  
1.1446-6(c)(1)(i)(C) provides that a  
partnership may not consider a partner's  
certified NOL deduction in an amount  
greater than 90% of the partner's allocable  
share of ECTI reduced by all other  
certified deductions whether or not  
otherwise taken into account, as well as  
state and local income taxes the  
Line 9  
If a foreign partner is a partner in more  
than one partnership, the partner may  
certify some of its deductions and losses  
to one partnership and some to another.  
However, the total of any one type of  
deduction or loss certified to all  
Part IV – Disclosure  
Consent and Signature  
partnership withholds on behalf of the  
partner that are taken into account under  
Regulations section 1.1446-6(c)(1)(iii).  
The 90% limitation should be applied on a  
cumulative basis for each installment  
period. Note that if the partnership's  
annualized income changes during the  
year, the limitation on the amount of the  
certified NOL deduction that the  
Foreign partners should note the  
importance of the two statements on the  
form to which they are consenting and  
certifying under penalties of perjury. The  
first statement reads as follows:  
partnerships may not exceed the amount  
of that deduction or loss carried forward  
from a prior year that the partner may  
claim on its current year U.S. federal tax  
return.  
“Consent is hereby given to disclosures  
of return and return information by the  
Internal Revenue Service pertaining to the  
validity of this certificate to the partnership  
or other withholding agent to which this  
certificate is submitted for the purpose of  
administering section 1446.”  
Line 10  
partnership may take into account can  
increase or decrease accordingly. See  
Regulations section 1.1446-3(b)(2)(i)(B).  
The foreign partner may not utilize  
deductions and losses that have been  
disallowed or proposed to be adjusted by  
the IRS. This refers not only to loss  
Line 8b  
disallowances or proposed adjustments  
resulting from an IRS audit of the foreign  
partner, but also to those resulting from an  
administrative proceeding of a partnership  
Attach a statement that indicates the type  
and amount of each capital loss. The  
foreign partner must distinguish short-term  
The foreign partner's consent gives the  
IRS authority to contact the partnership or  
withholding agent directly with questions  
to ensure processing of the certificate.  
Instructions for Form 8804-C (Rev. 11-2012)  
-5-  
The foreign partner will receive copies of  
all IRS correspondence with the  
circumstances. The estimated average  
times are:  
Paperwork Reduction Act Notice. We  
ask for the information on these forms to  
carry out the Internal Revenue laws of the  
United States. You are required to give us  
the information. We need it to ensure that  
you are complying with these laws and to  
allow us to figure and collect the right  
partnership regarding the certificate.  
Recordkeeping  
Learning about the law or  
the form  
Preparing the form  
.
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10 hrs., 16 min.  
The second statement on the form is a  
penalty of perjury statement required by  
the regulations. The statement requires  
the signature of the partner, or its  
.
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3 hr., 26 min.  
4 hrs., 41 min.  
.
.
.
.
Copying, assembling, and  
authorized representative, under penalties amount of tax.  
of perjury, and the date that the Form  
sending the form to the  
IRS  
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16 min.  
You are not required to provide the  
8804-C was signed.  
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  
If you have comments concerning the  
accuracy of these time estimates or  
suggestions for making this form simpler,  
we would be happy to hear from you. You  
can write to the Internal Revenue Service,  
Tax Products Coordinating Committee,  
SE:W:CAR:MP:T:M:S, 1111 Constitution  
Ave. NW, IR-6526, Washington, DC  
20224. Do not send Form 8804-C to this  
address. Instead, send it to the  
If a representative of the partner signs  
and dates the Form 8804-C, a power of  
attorney specifically authorizing this  
representation must be attached to the  
Form 8804-C.  
A partnership will not be able to  
consider a Form 8804-C unless all the  
above requirements are met.  
retained as long as their contents may  
become material in the administration of  
any Internal Revenue law. Generally, tax  
returns and return information are  
confidential, as required by section 6103.  
Date  
The time needed to complete and file  
partnership.  
Enter the date when the foreign partner  
signs Form 8804-C. Use the format  
MM/DD/YYYY (for example, 09/24/2012).  
this form will vary depending on individual  
Instructions for Form 8804-C (Rev. 11-2012)  
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