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Instructions for Form 1065-B
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2007
Department of the Treasury
Internal Revenue Service
Instructions for Form 1065-B
U.S. Return of Income for Electing Large Partnerships
Section references are to the Internal
Revenue Code unless otherwise noted.
Contents
What’s New . . . . . . . . . . . . . . . .
Photographs of Missing Children . .
Unresolved Tax Issues . . . . . . . .
How To Get Forms and
Publications . . . . . . . . . . . . . .
General Instructions . . . . . . . . . .
Purpose of Form . . . . . . . . . . .
Electing Large Partnership (ELP)
Status . . . . . . . . . . . . . . . . . .
Definitions . . . . . . . . . . . . . . . .
Termination of the Partnership . .
Electronic Filing . . . . . . . . . . . .
When To File . . . . . . . . . . . . .
Where To File . . . . . . . . . . . . .
Who Must Sign . . . . . . . . . . . .
Interest and Penalties . . . . . . . .
Accounting Methods . . . . . . . . .
Accounting Periods . . . . . . . . .
Rounding Off to Whole Dollars .
Recordkeeping . . . . . . . . . . . .
Administrative Adjustment
Requests . . . . . . . . . . . . . . .
Other Forms, Returns, and
Statements That May Be
Required . . . . . . . . . . . . . . . .
Assembling the Return . . . . . . .
Overview . . . . . . . . . . . . . . . .
Separately Stated Items . . . . . .
Limitations . . . . . . . . . . . . . . .
Elections Made by the
Partnership . . . . . . . . . . . . . .
Effect of Section 743(b) Basis
Adjustment on Partnership
Items . . . . . . . . . . . . . . . . . .
Elections Made by Each Partner
Partner’s Dealings With
Partnership . . . . . . . . . . . . . .
Contributions to the Partnership .
Dispositions of Contributed
Property . . . . . . . . . . . . . . . .
Recognition of Precontribution
Gain on Certain Partnership
Distributions . . . . . . . . . . . . .
Unrealized Receivables and
Inventory Items . . . . . . . . . . .
Activities of Electing Large
Partnerships (ELPs) . . . . . . . .
Special Reporting Requirements
Extraterritorial Income Exclusion
Specific Instructions . . . . . . . . . .
Part I. Taxable Income or Loss
From Passive Loss Limitation
Activities . . . . . . . . . . . . . . . .
Part II. Taxable Income or Loss
From Other Activities . . . . . . .
Schedule A. Cost of Goods Sold
Schedule B. Other Information . .
Schedule D. Capital Gains and
Losses . . . . . . . . . . . . . . . . .
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Contents
Schedules K and K-1. Partners’
Shares of Income, Credits,
Deductions, etc. . . . . . . . . . . .
Specific Instructions for
Schedules K and K-1 . . . . . . .
Analysis of Net Income (Loss) . .
Schedule L. Balance Sheets per
Books . . . . . . . . . . . . . . . . . .
Schedule M-1. Reconciliation of
Income (Loss) per Books With
Income (Loss) per Return . . . .
Schedule M-2. Analysis of
Partners’ Capital Accounts . . .
Privacy Act and Paperwork
Reduction Act Notice . . . . . . . .
Codes for Principal Business
Activity and Principal Product or
Service . . . . . . . . . . . . . . . . . .
Index . . . . . . . . . . . . . . . . . . . . .
Page
. . . . 24
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. . . . 31
. . . . 31
. . . . 32
. . . . 32
. . . . 32
. . . . 33
. . . . 36
What’s New
1. Beginning with tax years ending on or
after December 31, 2007, electing large
partnerships must file Form 1065-B
electronically using the Modernized e-file
system. See the instructions on page 3 for
more information.
2. Many partnerships can now elect to
figure qualified production activity income
(QPAI) and Form W-2 wages at the
partnership level and allocate those
amounts to each partner. See item 18,
under the instructions for Schedule K, Line
15, on page 28 for more information.
3. The extraterritorial income exclusion
does not apply to transactions that begin in
2007. See Extraterritorial Income Exclusion
on page 12 for more information.
4. The foreign tax credit categories have
changed. See the instructions for Schedule
K, Line 14d, and Line 14f, and Box 9 Codes
(Schedule K-1) for details.
5. A transfer of partnership property to a
partner as part or all of a guaranteed
payment is a sale or exchange of property
and must be reported on Schedule D of
Form 1065-B.
6. A partnership that is a policyholder
owning one or more employer-owned life
insurance contracts issued after August 17,
2006, may be required to file new Form
8925, Report of Employer-Owned Life
Insurance Contracts.
7. The deduction for contributions of
certain food inventory has been extended
through December 31, 2007. See the
instructions for Part II, Line 9.
8. Changes have been made to the list
of principal business activity codes, which
begin on page 33.
Cat. No. 25982P
Photographs of Missing
Children
The Internal Revenue Service is a proud
partner with the National Center for Missing
and Exploited Children. Photographs of
missing children selected by the Center may
appear in instructions on pages that would
otherwise be blank. You can help bring
these children home by looking at the
photographs and calling 1-800-THE-LOST
(1-800-843-5678) if you recognize a child.
Unresolved Tax Issues
If the electing large partnership (ELP) has
attempted to deal with an IRS problem
unsuccessfully, it should contact the
Taxpayer Advocate. The Taxpayer
Advocate independently represents the
ELP’s interests and concerns within the IRS
by protecting its rights and resolving
problems that have not been fixed through
normal channels.
While the Taxpayer Advocates cannot
change the tax law or make a technical tax
decision, they can clear up problems that
resulted from previous contacts and ensure
that the partnership’s case is given a
complete and impartial review.
The ELP’s assigned personal advocate
will listen to its point of view and will work
with the partnership to address its concerns.
The ELP can expect the advocate to
provide:
• A “fresh look” at a new or ongoing
problem,
• Timely acknowledgment,
• The name and phone number of the
individual assigned to its case,
• Updates on progress,
• Time frames for action,
• Speedy resolution, and
• Courteous service.
When contacting the Taxpayer Advocate,
the ELP should provide the following
information.
• The ELP’s name, address, and employer
identification number.
• The name and telephone number of an
authorized contact person and the hours he
or she can be reached.
• The type of tax return and year(s)
involved.
• A detailed description of the problem.
• Previous attempts to solve the problem
and the office that had been contacted.
• A description of the hardship the ELP is
facing and verifying documentation (if
applicable).
The ELP can contact a Taxpayer
Advocate in the following ways.
• Call the Taxpayer Advocate’s toll-free
number: 1-877-777-4778.
• Call, write, or fax the Taxpayer Advocate
office in its area (see Pub. 1546 for
addresses and phone numbers).
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Instructions for Form 1065-B
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• TTY/TDD help is available by calling
1-800-829-4059.
• Visit the website at www.irs.gov/advocate.
How To Get Forms and
Publications
Internet. You can access the IRS website
24 hours a day, 7 days a week, at
www.irs.gov to:
• Download forms, instructions, and
publications;
• Order IRS products online;
• Research your tax questions online;
• Search publications online by topic or
keyword; and
• Sign up to receive local and national tax
news by email.
You can also reach us using file transfer
protocol at ftp.irs.gov.
IRS Tax Products CD/DVD. You can order
Pub. 1796, IRS Tax Products CD, and
obtain the following.
• Current-year forms, instructions, and
publications.
• Prior-year forms, instructions, and
publications.
• Bonus: Historical Tax Products DVD —
Ships with the final release.
• Tax Map: an electronic research tool and
finding aid.
• Tax law frequently asked questions
(FAQs).
• Tax topics from the IRS telephone
response system.
• Fill-in, print, and save features for most
tax forms.
• Internal Revenue Bulletins.
• Toll-free and email technical support.
The CD/DVD is released twice during the
year. The first release will ship the beginning
of January, and the final release will ship the
beginning of March.
Buy the CD/DVD from the National
Technical Information Service (NTIS) at
www.irs.gov/cdorders for $35 (no handling
fee), or call1-877-CDFORMS
(1-877-233-6767) toll free to buy the CD/
DVD for $35 (plus a $5 handling fee). Price
is subject to change.
By phone and in person. You can order
forms and publications by calling
1-800-TAX-FORM (1-800-829-3676). You
can also get most forms and publications at
your local IRS office.
General Instructions
Purpose of Form
Form 1065-B is an information return used
to report the income, gains, losses,
deductions, etc., from the operation of an
electing large partnership (as defined in
section 775). An electing large partnership
(ELP) may be required to pay certain taxes,
such as recapture of the investment credit,
but generally it “passes through” any profits
or losses to its partners. Partners must
include these ELP items on their income tax
returns.
A regular partnership is required to
separately report to each partner the
partner’s distributive share of any item of
income, gain, loss, deduction, or credit that
if separately taken into account by any
partner would result in an income tax liability
for that partner different from that which
would result if the item was not taken into
account separately. Unlike a regular
partnership, an ELP combines most items at
the partnership level and passes through net
amounts to partners. These ELP rules
override the regular partnership tax rules to
the extent they are inconsistent with the
regular partnership tax rules.
the regulations under section 7701, a
corporation, trust, estate, or sole
proprietorship.
Electing Large Partnership
(ELP) Status
A general partner is a partner who is
personally liable for partnership debts.
A partnership chooses electing large
partnership (ELP) status by filing Form
1065-B instead of Form 1065. The election
applies to the tax year for which it was made
and all later tax years. This election cannot
be revoked without IRS consent.
To make the election, the partnership
must have had 100 or more partners during
the preceding tax year. Thus, a partnership
cannot make the election for its first tax
year. The number of partners is determined
by counting only persons directly holding
partnership interests, including persons
holding through nominees. Service partners
are not counted as partners for this purpose.
