Form 8804 is the annual return a partnership files to report its total section 1446 withholding tax on effectively connected taxable income (ECTI) allocable to foreign partners. It also transmits a Form 8805 for each foreign partner. Most partnerships file it by the 15th day of the 3rd month after the tax year ends, and the withholding rate is 37% for non-corporate foreign partners and 21% for corporate partners.
This follows the IRS instructions for Forms 8804, 8805 and 8813 revised in January 2026, as of October 2026.
The three forms and what each does
| Form | Purpose | When |
|---|---|---|
| 8813 | Payment voucher sent with each installment of section 1446 tax during the year | 15th day of the 4th, 6th, 9th and 12th months of the tax year |
| 8804 | Annual return of the total section 1446 liability, and transmittal for Forms 8805 | 15th day of the 3rd month after the year ends |
| 8805 | Statement to each foreign partner of its ECTI and the tax credit allocated to it | Filed with Form 8804, Copy A attached |
Who has to file
Every partnership, other than a publicly traded partnership, with effectively connected gross income allocable to a foreign partner must file Form 8804, even if it had no ECTI allocable to a foreign partner, and even if it had no withholding tax liability. It must also file a Form 8805 for each partner on whose behalf it paid section 1446 tax.
A foreign partner is any partner who isn't a US person: a nonresident alien, foreign corporation, foreign partnership, foreign trust or estate, or certain foreign organizations. Partnerships usually rely on withholding certificates such as Form W-9, W-8BEN or W-8BEN-E to decide who is foreign. An upper-tier partnership that has had tax withheld by a lower-tier partnership receives a Form 1042-S or Form 8805 from it and claims that amount as a credit on its own Form 8804.
The rates
| Partner | Applicable percentage |
|---|---|
| Corporate partners | 21% |
| Non-corporate foreign partners | Generally 37%, or a lower preferential rate on certain income where the partner would be entitled to it |
Publicly traded partnerships withhold on distributions instead, at the same 37% and 21% rates, and can't consider preferential rates.
The point partnerships get wrong
Section 1446 withholding is owed on the foreign partner's share of income, not on cash paid out. The IRS says the partnership must file Form 8805 for each partner it paid tax for, regardless of whether it made any distributions during its tax year. A partnership that earns effectively connected income but keeps the cash still owes the tax, in quarterly installments worked out on Form 8804-W.
Those payments are then treated as distributions to the partner, generally as an advance or draw up to the partner's share of income. The foreign partner claims the credit by attaching Copy C of Form 8805 to its own US return, and can't claim an early refund of section 1446 tax.
A foreign partner can sometimes reduce the withholding by certifying to the partnership that it has deductions and losses it reasonably expects to use against its share of the income. And a partnership can't rely on a withholding certificate it knows, or has reason to know, is incorrect or unreliable: in that case it's fully liable for the tax, plus penalties and interest.
Due dates and extensions
- Forms 8804 and 8805: by the 15th day of the 3rd month after the partnership's tax year ends.
- Partnerships that keep their books and records outside the United States and Puerto Rico: the 15th day of the 6th month, ticking the box at the top of Form 8804.
- If the date falls on a weekend or legal holiday, file by the next business day.
- Form 7004 extends the time to file Form 8804, but not the time to pay.
- File Forms 8804 and 8805 separately from Form 1065.
Send Forms 8804, 8805 and 8813 to Internal Revenue Service Center, P.O. Box 409101, Ogden, UT 84409. Payments can also be made through EFTPS, but the forms still have to be filed. To correct a return, file a new Form 8804 with Amended written in the top margin and Corrected on any attached Forms 8805.
Penalties
- Paying late: usually half of 1% of the unpaid tax for each month or part of a month, up to 25%, unless there's reasonable cause.
- Failing to withhold and pay over: a civil penalty under section 6672 equal to the amount that should have been withheld and paid over.
- Failing to file or furnish correct Forms 8805: per-form penalties under sections 6721 and 6722, adjusted for inflation each year, which is why the January 2026 instructions no longer print the amounts.
If you get a penalty notice, send the IRS an explanation afterwards. Don't attach one when you file Form 8804.
Want AI doing the heavy lifting in your marketing?
I build the systems that handle the boring 80 percent, so you get your week back. Done properly, with the human kept in.
Signing and preparers
The partnership can designate a partner or LLC member to sign Form 8804, in which case the paid preparer section stays blank. A paid preparer with a valid PTIN signs in the preparer's space, can't use an SSN there, and must give the partnership a copy of the return.
What's new on the form
The December 2025 revision expanded line 14 with new lines 14b, 14c and 14d for direct deposit information, and the IRS recommends direct deposit for refunds and electronic payment where possible. The instructions are a continuous-use revision, for tax years beginning in 2025 and later until replaced.
The verdict
If a partnership has a foreign partner and effectively connected income, Form 8804 isn't optional, even in a year with no tax due. Collect withholding certificates early, pay quarterly with Form 8813, and file 8804 and the 8805s on time, remembering that cash distributions don't decide whether tax is owed.
Frequently asked questions
Who must file Form 8804?
Every partnership, other than a publicly traded partnership, with effectively connected gross income allocable to a foreign partner, even with no withholding tax liability.
What is the withholding rate on Form 8804?
21% for corporate partners and generally 37% for non-corporate foreign partners.
When is Form 8804 due?
By the 15th day of the 3rd month after the partnership's tax year ends, or the 15th day of the 6th month if its books are kept outside the United States and Puerto Rico.
Does Form 7004 extend the time to pay section 1446 tax?
No. It extends the time to file Form 8804, not the time to pay.
Is section 1446 tax owed if the partnership makes no distributions?
Yes. The tax is based on ECTI allocable to foreign partners, regardless of whether the partnership made any distributions.
