TL;DR: The forms a partnership files to report the tax it paid on ECI belonging to its foreign partners. The 8805 goes to each foreign partner.

What they are. When a partnership earns ECI, it has to pay tax up front on the share belonging to foreign partners (see Section 1446). Form 8804 is the partnership's annual return for that tax; Form 8805 is the statement each foreign partner gets so it can claim the credit on its own US return.

Who has to file. Any partnership, US or foreign, that has ECI allocable to at least one foreign partner, even if a loss means no tax is actually due for that partner.

When they're due. The 15th day of the 3rd month after year-end (March 15 for a calendar year), extendable by six months. The tax itself is paid in quarterly installments during the year using Form 8813.

Who files Forms 8804 and 8805A partnership with ECI allocable to foreign partners files Form 8804 and gives each foreign partner a Form 8805 by March 15.Partnership withforeign partnersand ECI8804 + 8805due Mar 15IRS + an 8805to each foreign LP
The fund pays the tax for its foreign partners, then tells them.

Worked example

A US credit fund has $20m of ECI, 25% allocable to foreign LPs. It pays Section 1446 tax on their $5m share in quarterly installments, then files Form 8804 and sends each foreign LP an 8805 by March 15 (or September 15 extended).

Where you'll see it: Quarterly 1446 estimates, year-end foreign partner packages, and LP questions about "why was tax withheld from my distribution?"

Code: IRC § 1446; Treas. Reg. §§ 1.1446-1 to -7; Instructions for Forms 8804, 8805 and 8813 · Related: Section 1446 withholding, ECI, Form 1065, Form 1120-F

See all 53 terms in the glossary

This glossary is general information, simplified for learning. It is not tax, legal or investment advice, and real structures turn on facts and documents not shown here.