Service partners are those partners who
perform substantial services in connection
with the partnership’s activities or who have
performed such services in the past.
Service partnerships are not eligible to
make the election if substantially all of the
partners are:
• Individuals performing substantial
services in connection with the partnership’s
activities.
• Personal service corporations with the
owner-employees performing the services.
• Retired partners who had performed the
services.
• Spouses of partners performing or who
had performed the services.
In addition, commodity partnerships are
not eligible to make the election. Commodity
partnerships have as their principal activity
the buying and selling of commodities (other
than inventory described in section
1221(a)(1)) or options, futures, or forwards
relating to commodities.
Once a partnership has made an election
by filing Form 1065-B, this treatment on the
return will bind the partnership and all of its
partners. The IRS, however, is not bound by
the treatment on the return. To the extent
provided in future regulations, a partnership
may cease to be treated as an electing large
partnership for a tax year in which the
number of its partners falls below 100.
Definitions
Partnership
A partnership is the relationship between
two or more persons who join to carry on a
trade or business, with each person
contributing money, property, labor, or skill
and each expecting to share in the profits
and losses of the business whether or not a
formal partnership agreement is made.
The term “partnership” includes a limited
partnership, syndicate, group, pool, joint
venture, or other unincorporated
organization, through or by which any
business, financial operation, or venture is
carried on, that is not, within the meaning of
-2-
Foreign Partnership
A foreign partnership is a partnership that is
not created or organized in the United
States or under the law of the United States
or of any state.
General Partner
General Partnership
A general partnership is composed only of
general partners.
Limited Partner
A limited partner is a partner in a partnership
formed under a state limited partnership law,
whose personal liability for partnership debts
is limited to the amount of money or other
property that the partner contributed or is
required to contribute to the partnership.
Some members of other entities, such as
domestic or foreign business trusts or
limited liability companies that are classified
as partnerships, may be treated as limited
partners for certain purposes. See, for
example, Temporary Regulations section
1.469-5T(e)(3), which treats all members
with limited liability as limited partners for
purposes of section 469(h)(2).
Limited Partnership
A limited partnership is formed under a state
limited partnership law and composed of at
least one general partner and one or more
limited partners.
Limited Liability Partnership
A limited liability partnership (LLP) is formed
under a state limited liability partnership law.
Generally, a partner in an LLP is not
personally liable for the debts of the LLP or
any other partner, nor is a partner liable for
the acts or omissions of any other partner,
solely by reason of being a partner.
Limited Liability Company
A limited liability company (LLC) is an entity
formed under state law by filing articles of
organization as an LLC. Unlike a
partnership, none of the members of an LLC
are personally liable for its debts. An LLC
may be classified for federal income tax
purposes as a partnership, a corporation, or
an entity disregarded as an entity separate
from its owner by applying the rules in
Regulations section 301.7701-3. See Form
8832, Entity Classification Election, for more
details.
Note. A domestic LLC with at least two
members that does not file Form 8832 is
classified as a partnership for federal
income tax purposes.
Nonrecourse Loans
Nonrecourse loans are those liabilities of the
partnership for which no partner bears the
economic risk of loss.
Termination of the
Partnership
An ELP terminates when all its operations
are discontinued and no part of any
business, financial operation, or venture is
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Instructions for Form 1065-B
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continued by any of its partners in a
partnership. Unlike other partnerships, an
ELP does not terminate on the sale or
exchange of 50% or more of the partnership
interests within a 12-month period. The
ELP’s tax year ends on the date of
termination which is the date the ELP winds
up its affairs.
Special rules apply in the case of a
merger, consolidation, or division of a
partnership. See Regulations section
1.708-1 for details.
Electronic Filing
Beginning with tax years ending on or after
December 31, 2007, electing large
partnerships are required to file
electronically.
For more details on electronic filing
using the modernized e-file system, see:
• Publication 3112, IRS e-file Application
and Participation;
• Publication 4163, Modernized e-File
(MeF) Information for Authorized IRS e-file
Providers;
• Form 8453-B, U.S. Electing Large
Partnership Declaration for an IRS e-file
Return; and
• Form 8879-B, IRS e-file Signature
Authorization for Form 1065-B.
For more information on filing
electronically, visit www.irs.gov/efile.
When To File
Generally, a domestic partnership must file
Form 1065-B by the 15th day of the 4th
month following the date its tax year ended
as shown at the top of Form 1065-B. For
partnerships that keep their records and
books of account outside the United States
and Puerto Rico, an extension of time to file
and pay is granted to the 15th day of the 6th
month following the close of the tax year.
Do not file Form 7004, Application for
Automatic 6-Month Extension of Time To
File Certain Business, Income Tax,
Information, and Other Returns, if the
partnership is taking this 2-month extension
of time to file and pay. Attach a statement to
the partnership’s tax return stating that the
partnership qualifies for the extension of
time to file and pay. If the partnership is
unable to file its return within the 2-month
period, use Form 7004 to request an
additional 4-month extension.
If the due date falls on a Saturday,
Sunday, or legal holiday, file by the next day
that is not a Saturday, Sunday, or legal
holiday.
Unlike regular partnerships, an
electing large partnership is required
CAUTION to furnish Schedules K-1 to its
partners by the first March 15 following the
close of the partnership’s tax year.
!
Private Delivery Services
The partnership can use certain private
delivery services designated by the IRS to
meet the “timely mailing as timely filing/
paying” rule for Form 1065-B. These private
delivery services include only the following.
• DHL Express (DHL): DHL Same Day
Service, DHL Next Day 10:30 am, DHL Next
Day 12:00 pm, DHL Next Day 3:00 pm, and
DHL 2nd Day Service.
• Federal Express (FedEx): FedEx Priority
Overnight, FedEx Standard Overnight,
FedEx 2Day, FedEx International Priority,
and FedEx International First.
• United Parcel Service (UPS): UPS Next
Day Air, UPS Next Day Air Saver, UPS 2nd
Day Air, UPS 2nd Day Air A.M., UPS
Worldwide Express Plus, and UPS
Worldwide Express.
The private delivery service can tell you
how to get written proof of the mailing date.
Private delivery services cannot
deliver items to P.O. boxes. You
CAUTION must use the U.S. Postal Service to
mail any item to an IRS P.O. box address.
!
Extension
If you need more time to file a partnership
return, file Form 7004 to request a 6-month
extension of time to file. File Form 7004 by
the regular due date of the partnership
return. Form 7004 can be electronically filed.
Period Covered
Form 1065-B is an information return for
calendar year 2007 and fiscal years
beginning in 2007 and ending in 2008. If the
return is for a fiscal year or a short tax year,
fill in the tax year space at the top of the
form.
Where To File
If the partnership’s principal business, office,
or agency is located in the United States,
then file the return at: Department of the
Treasury, Internal Revenue Service Center,
Ogden, UT 84201.
If the partnership’s principal business,
office, or agency is located in a foreign
country or U.S. possession, then file the
return at: Internal Revenue Service Center,
P.O. Box 409101, Ogden, UT 84409.
Who Must Sign
General Partner or LLC Member
Manager
Form 1065-B is not considered to be a
return unless it is signed. One general
partner or LLC member manager must sign
the return. Where a return is made for a
partnership by a receiver, trustee or
assignee, the fiduciary must sign the return,
instead of the general partner or LLC
member manager. Returns and forms
signed by a receiver or trustee in bankruptcy
on behalf of a partnership must be
accompanied by a copy of the order or
instructions of the court authorizing signing
of the return or form.
Paid Preparer’s Information
If a partner or an employee of the ELP
completes Form 1065-B, the paid preparer’s
space should remain blank. In addition,
anyone who prepares Form 1065-B but
does not charge the partnership should not
complete this section.
Generally, anyone who is paid to prepare
the partnership return must:
• Sign the return, in the space provided for
the preparer’s signature;
• Fill in the other blanks in the Paid
Preparer’s Use Only area of the return; and
• Give the ELP a copy of the return in
addition to the copy to be filed with the IRS.
Note. A paid preparer may sign original
returns or amended returns by rubber
-3-
stamp, mechanical device, or computer
software program.
Paid Preparer Authorization
If the ELP wants to allow the paid preparer
to discuss its 2007 Form 1065-B with the
IRS, check the “Yes” box in the signature
area of the return. The authorization applies
only to the individual whose signature
appears in the “Paid Preparer’s Use Only”
section of its return. It does not apply to the
firm, if any, shown in the section.
If the “Yes” box is checked, the ELP is
authorizing the IRS to call the paid preparer
to answer any questions that may arise
during the processing of its return. The
partnership is also authorizing the paid
preparer to:
• Give the IRS any information that is
missing from its return,
• Call the IRS for information about the
processing of its return, and
• Respond to certain IRS notices that the
partnership has shared with the preparer
about math errors and return preparation.
The notices will not be sent to the preparer.
The partnership is not authorizing the
paid preparer to receive any refund check,
bind the partnership to anything or otherwise
represent the partnership before the IRS. If
the ELP wants to expand the paid preparer’s
authorization, see Pub. 947, Practice Before
the IRS and Power of Attorney.
The authorization cannot be revoked.
However, the authorization will automatically
end no later than the due date (excluding
extensions) for filing the 2008 return.
Interest and Penalties
Interest
Interest is charged on taxes not paid by the
due date, even if an extension of time to file
is granted. Interest is also charged from the
due date (including extensions) to the date
of payment on the failure to file penalty, the
accuracy-related penalty, the reportable
transaction underpayment penalty, and the
fraud penalty. The interest charged is
figured at a rate determined under section
6621.
Late Filing of Return
A penalty is assessed against the
partnership if it is required to file a
partnership return and it (a) fails to file the
return by the due date, including extensions,
or (b) files a return that fails to show all the
information required, unless such failure is
due to reasonable cause. If the failure is due
to reasonable cause, attach an explanation
to the partnership return.
If no tax is due, the penalty is $50 for
each month or part of a month (for a
maximum of 5 months) the failure continues,
multiplied by the total number of persons
who were partners in the partnership during
any part of the partnership’s tax year for
which the return is due.
If tax is due, the penalty is the amount
stated above plus 5% of the unpaid tax for
each month or part of a month the return is
late, up to a maximum of 25% of the unpaid
tax. If the return is more than 60 days late,
the minimum penalty is $100 or the balance
of the tax due on the return, whichever is
smaller.
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Late Payment of Tax
An ELP that does not pay the tax when due
generally may have to pay a penalty of 1/2 of
1% for each month or part of a month the
tax is not paid, up to a maximum of 25% of
the unpaid tax. The penalty will not be
imposed if the partnership can show that
failure to pay on time was due to reasonable
cause.
Failure To Furnish Information
Timely
For each failure to furnish Schedule K-1 to a
partner when due and each failure to include
on Schedule K-1 all the information required
to be shown (or the inclusion of incorrect
information), a $50 penalty may be imposed
with respect to each Schedule K-1 for which
a failure occurs. The maximum penalty is
$100,000 for all such failures during a
calendar year. If the requirement to report
correct information is intentionally
disregarded, each $50 penalty is increased
to $100 or, if greater, 10% of the aggregate
amount of items required to be reported,
and the $100,000 maximum does not apply.
Trust Fund Recovery Penalty
This penalty may apply if certain excise,
income, social security, and Medicare taxes
that must be collected or withheld are not
collected or withheld, or these taxes are not
paid. These taxes are generally reported on:
• Form 720, Quarterly Federal Excise Tax
Return;
• Form 941, Employer’s QUARTERLY
Federal Tax Return;
• Form 943, Employer’s Annual Federal
Tax Return for Agricultural Employees; or
• Form 945, Annual Return of Withheld
Federal Income Tax.
The trust fund recovery penalty may be
imposed on all persons who are determined
by the IRS to have been responsible for
collecting, accounting for, and paying over
these taxes, and who acted willfully in not
doing so. The penalty is equal to the unpaid
trust fund tax. See the instructions for Form
720; Pub. 15, (Circular E), Employer’s Tax
Guide; or Pub. 51, (Circular A), Agricultural
Employer’s Tax Guide, for more details,
including the definition of a responsible
person.
Accounting Methods
An accounting method is a set of rules used
to determine when and how income and
expenditures are reported. Figure ordinary
income using the method of accounting
regularly used in keeping the ELP’s books
and records. In all cases, the method used
must clearly reflect income. Generally,
permissible methods include:
• Cash,
• Accrual, or
• Any other method authorized by the
Internal Revenue Code.
Generally, a partnership may not use the
cash method of accounting if (a) it has at
least one corporate partner, average annual
gross receipts of more than $5 million, and it
is not a farming business or (b) it is a tax
shelter (as defined in section 448(d)(3)).
See section 448 for details.
Accrual method. If inventories are
required, an accrual method of accounting
must be used for sales and purchases of
merchandise. However, qualifying taxpayers
and eligible businesses of qualifying small
business taxpayers are excepted from using
an accrual method and may account for
inventoriable items as materials and
supplies that are not incidental. For more
details, see Schedule A. Cost of Goods
Sold, later.
Under the accrual method, an amount is
includible in income when:
1. All the events have occurred that fix
the right to receive the income, which is the
earliest of the date:
a. Payment is earned through the
required performance,
b. Payment is due to the taxpayer, or
c. Payment is received by the taxpayer
and
2. The amount can be determined with
reasonable accuracy.
See Regulations section 1.451-1(a) for
details.
Generally, an accrual basis taxpayer can
deduct accrued expenses in the tax year in
which:
• All events that determine the liability have
occurred,
• The amount of the liability can be figured
with reasonable accuracy, and
• Economic performance takes place with
respect to the expense.
For property and service liabilities, for
example, economic performance occurs as
the property or service is provided. There
are special economic performance rules for
certain items, including recurring expenses.
See section 461(h) and the related
regulations for the rules for determining
when economic performance takes place.
Nonaccrual-experience method. Accrual
method partnerships are not required to
accrue certain amounts to be received from
the performance of services that, on the
basis of their experience, will not be
collected, if:
• The services are in the fields of health,
law, engineering, architecture, accounting,
actuarial science, performing arts, or
consulting or
• The partnership’s average annual gross
receipts for the 3 prior tax years does not
exceed $5 million.
This provision does not apply to any
amount if interest is required to be paid on
the amount or if there is any penalty for
failure to timely pay the amount. For
information, see section 448(d)(5) and
Regulations section 1.448-2. For reporting
requirements, see the instructions for line 1a
on page 14.
Percentage of completion method.
Long-term contracts (except for certain real
property construction contracts) must
generally be accounted for using the
percentage of completion method described
in section 460. See section 460 for general
rules on long-term contracts.
Mark-to-market accounting. Dealers in
securities must use the mark-to-market
accounting method described in section
475. Under this method, any security that is
inventory to the dealer must be included in
inventory at its fair market value (FMV). Any
security that is not inventory and that is held
at the close of the tax year is treated as sold
at its FMV on the last business day of the
tax year, and any gain or loss must be taken
into account in determining gross income.
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The gain or loss taken into account is
generally treated as ordinary gain or loss.
For details, including exceptions, see
section 475, the related regulations, and
Rev. Rul. 94-7, 1994-1 C.B. 151.
Traders in securities and commodities
can elect to use the mark-to-market
accounting method. To make the election,
the partnership must file a statement
describing the election, the first tax year the
election is to be effective, and, in the case of
an election for traders in securities or
commodities, the trade or business for
which the election is made. The statement
must be filed by the due date (not including
extensions) of the partnership return for the
tax year immediately preceding the election
year and attached to that return, or if
applicable, to a request for an extension of
time to file that return. For more details, see
Rev. Proc. 99-17, 1999-1 I.R.B. 52, and
sections 475(e) and (f).
Change in accounting method.
Generally, the ELP must get IRS consent to
change its method of accounting used to
report income (for income as a whole or for
any material item). To do so, it must file
Form 3115, Application for Change in
Accounting Method.
Section 481(a) adjustment. The ELP
may have to make an adjustment to prevent
amounts of income or expenses from being
duplicated. This is called a section 481(a)
adjustment. The section 481(a) adjustment
period is generally 1 year for a net negative
adjustment and 4 years for a net positive
adjustment. However, a partnership can
elect to use a 1-year adjustment period for
positive adjustments if the net section
481(a) adjustment for the accounting
method change is less than $25,000. The
partnership must complete the appropriate
lines of Form 3115 to make the election.
Include any net positive section 481(a)
adjustment on Form 1065-B, Part I, line 10.
If the net section 481(a) adjustment is
negative, report it on Form 1065-B, Part I,
line 23.
Accounting Periods
An ELP is generally required to have one of
the following tax years.
1. The tax year of a majority of its
partners (majority tax year).
2. If there is no majority tax year, then
the tax year common to all of the ELP’s
principal partners (partners with an interest
of 5% or more in the partnership profits or
capital).
3. If there is neither a majority tax year
nor a tax year common to all principal
partners, then the tax year that results in the
least aggregate deferral of income.
Note. In determining the tax year of a
partnership under 1, 2, or 3 above, the tax
years of certain tax-exempt and foreign
partners are disregarded. See Regulations
section 1.706-1(b) for more details.
4. Some other tax year, if:
a. The ELP can establish that there is a
business purpose for the tax year;
b. The ELP elects under section 444 to
have a tax year other than a required tax
year by filing Form 8716, Election to Have a
Tax Year Other Than a Required Tax Year.
For a partnership to have this election in
effect, it must make the payments required
by section 7519 and file Form 8752,
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Required Payment or Refund Under Section
7519.
A section 444 election ends if a
partnership changes its accounting period to
its required tax year or some other permitted
year or it is penalized for willfully failing to
comply with the requirements of section
7519. If the termination results in a short tax
year, type or legibly print at the top of the
first page of Form 1065-B for the short tax
year, “SECTION 444 ELECTION
TERMINATED”; or
c. The partnership elects to use a 52-53
week tax year that ends with reference to
either its required tax year or a tax year
elected under section 444 (see Pub. 538 for
more information).
Change of tax year. To change its tax
year or to adopt or retain a tax year other
than its required tax year, the partnership
must file Form 1128, Application To Adopt,
Change, or Retain a Tax Year, unless the
partnership is making an election under
section 444.
Note. The tax year of a common trust fund
must be the calendar year.
Rounding Off to Whole
Dollars
The partnership can round off cents to
whole dollars on its return and schedules. If
the partnership does round to whole dollars,
it must round all amounts. To round, drop
amounts under 50 cents and increase
amounts from 50 to 99 cents to the next
dollar (for example, $1.39 becomes $1 and
$2.50 becomes $3).
If two or more amounts must be added to
figure the amount to enter on a line, include
cents when adding the amounts and round
off only the total.
Recordkeeping
The ELP must keep its records as long as
they may be needed for the administration
of any provision of the Internal Revenue
Code. The partnership usually must keep
records that support an item of income,
deduction, or credit on the partnership return
for 3 years from the date the return is due or
is filed, whichever is later. It also must keep
records that verify its basis in property for as
long as they are needed to figure the basis
of the original or replacement property.
The ELP should also keep copies of all
returns it has filed. They help in preparing
future returns and in making computations
when filing an amended return.
Administrative Adjustment
Requests
To correct an error on a Form 1065-B
already filed, file Form 8082, Notice of
Inconsistent Treatment or Administrative
Adjustment Request (AAR). Generally, an
adjustment to a partnership item requested
on Form 8082 will flow through to the
partners and be taken into account in
determining the amount of the same item for
the partnership tax year in which the IRS
allows the adjustment. If the income,
deductions, credits, or other information
provided to any partner on Schedule K-1 are
incorrect under section 704 in the partner’s
distributive share of any partnership item
shown on Form 1065-B, file an amended
Schedule K-1 (Form 1065-B) for that partner
with the Form 8082. Also give a copy of the
amended Schedule K-1 to that partner. See
the Form 8082 instructions for details on
how to file the amended Form 1065-B.
A change to the partnership’s federal
return may affect its state return. This
includes changes made as a result of an
examination of the partnership return by the
IRS. For more information, contact the state
tax agency for the state in which the
partnership return is filed.
Other Forms, Returns, And Statements That May Be Required
Form, Return, or Statement
Use this to —
W-2 and W-3 — Wage and Tax Statement; and Transmittal of
Wage and Tax Statements
Report wages, tips, other compensation, and withheld income, social security and Medicare
taxes for employees.
720 — Quarterly Federal Excise Tax Return
Report and pay environmental taxes, communications and air transportation taxes, fuel
taxes, manufacturers taxes, ship passenger tax, and certain other excise taxes. Also, see
Trust Fund Recovery Penalty on page 4.
940 — Employer’s Annual Federal Unemployment (FUTA) Tax Report and pay FUTA tax.
Return
941 — Employer’s QUARTERLY Federal Tax Return
Report quarterly income tax withheld on wages and employer and employee social security
and Medicare taxes. Also, see Trust Fund Recovery Penalty on page 4.
943 — Employer’s Annual Federal Tax Return for Agricultural
Employees
Report income tax withheld and employer and employee social security and Medicare taxes
on farmworkers. Also, see Trust Fund Recovery Penalty on page 4.
945 — Annual Return of Withheld Federal Income Tax
Report income tax withheld from nonpayroll payments, including pensions, annuities,
individual retirement accounts (IRAs), gambling winnings, and backup withholding. Also, see
Trust Fund Recovery Penalty on page 4.
1042 and 1042-S — Annual Withholding Tax Return for U.S.
Report and send withheld tax on payments or distributions made to nonresident alien
Source Income of Foreign Persons; and Foreign Person’s U.S. individuals, foreign partnerships, or foreign corporations to the extent these payments or
Source Income Subject to Withholding
distributions constitute gross income from sources within the United States that is not
effectively connected with a U.S. trade or business. A domestic partnership must also
withhold tax on a foreign partner’s distributive share of such income, including amounts that
are not actually distributed. Withholding on amounts not previously distributed to a foreign
partner must be made and paid over by the earlier of:
• The date on which Schedule K-1 is sent to that partner or
• The 15th day of the 3rd month after the end of the partnership’s tax year.
For more details, see sections 1441 and 1442 and Pub. 515, Withholding of Tax on
Nonresident Aliens and Foreign Entities.
1042-T — Annual Summary and Transmittal of Forms 1042-S
Transmit paper Forms 1042-S to the IRS.
1096 — Annual Summary and Transmittal of U.S. Information
Returns
Transmit paper Forms 1099, 1098, 5498, and W-2G to the IRS.
1098 — Mortgage Interest Statement
Report the receipt from any individual of $600 or more of mortgage interest (including certain
points) in the course of the partnership’s trade or business.
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Form, Return, or Statement
Use this to —
1099-A, B, C, INT, LTC, MISC, OID, R, S, and SA
Report the following:
• Acquisitions or abandonments of secured property;
Important. Every partnership must file Forms 1099-MISC if, in
• Proceeds from broker and barter exchange transactions;
the course of its trade or business, it makes payments of rents,
• Cancellation of debts;
commissions, or other fixed or determinable income (see
section 6041) totaling $600 or more to any one person during • Interest payments;
the calendar year.
• Payments of long-term care and accelerated death benefits;
• Miscellaneous income payments;
• Original issue discount;
• Distributions from pensions, annuities, retirement or profit-sharing plans, IRAs, insurance
contracts, etc.;
• Proceeds from real estate transactions; and
• Distributions from an HSA, Archer MSA, or Medicare Advantage MSA.
Also use these returns to report amounts that were received as a nominee on behalf of
another person. For more details, see the General Instructions for Forms 1099, 1098, 5498,
and W-2G.
5471 — Information Return of U.S. Persons With Respect To
Certain Foreign Corporations
Report information with respect to certain foreign corporations. A domestic partnership may
have to file Form 5471 if it:
• Controls a foreign corporation;
• Acquires, disposes of, or owns 10% or more in value of the outstanding stock of a foreign
corporation; or
• Owns stock in a corporation that is a controlled foreign corporation for an uninterrupted
period of 30 days or more during any tax year of the foreign corporation, and it owned that
stock on the last day of that year.
5713 — International Boycott Report
Report operations in, or related to, a “boycotting” country, company, or national of a country
and to figure the loss of certain tax benefits. The partnership must give each partner a copy
of the Form 5713 filed by the partnership if there has been participation in, or cooperation
with, an international boycott.
8275 — Disclosure Statement
Disclose items or positions, except those contrary to a regulation, that are not otherwise
adequately disclosed on a tax return. The disclosure is made to avoid the parts of the
accuracy-related penalty imposed for disregard of rules or substantial understatement of tax.
Also use Form 8275 for disclosures relating to preparer penalties for understatements due to
unrealistic positions or disregard of rules.
8275-R — Regulation Disclosure Statement
Disclose any item on a tax return for which a position has been taken that is contrary to
Treasury regulations.
8288 and 8288-A — U.S. Withholding Tax Return for
Dispositions by Foreign Persons of U.S. Real Property
Interests; and Statement of Withholding on Dispositions by
Foreign Persons of U.S. Real Property Interests
Report and send withheld tax on the sale of U.S. real property by a foreign person. See
section 1445 and the related regulations for additional information.
8300 — Report of Cash Payments Over $10,000 Received in a Report the receipt of more than $10,000 in cash or foreign currency in one transaction or a
Trade or Business
series of related transactions.
8308 — Report of a Sale or Exchange of Certain Partnership
Interests
Report the sale or exchange by a partner of all or part of a partnership interest where any
money or other property received in exchange for the interest is attributable to unrealized
receivables or inventory items.
8594 — Asset Acquisition Statement Under Section 1060
Report a sale of assets if goodwill or going concern value attaches, or could attach, to such
assets. Both the seller and buyer of a group of assets that makes up a trade or business
must use this form.
8697 — Interest Computation Under the Look-Back Method for Figure the interest due or to be refunded under the look-back method of section 460(b)(2) on
Completed Long-Term Contracts
certain long-term contracts that are accounted for under either the percentage of
completion-capitalized cost method or the percentage of completion method.
8804, 8805, and 8813 — Annual Return for Partnership
Withholding Tax (Section 1446); Foreign Partner’s Information
Statement of Section 1446 Withholding Tax; and Partnership
Withholding Tax Payment Voucher (Section 1446)
Figure and report the withholding tax on the distributive shares of any effectively connected
gross income for foreign partners. This is done on Forms 8804 and 8805. Use Form 8813 to
send installment payments of withheld tax based on effectively connected taxable income
allocable to foreign partners.
Exception. Publicly traded partnerships that do not elect to pay tax based on effectively
connected taxable income do not file these forms. They must instead withhold tax on
distributions to foreign partners and report and send payments using Forms 1042 and
1042-S. See Regulations section 1.1446-4 and 7 for more information.
8832 — Entity Classification Election
File an election to make a change in classification. Except for a business entity automatically
classified as a corporation, a business entity with at least two members may choose to be
classified either as a partnership or an association taxable as a corporation. A domestic
eligible entity with at least two members that does not file Form 8832 is classified under the
default rules as a partnership. However, a foreign eligible entity with at least two members is
classified under the default rules as a partnership only if at least one member does not have
limited liability. File Form 8832 only if the entity does not want to be classified under these
default rules or if it wants to change its classification.
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Form, Return, or Statement
Use this to —
8865 — Return of U.S. Person With Respect to Certain Foreign Report an interest in a foreign partnership. A domestic partnership may have to file Form
Partnerships
8865 if it did any of the following.
1. Controlled a foreign partnership (that is, it owned more than 50% direct or indirect
interest in the partnership).
2. Owned at least a 10% direct or indirect interest in a foreign partnership while U.S.
persons controlled that partnership.
3. Had an acquisition, disposition, or change in proportional interest of a foreign
partnership that:
a. Increased its direct interest to at least 10% or reduced its direct interest of at least
10% to less than 10% or
b. Changed its direct interest by at least a 10% interest.
4. Contributed property to a foreign partnership in exchange for a partnership interest if:
a. Immediately after the contribution, the partnership directly or indirectly owned at least
a 10% interest in the foreign partnership; or
b. The FMV of the property the partnership contributed to the foreign partnership in
exchange for a partnership interest exceeds $100,000, when added to other contributions of
property made to the foreign partnership (by the partnership or a related person) during the
preceding 12-month period.
Also, the domestic partnership may have to file Form 8865 to report certain dispositions by a
foreign partnership of property it previously contributed to that partnership if it was a partner
at the time of the disposition. For more details, including penalties for failing to file Form
8865, see Form 8865 and its separate instructions.
8866 — Interest Computation Under the Look-Back Method for Figure the interest due or to be refunded under the look-back method of section 167(g)(2) for
Property Depreciated Under the Income Forecast Method
certain property placed in service after September 13, 1995, depreciated under the income
forecast method.
8876 — Excise Tax on Structured Settlement Factoring
Transactions
Report and pay the 40% excise tax imposed under section 5891.
8886 — Reportable Transaction Disclosure Statement
Disclose information for each reportable transaction in which the partnership participated.
Form 8886 must be filed for each tax year the partnership participated in the reportable
transaction. The partnership may have to pay a penalty if it is required to file Form 8886 and
does not do so. The following are reportable transactions.
• Any listed transaction, which is a transaction that is the same as or substantially similar to
tax avoidance transactions identified by the IRS.
• Any transaction offered under conditions of confidentiality for which the partnership paid
an advisor a fee of at least $50,000 ($250,000 for partnerships if all partners are
corporations).
• Certain transactions for which the partnership has contractual protection against
disallowance of the tax benefits.
• Certain transactions resulting in a loss of at least $2 million in any single tax year or $4
million in any combination of tax years (if all partners are corporations, see Regulations
section 1.6011-4(b)(5)(i)(B)).
• Certain transactions resulting in a tax credit of more than $250,000, if the partnership held
the asset generating the credit for 45 days or less.
• Any transaction identified by the IRS in published guidance as a “transaction of interest” (a
transaction that the IRS believes has a potential for tax avoidance or evasion, but has not
yet been identified as a listed transaction).
See Regulations section 1.6011-4 and the instructions for line 15 of Schedule K for more
information.
8918 — Material Advisor Disclosure Statement
Material advisors to any reportable transaction must disclose certain information about the
reportable transaction by filing Form 8918 with the IRS. Form 8918 replaces Form 8264,
which was previously used by material advisors for disclosure.
8925 — Report of Employer-Owned Life Insurance Contracts
Report the number of employees covered by employer-owned life insurance contracts and
the total amount of employer-owned life insurance.
Statement of section 743(b) basis adjustments
Report the adjustment of bases under section 743(b). If the partnership is required to adjust
the bases of partnership properties under section 743(b) because of a section 754 election
or because of a substantial built-in loss as defined in section 743(d) on the sale or exchange
of a partnership interest or on the death of a partner, the partnership must attach a
statement to its return for the year of the transfer. The statement must list:
1. The name and identifying number of the transferee partner,
2. The computation of the adjustment, and
3. The partnership properties to which the adjustment has been allocated.
Assembling the Return
When submitting Form 1065-B, organize the
pages of the return in the following order.
• Pages 1-5,
• Schedule F (Form 1040) (if required),
• Form 8825 (if required),
• Any other schedules in alphabetical order,
and
• Any other forms in numerical order.
Complete every applicable entry space
on Form 1065-B and Schedule K-1. Do not
enter “See attached” instead of completing
the entry spaces. Penalties may be
assessed if the partnership files an
incomplete return. If you need more space
on the forms or schedules, attach separate
sheets and place them at the end of the
return using the same size and format as on
the printed forms. Show the totals on the
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printed forms. Also be sure to put the
partnership’s name and EIN on each
supporting statement or attachment.
Overview
The taxable income of an ELP is computed
in the same manner as that of an individual,
except that the items described below are
separately stated and certain modifications
are made. These modifications include not
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allowing the deduction for personal
exemptions, the net operating loss
deduction, and certain itemized deductions.
Other itemized deductions are modified.
The netting of capital gains and losses
occurs at the partnership level. Such net
capital gain (loss) is treated as long-term
capital gain (loss). Any excess of net
short-term capital gain over net long-term
capital loss is consolidated with the
partnership’s other taxable income and is
not separately reported.
General credits are separately reported
to partners as a single item. They are taken
into account by partners as a current year
general business credit. General credits are
those credits that are not separately
reported. The refundable credit for federal
tax paid on fuels and the refund or credit for
tax paid on undistributed capital gains of a
regulated investment company (RIC) or a
real estate investment trust (REIT) are taken
by the partnership and thus are not
separately reported to partners. The
partnership also recaptures the investment
credit and low-income housing credit.
Separately Stated Items
Partners must take into account separately
(under section 772(a)) their distributive
shares of the following items (whether or not
they are actually distributed).
• Taxable income (loss) from passive loss
limitation activities.
• Taxable income (loss) from other
activities (for example, portfolio income
(loss)).
• Net capital gain (loss) allocable to passive
loss limitation activities.
• Net capital gain (loss) allocable to other
activities.
• 28% rate gain (loss) allocable to passive
loss limitation activities.
• 28% rate gain (loss) allocable to other
activities.
• Qualified dividends.
• Tax-exempt interest income.
• Extraterritorial income exclusion and
foreign trading gross receipts.
• Net alternative minimum tax (AMT)
adjustment separately computed for passive
loss limitation activities.
• Net AMT adjustment separately computed
for other activities.
• General credits.
• Low-income housing credit.
• Rehabilitation credit from rental real
estate activities.
• Creditable foreign taxes and foreign
source items.
• Other items of income, gain, loss,
deduction, or credit, to the extent the IRS
determines separate treatment is
appropriate. Examples of such items include
the domestic production activity deduction
and gains on sales of qualified small
business stock (information required for a
section 1202 exclusion or section 1045
rollover).
Note. For electing large partnerships, the
term passive loss limitation activities
includes trade or business, rental real
estate, and other rental activities.
Partnership items from passive loss
limitation activities allocated to limited
partners are treated as being from passive
activities and subject to the passive activity
limitations. However, general partners may
have materially or actively participated in
some or all of these passive loss limitation
activities. Each general partner must
determine if any partnership items from
these activities are subject to the passive
activity limitations. To allow each general
partner to correctly apply the passive activity
limitations, the partnership must report
income or loss and credits separately for
each trade or business activity, rental real
estate activity, rental activity other than
rental real estate, and other activities (for
example, portfolio income). See the
discussion on Passive Loss Limitation
Activities, later.
The character of any item separately
stated to the partners is based on its
character to the partnership. The items are
treated as incurred by the partnership,
similar to the character rule for other
partnerships under section 702(b).
Limitations
Most limitations and other provisions
affecting taxable income or credit are
applied at the partnership level except for:
• Section 68 — Overall itemized deduction
limitation,
• Sections 49 and 465 — At-risk limitations,
and
• Section 469 — Passive loss limitations.
Miscellaneous itemized deductions. The
limitation on miscellaneous itemized
deductions is applied at the partnership
level. However, instead of the 2% floor, 70%
of the partnership’s total miscellaneous
itemized deductions are disallowed.
Charitable contributions. Another
limitation that is applied at the partnership
level is the deduction for charitable
contributions. The deduction is limited to
10% of the partnership’s taxable income
(before the charitable contribution
deduction).
Elections Made by the
Partnership
All elections, other than the exceptions listed
under Elections Made by Each Partner,
affecting the computation of taxable income
or any credit are made by the partnership.
For example, it chooses the accounting
method and depreciation methods it will use.
The partnership also makes elections under
the following sections.
1. Section 179 (election to expense
certain property).
2. Section 1033 (involuntary
conversions).
3. Section 754 (manner of electing
optional adjustment to basis of partnership
property).
There are no changes to the optional
basis adjustment provisions as a result of
the ELP rules. Under section 754, a
partnership can elect to adjust the basis of
partnership property when property is
distributed or when a partnership interest is
transferred. Once an election is made under
section 754, it applies both to all
distributions and to all transfers made during
the tax year and in all subsequent tax years
unless the election is revoked. See
Regulations section 1.754-1(c).
This election must be made in a
statement that is filed with the partnership’s
-8-
timely filed return (including any extension)
for the tax year during which the distribution
or transfer occurs. The statement must
include:
• The name and address of the
partnership,
• A declaration that the partnership
elects under section 754 to apply the
provisions of section 734(b) and section
743(b), and
• The signature of a partner authorized
to sign the partnership return.
The partnership can get an automatic
12-month extension to make the section 754
election provided corrective action is taken
within 12 months of the original deadline for
making the election. For details, see
Regulations section 301.9100-2.
See section 754 and the related
regulations for more information. If there is a
distribution of property consisting of an
interest in another partnership, see section
734(b).
The partnership is required to attach a
statement for any section 743(b) basis
adjustments.
Effect of Section 743(b)
Basis Adjustment on
Partnership Items
If the basis of partnership property has been
adjusted for a transferee partner under
section 743(b), the partnership must adjust
the transferee’s distributive share of the
items of partnership income, deduction,
gain, or loss in accordance with Regulations
section 1.743-1(j)(3) and (4). These
adjustments must be reported on Schedule
K and the transferee partner’s Schedule
K-1. Report the adjustments on an attached
statement to Schedule K-1 using the codes
for Other Income or Other Deductions.
Identify the partnership item being adjusted
and the amount of the adjustment. If the
adjustments are to partnership items from
more than one trade or business, report the
adjustments separately for each activity.
Section 743(b) adjustments do not affect the
transferee’s capital account.
Elections Made by Each
Partner
Elections under the following sections are
made by each partner separately on the
partner’s tax return.
1. Section 108 (income from discharge
of indebtedness). If an electing large
partnership has income from the discharge
of any indebtedness, this is reported
separately to each partner.
2. Section 901 (foreign tax credit).
Partner’s Dealings With
Partnership
If a partner engages in a transaction with his
or her partnership, other than in his or her
capacity as a partner, the partner is treated
as not being a member of the partnership for
that transaction. Special rules apply to sales
or exchanges of property between
partnerships and certain persons, as
explained in Pub. 541, Partnerships.
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Contributions to the
Partnership
Generally, no gain or (loss) is recognized to
the partnership or any of the partners when
property is contributed to the partnership in
exchange for an interest in the partnership.
This rule does not apply to any gain realized
on a transfer of property to a partnership
that would be treated as an investment
company (within the meaning of section
351) if the partnership were incorporated. If,
as a result of a transfer of property to a
partnership, there is a direct or indirect
transfer of money or other property to the
transferring partner, the partner may have to
recognize gain on the exchange.
The basis to the ELP of property
contributed by a partner is the adjusted
basis in the hands of the partner at the time
it was contributed, plus any gain recognized
(under section 721(b)) by the partner at that
time. See section 723 for more information.
Dispositions of
Contributed Property
Generally, if the partnership disposes of
property contributed to the partnership by a
partner, income, gain, loss, and deductions
from that property must be allocated among
the partners to take into account the
difference between the property’s basis and
its FMV at the time of the contribution.
However, if the adjusted basis of the
contributed property exceeds its FMV at the
time of the contribution, the built-in loss can
only be taken into account by the
contributing partner. For all other partners,
the basis of the property in the hands of the
partnership is treated as equal to its FMV at
the time of the contribution (see section
704(c)(1)(C)).
For property contributed to the ELP, the
contributing partner must recognize gain or
loss on a distribution of the property to
another partner within 7 years of its being
contributed. The gain or loss is equal to the
amount that the contributing partner should
have recognized if the property had been
sold for its FMV when distributed, because
of the difference between the property’s
basis and its FMV at the time of contribution.
See section 704(c) for details and other
rules on dispositions of contributed property.
See section 724 for the character of any
gain or (loss) recognized on the disposition
of unrealized receivables, inventory items,
or capital loss property contributed to the
partnership by a partner.
Recognition of
Precontribution Gain on
Certain Partnership
Distributions
A partner who contributes appreciated
property to the partnership must include in
income any precontribution gain to the
extent the FMV of other property (other than
money) distributed to the partner by the
partnership exceeds the adjusted basis of
his or her partnership interest just before the
distribution. Precontribution gain is the net
gain, if any, that would have been
recognized under section 704(c)(1)(B) if the
partnership had distributed to another
partner all the property that had been
contributed to the partnership by the
distributee partner within 7 years of the
distribution and that was held by the
partnership just before the distribution.
Appropriate basis adjustments are to be
made to the adjusted basis of the distributee
partner’s interest in the partnership and the
partnership’s basis in the contributed
property to reflect the gain recognized by
the partner.
For more details and exceptions, see
Pub. 541.
Unrealized Receivables
and Inventory Items
Generally, if a partner sells or exchanges a
partnership interest and unrealized
receivables or inventory items are involved,
the transferor partner must notify the
partnership, in writing, within 30 days of the
exchange. The partnership must then file
Form 8308, Report of a Sale or Exchange of
Certain Partnership Interests.
If a partnership distributes unrealized
receivables or substantially appreciated
inventory items in exchange for all or part of
a partner’s interest in other partnership
property (including money), treat the
transaction as a sale or exchange between
the partner and the partnership. Treat the
partnership gain or (loss) as ordinary
income or (loss). The income or (loss) is
specially allocated only to partners other
than the distributee partner.
If a partnership gives other property
(including money) for all or part of that
partner’s interest in the partnership’s
unrealized receivables or substantially
appreciated inventory items, treat the
transaction as a sale or exchange of the
property.
See Rev. Rul. 84-102, 1984-2 C.B. 119,
for information on the tax consequences that
result when a new partner joins a
partnership that has liabilities and unrealized
receivables. Also see Pub. 541 for more
information on unrealized receivables and
inventory items.
Activities of Electing Large
Partnerships (ELPs)
The activities of an ELP are reported as
either:
• Passive loss limitation activities, including
trade or business, real estate rental, and
other rental activities or
• Other activities, including portfolio or
investment activities.
Passive Loss Limitation
Activities
The term passive loss limitation activity
means any activity involving the conduct of
a trade or business (including any activity
treated as a trade or business under section
469(c)(5) or (6)), or any rental activity.
A limited partner’s share of an ELP’s
taxable income or loss from these activities
is treated as income or loss from the
conduct of a single passive trade or
business activity. Thus, an ELP does not
have to report items from multiple activities
separately to limited partners.
However, if a partner holds an interest in
an ELP other than as a limited partner, the
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distributive share of items from each activity
is accounted for separately under the
passive activity rules of section 469. Thus,
for example, passive loss limitation activity
income or loss is not treated as passive
income with respect to the general
partnership interest of a partner who
materially participates in the partnership’s
trade or business activities. For general
partners, the partnership does have to
report items for each activity separately.
Trade or Business Activities
A trade or business activity is an activity
(other than a rental activity or an activity
treated as incidental to an activity of holding
property for investment) that:
• Involves the conduct of a trade or
business (within the meaning of section
162),
• Is conducted in anticipation of starting a
trade or business, or
• Involves research or experimental
expenditures deductible under section 174
(or that would be if you chose to deduct
rather than capitalize them).
Rental Activities
Generally, except as noted below, if the
gross income from an activity consists of
amounts paid principally for the use of real
or personal tangible property held by the
partnership, the activity is a rental activity.
There are several exceptions to this
general rule. Under these exceptions, an
activity involving the use of real or personal
tangible property is not a rental activity if any
of the following apply.
• The average period of customer use
(defined below) for such property is 7 days
or less.
• The average period of customer use for
such property is 30 days or less and
significant personal services (defined below)
are provided by or on behalf of the
partnership in making the property available
for customer use.
• Extraordinary personal services (defined
below) are provided by or on behalf of the
partnership.
• The rental of such property is treated as
incidental to a nonrental activity of the
partnership under Temporary Regulations
section 1.469-1T(e)(3)(vi).
• The partnership customarily makes the
property available during defined business
hours for nonexclusive use by various
customers.
• The partnership provides property for use
in a nonrental activity of a partnership or
joint venture in its capacity as an owner of
an interest in such partnership or joint
venture. Whether the partnership provides
property used in an activity of another
partnership or of a joint venture in the
partnership’s capacity as an owner of an
interest in the partnership or joint venture is
determined on the basis of all the facts and
circumstances.
In addition, a guaranteed payment
described in section 707(c) is not income
from a rental activity under any
circumstances.
Average period of customer use. Figure
the average period of customer use for a
class of property by dividing the total
number of days in all rental periods by the
number of rentals during the tax year. If the
activity involves renting more than one class
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of property, multiply the average period of
customer use of each class by the ratio of
the gross rental income from that class to
the activity’s total gross rental income. The
activity’s average period of customer use
equals the sum of these class-by-class
average periods weighted by gross income.
See Regulations section 1.469-1(e)(3)(iii).
Significant personal services. Personal
services include only services performed by
individuals. To determine if personal
services are significant personal services,
consider all the relevant facts and
circumstances. Relevant facts and
circumstances include:
• How often the services are provided,
• The type and amount of labor required to
perform the services, and
• The value of the services in relation to the
amount charged for use of the property.
The following services are not
considered in determining whether personal
services are significant.
• Services necessary to permit the lawful
use of the rental property.
• Services performed in connection with
improvements or repairs to the rental
property that extend the useful life of the
property substantially beyond the average
rental period.
• Services provided in connection with the
use of any improved real property that are
similar to those commonly provided in
connection with long-term rentals of
high-grade commercial or residential
property. Examples include cleaning and
maintenance of common areas, routine
repairs, trash collection, elevator service,
and security at entrances.
Extraordinary personal services.
Services provided in connection with making
rental property available for customer use
are extraordinary personal services only if
the services are performed by individuals
and the customers’ use of the rental
property is incidental to their receipt of the
services.
For example, a patient’s use of a hospital
room generally is incidental to the care
received from the hospital’s medical staff.
Similarly, a student’s use of a dormitory
room in a boarding school is incidental to
the personal services provided by the
school’s teaching staff.
Rental activity incidental to a nonrental
activity. An activity is not a rental activity if
the rental of the property is incidental to a
nonrental activity, such as the activity of
holding property for investment, a trade or
business activity, or the activity of dealing in
property.
Rental of property is incidental to an
activity of holding property for investment if
both of the following apply.
• The main purpose for holding the property
is to realize a gain from the appreciation of
the property.
• The gross rental income from such
property for the tax year is less than 2% of
the smaller of the property’s unadjusted
basis or its FMV.
Rental of property is incidental to a trade
or business activity if all of the following
apply.
• The partnership owns an interest in the
trade or business at all times during the
year.
• The rental property was mainly used in
the trade or business activity during the tax
year or during at least 2 of the 5 preceding
tax years.
• The gross rental income from the property
for the tax year is less than 2% of the
smaller of the property’s unadjusted basis or
its FMV.
The sale or exchange of property that is
both rented and sold or exchanged during
the tax year (where the gain or loss is
recognized) is treated as incidental to the
activity of dealing in property if, at the time
of the sale or exchange, the property was
held primarily for sale to customers in the
ordinary course of the partnership’s trade or
business.
See Temporary Regulations section
1.469-1T(e)(3) and Regulations section
1.469-1(e)(3) for more information on the
definition of rental activities for purposes of
the passive activity limitations.
In reporting the partnership’s income or
losses and credits from rental activities, the
partnership must separately report rental
real estate activities and rental activities
other than rental real estate activities.
Partners who actively participate in a
rental real estate activity may be able to
deduct part or all of their rental real estate
losses (and the deduction equivalent of
rental real estate credits) against income (or
tax) from nonpassive activities. The
combined amount of rental real estate
losses and the deduction equivalent of
rental real estate credits from all sources
(including rental real estate activities not
held through the partnership) that can be
claimed is limited to $25,000. This $25,000
amount is generally reduced for high-income
partners.
Self-Charged Interest
Certain self-charged interest income and
expense may be treated as passive activity
gross income and passive activity
deductions if the loan proceeds are used in
a passive activity. Generally, self-charged
interest income and deductions result from
loans between the partnership and its
partners. It also includes loans between the
partnership and another partnership if each
owner in the borrowing entity has the same
proportional ownership interest in the
lending entity. The partnership can elect not
to apply these rules to self-charged interest
income.
The self-charged interest rules do not
apply to a partner’s interest in a partnership
if the partnership makes an election under
Regulations section 1.469-7(g) to avoid the
application of these rules. To make the
election, the partnership must attach to its
original or amended Form 1065-B, a
statement that includes the name, address,
and EIN of the partnership and a declaration
that the election is being made under
Regulations section 1.469-7(g). The election
will apply to the tax year in which it was
made and all subsequent tax years. Once
made, the election may only be revoked with
the consent of the IRS. For more details on
the self-charged interest rules, see
Regulations section 1.469-7.
Other Activities
The term “other activities” means activities
other than passive loss limitation activities.
This is income or expenses connected with
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property held for investment, that is, portfolio
income. Generally, portfolio income includes
all gross income, other than income derived
in the ordinary course of a trade or
business, that is attributable to interest;
dividends; royalties; income from a real
estate investment trust, a regulated
investment company, a real estate mortgage
investment conduit, a common trust fund, a
controlled foreign corporation, a qualified
electing fund, or a cooperative; income from
the disposition of property that produces
income of a type defined as portfolio
income; and income from the disposition of
property held for investment. Portfolio
income is reported separately and is
reduced by portfolio deductions, allocable
investment interest expense, and
nonbusiness deductions. See Self-Charged
Interest earlier for an exception.
Special Reporting
Requirements
General Partners
Passive Activity Reporting
Requirements
To allow general partners to correctly apply
the passive activity loss and credit rules, any
partnership that carries on more than one
activity must do the following.
1. Provide an attachment for each
activity conducted through the partnership
that identifies the type of activity conducted
(trade or business, rental real estate, rental
activity other than rental real estate, or
investment). See Grouping Activities
discussed later.
2. On the attachment for each activity,
provide a schedule detailing the net income
or (loss), credits, and all items required to be
separately stated under section 772(a) from
each trade or business activity, from each
rental real estate activity, from each rental
activity other than a rental real estate
activity, and from investments.
3. Identify the net income or (loss) and
credits from each oil or gas well drilled or
operated under a working interest that any
partner (other than a partner whose only
interest in the partnership during the year is
as a limited partner) holds through the
partnership. Further, if any partner had an
interest as a general partner in the
partnership during less than the entire year,
the partnership must identify both the
disqualified deductions from each well that
the partner must treat as passive activity
deductions, and the ratable portion of the
gross income from each well that the partner
must treat as passive activity gross income.
4. Identify the net income or (loss) and
the partner’s share of partnership interest
expense from each activity of renting a
dwelling unit that any partner uses for
personal purposes during the year for more
than the greater of 14 days or 10% of the
number of days that the residence is rented
at fair rental value.
5. Identify the net income or (loss) and
the partner’s share of partnership interest
expense from each activity of trading
personal property conducted through the
partnership. For this purpose, personal
property means property that is actively
traded such as stocks, bonds, and other
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securities. See Temporary Regulations
section 1.469-1T(e)(6).
6. For any gain or (loss) from the
disposition of an interest in an activity or of
an interest in property used in an activity
(including dispositions before 1987 from
which gain is being recognized after 1986):
a. Identify the activity in which the
property was used at the time of disposition.
b. If the property was used in more than
one activity during the 12 months preceding
the disposition, identify the activities in
which the property was used and the
adjusted basis allocated to each activity.
c. For gains only, if the property was
substantially appreciated at the time of the
disposition and the applicable holding period
specified in Regulations section
1.469-2(c)(2)(iii)(A) was not satisfied,
identify the amount of the nonpassive gain
and indicate whether the gain is investment
income under the provisions of Regulations
section 1.469-2(c)(2)(iii)(F).
7. Specify the amount of gross portfolio
income, the interest expense properly
allocable to portfolio income, and expenses
other than interest expense that are clearly
and directly allocable to portfolio income.
8. Identify separately any of the
following types of payments to partners.
a. Payments to a partner for services
other than in the partner’s capacity as a
partner under section 707(a).
b. Guaranteed payments to a partner for
services under section 707(c).
c. Guaranteed payments for use of
capital.
d. If section 736(a)(2) payments are
made for unrealized receivables or for
goodwill, the amount of the payments and
the activities to which the payments are
attributable.
e. If section 736(b) payments are made,
the amount of the payments and the
activities to which the payments are
attributable.
9. Identify the ratable portion of any
section 481 adjustment (whether a net
positive or a net negative adjustment)
allocable to each partnership activity.
10. Identify the amount of gross income
from each oil or gas property of the
partnership.
11. Identify any gross income from
sources that are specifically excluded from
passive activity gross income, including the
following.
a. Income from intangible property if the
partner is an individual and the partner’s
personal efforts significantly contributed to
the creation of the property.
b. Income from state, local, or foreign
income tax refunds.
c. Income from a covenant not to
compete (in the case of a partner who is an
individual and who contributed the covenant
to the partnership).
12. Identify any deductions that are not
passive activity deductions.
13. If the partnership makes a full or
partial disposition of its interest in another
entity, identify the gain (loss) allocable to
each activity conducted through the entity,
and the gain allocable to a passive activity
that would have been recharacterized as
nonpassive gain had the partnership
disposed of its interest in property used in
the activity (because the property was
substantially appreciated at the time of the
disposition, and the gain represented more
than 10% of the partner’s total gain from the
disposition).
14. Identify the following items from
activities that may be subject to the
recharacterization rules under Temporary
Regulations section 1.469-2T(f) and
Regulations section 1.469-2(f).
a. Net income from an activity of renting
substantially nondepreciable property.
b. The smaller of equity-financed
interest income or net passive income from
an equity-financed lending activity.
c. Net rental activity income from
property developed (by the partner or the
partnership), rented, and sold within 12
months after the rental of the property
commenced.
d. Net rental activity income from the
rental of property by the partnership to a
trade or business activity in which the
partner had an interest (either directly or
indirectly).
e. Net royalty income from intangible
property if the partner acquired the partner’s
interest in the partnership after the
partnership created the intangible property
or performed substantial services, or
incurred substantial costs in developing or
marketing the intangible property.
15. Identify separately the credits from
each activity conducted by or through the
partnership.
16. Identify the partner’s distributive
share of the partnership’s self-charged
interest income or expense (see
Self-Charged Interest discussed previously).
a. Loans between a partner and the
partnership. Identify the lending or
borrowing partner’s share of the
self-charged interest income or expense. If
the partner made the loan to the ELP, also
identify the activity in which the loan
proceeds were used. If the proceeds were
used in more than one activity, allocate the
interest to each activity based on the
amount of the proceeds used in each
activity.
b. Loans between the partnership and
another partnership or an S corporation.
If the partnership’s partners have the same
proportional ownership interest in the
partnership and the other partnership or S
corporation, identify each partner’s share of
the interest income or expense from the
loan. If the ELP was the borrower, also
identify the activity in which the loan
proceeds were used. If the loan proceeds
were used in more than one activity, allocate
the interest to each activity based on the
amount of the proceeds used in each
activity.
For more information on passive activities,
see Pub. 925, Passive Activity and At-Risk
Rules.
Grouping Activities
Generally, one or more trade or business
activities or rental activities may be treated
as a single activity if the activities make up
an appropriate economic unit for the
measurement of gain or loss under the
passive activity rules. Whether activities
make up an appropriate economic unit
depends on all the relevant facts and
circumstances. The factors given the
greatest weight in determining whether
activities make up an appropriate economic
unit are:
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• Similarities and differences in types of
trades or businesses,
• The extent of common control,
• The extent of common ownership,
• Geographical location, and
• Reliance between or among the activities.
Example. The ELP has a significant
ownership interest in a bakery and a movie
theater in Baltimore and a bakery and a
movie theater in Philadelphia. Depending on
the relevant facts and circumstances, there
may be more than one reasonable method
for grouping the ELP’s activities. For
instance, the following groupings may or
may not be permissible.
• A single activity.
• A movie theater activity and a bakery
activity.
• A Baltimore activity and a Philadelphia
activity.
• Four separate activities.
Once the ELP chooses a grouping under
these rules, it must continue using that
grouping in later tax years unless a material
change in the facts and circumstances
makes it clearly inappropriate. The IRS may
regroup the ELP’s activities if the
partnership’s grouping fails to reflect one or
more appropriate economic units and one of
the primary purposes of the grouping is to
avoid the passive activity limitations.
Limitation on grouping certain activities.
The following activities may not be grouped
together.
1. A rental activity with a trade or
business activity unless the activities being
grouped together make up an appropriate
economic unit and
a. The rental activity is insubstantial
relative to the trade or business activity or
vice versa or
b. Each owner of the trade or business
activity has the same proportionate
ownership interest in the rental activity. If so,
the portion of the rental activity involving the
rental of property to be used in the trade or
business activity may be grouped with the
trade or business activity.
2. An activity involving the rental of real
property with an activity involving the rental
of personal property (except personal
property provided in connection with the real
property or vice versa).
3. Any activity with another activity in a
different type of business and in which the
ELP holds an interest as a limited partner or
as a limited entrepreneur (as defined in
section 464(e)(2)) if that other activity
engages in holding, producing, or
distributing motion picture films or
videotapes; farming; leasing section 1245
property; or exploring for or exploiting oil
and gas resources or geothermal deposits.
Activities conducted through other
partnerships. Once a partnership
determines its activities under these rules,
the partnership as a partner can use these
rules to group those activities with:
• Each other,
• Activities conducted directly by the
partnership, or
• Activities conducted through other
partnerships.
A partner cannot treat as separate
activities those activities grouped together
by a partnership.
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Tax-Exempt Partners
A tax-exempt partner is subject to tax on its
distributive share of partnership income to
the extent that the partnership activity is an
unrelated business for the partner.
Therefore, partnership items must be
separately reported to tax-exempt partners
to allow them to compute income from an
unrelated business.
Publicly Traded Partnerships
(PTPs)
For ELPs, the requirement that the passive
loss rules be separately applied to each
PTP continues to apply.
Partnerships Holding Residual
Interests in Real Estate
Mortgage Investment Conduits
(REMICs)
For purposes of the excise tax on
partnerships holding residual interests in
REMICs, all interests in an electing large
partnership are treated as held by
disqualified organizations. Therefore, an
ELP holding a residual interest in a REMIC
is subject to an annual tax equal to 35% of
the excess inclusions. The amount that is
subject to tax is excluded from partnership
income. To report and pay this tax, file Form
8831, Excise Taxes on Excess Inclusions of
REMIC Residual Interests.
Partnerships Holding Oil and
Gas Properties
Partnerships holding oil and gas properties
generally follow the same simplified
reporting rules as other ELPs. However,
certain partners are treated as “disqualified
persons”, and special rules apply.
Computing depletion. Depletion is
generally computed at the partnership level.
The 1,000-barrel-per-day-limitation on
depletion does not apply. Depletion is also
computed without regard to the
65-percent-of-taxable-income limitation and
the depletion basis adjustment. The
depletion deduction is computed with the
assumptions that the partnership is the
taxpayer and that it qualifies for the
percentage depletion deduction. This
deduction is reported to partners (other than
disqualified persons) as part of their share of
the taxable income (loss) from passive loss
limitation activities.
Disqualified persons. Two categories of
taxpayers are defined as disqualified
persons.
• Certain retailers and refiners who do not
qualify for the section 613A percentage
depletion deduction. See sections
613A(d)(2) and (4).
• Any other person whose average daily
production of domestic crude oil and natural
gas exceeds 500 barrels for its tax year in
which the partnership’s tax year ends. See
section 776(b) for more details.
A disqualified person must notify the
partnership of its status as such.
Reporting to disqualified persons. An
ELP reports information related to oil and
gas activities to a disqualified person in box
9 of Schedule K-1 (Form 1065-B) providing
the same information as required for other
partnerships. This information may be
provided in an attached statement if
additional space is required. However, the
simplified rules do apply to a disqualified
person’s share of items not related to oil and
gas activities.
Other reporting requirements. Unlike
other partnerships, the election to deduct
intangible drilling and development costs
(IDCs) is made at the partnership level, and
the partnership can pass-through a full
deduction of IDCs to its partners who are
not disqualified persons. Also, an ELP (and
not the partners) makes the section 59(e)
election to capitalize and amortize certain
specific IDCs for its partners who are not
disqualified persons. However, partners who
are disqualified persons are permitted to
make their own separate section 59(e)
election.
A single AMT adjustment (under either
corporate or noncorporate rules) is made
and reported to partners who are not
disqualified persons. This separately
reported item is affected by the limitation on
the repeal of the tax preference for excess
IDCs. For purposes of computing this
limitation, the partnership is treated as the
taxpayer. Thus, the limitation on repeal of
the IDC preference is applied at the
partnership level and is based on the
cumulative reduction in the partnership’s
alternative minimum taxable income
resulting from repeal of that preference.
Finally, in making partnership-level
computations, any item of income, gain,
loss, deduction, or credit attributable to a
disqualified person is disregarded. For
example, in computing the partnership’s net
income from oil and gas for purposes of
determining the IDC preference to be
reported to partners as part of the AMT
adjustment, disqualified persons’ distributive
shares of the partnership’s net income from
oil and gas are not taken into account.
Extraterritorial Income
Exclusion
No exclusion is allowed for
transactions after 2006. However,
CAUTION income from certain long-term sales
and leases may still qualify for the exclusion.
See the instructions for Form 8873 for
details.
!
If applicable, the partnership must report
the extraterritorial income exclusion on its
return as follows.
1. If the partnership met the foreign
economic process requirements explained
in the Instructions for Form 8873, it can
report the exclusion as a non-separately
stated item on whichever of the following
lines apply to that activity.
• Form 1065-B, Part I, line 5;
• Form 1065-B, Part I, line 23; or
• Form 8825, line 15.
In addition, the ELP must report, as an
item of information using Code O1 in box 9
of Schedule K-1, the partner’s distributive
share of foreign trading gross receipts from
Form 8873, line 15.
2. If the foreign trading gross receipts of
the partnership for the tax year are $5
million or less and the partnership did not
meet the foreign economic process
requirements, it cannot report the
extraterritorial income exclusion as a
non-separately stated item on its return.
Instead, the partnership must report the
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following separately-stated items to the
partners.
• Foreign trading gross receipts
(Code O1). Using Code O1, enter in box 9
of Schedule K-1 the partner’s distributive
share of foreign trading gross receipts from
the partnership’s Form 8873, line 15.
• Extraterritorial income exclusion
(Code O2). Using Code O2, enter in box 9
of Schedule K-1 the partner’s distributive
share of the extraterritorial income exclusion
from the partnership’s Form 8873. For
general partners only, identify the activity to
which the exclusion relates. If the
partnership is required to complete more
than one Form 8873, combine the
exclusions from line 54 and report a single
exclusion amount in box 9.
Note. Upon request of a partner, the ELP
should furnish a copy of the partnership’s
Form 8873 if that partner has a reduction for
international boycott operations, illegal
bribes, kickbacks, etc.
Specific Instructions
These instructions follow the line numbers
on Form 1065-B. The accompanying
schedules are discussed separately.
Specific instructions for most of the lines are
provided on the following pages. Lines that
are not discussed in the instructions are
self-explanatory.
Fill in all applicable lines and schedules.
Enter any items specially allocated to the
partners in the appropriate box of the
applicable partner’s Schedule K-1. Enter the
total amount on the appropriate line of
Schedule K. Do not enter separately stated
amounts on the numbered lines on Form
1065-B, Parts I or II, or on Schedule A or
Schedule D.
File only one Form 1065-B for each
partnership. Mark “Duplicate Copy” on any
copy you give to a partner.
Name, Address, and Employer
Identification Number
Name. Enter the legal name of the ELP as
it appears in the partnership agreement.
If the ELP has changed its name, check
box G(2).
Address. Enter the address of the principal
place of business or the principal office of
the ELP. 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 partnership has a
P.O. box, show the box number instead.
If the ELP receives its mail in care of a
third party (such as an accountant or an
attorney), enter on the street address line
“C/O” followed by the third party’s name and
street address or P.O. box.
If the ELP’s address is outside the United
States or its possessions or territories, enter
the information on the line for “City or town,
state, and ZIP code” in the following order:
city, province or state, and the name of the
foreign country. Follow the foreign country’s
practice in placing the postal code in the
address. Do not abbreviate the country
name.
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If the ELP has had a change of address
(including a change to an “in care of”
address), check box G(3). If the partnership
changes its mailing address after filing its
return, it can notify the IRS by filing Form
8822, Change of Address.
Employer identification number (EIN).
Show the correct EIN in item D on page 1 of
Form 1065-B.
Items A and C
Enter the applicable activity name and the
code number from the list beginning on
page 33.
For example, if, as its principal business
activity, the ELP (a) purchases raw
materials, (b) subcontracts out for labor to
make a finished product from the raw
materials, and (c) retains title to the goods,
the ELP is considered to be a manufacturer
and must enter “Manufacturer” in item A and
enter in item C one of the codes (311110
through 339900) listed under
“Manufacturing” on page 33.
Item F. Total Assets
Enter the ELP’s total assets at the end of
the tax year, as determined by the
accounting method regularly used in
keeping the ELP’s books and records. If
there were no assets at the end of the tax
year, enter “0.”
Item J. Schedule M-3 (Form
1065)
A partnership must complete Schedule M-3
(Form 1065), Net Income (Loss)
Reconciliation for Certain Partnerships,
instead of Schedule M-1, if any of the
following apply.
1. The amount of total assets at the end
of the tax year is $10 million or more.
2. The amount of adjusted total assets
for the year is $10 million or more. Adjusted
total assets is defined in the instructions for
Schedule M-3.
3. The amount of total receipts for the
tax year is $35 million or more.
4. An entity that is a reportable entity
partner with respect to the partnership owns
or is deemed to own, directly or indirectly,
an interest of 50% or more in the
partnership’s capital, profit, or loss, on any
day during the tax year of the partnership.
Reportable entity partner is defined in the
instructions for Schedule M-3.
A partnership filing Form 1065-B that is
not required to file Schedule M-3 (Form
1065) may voluntarily file Schedule M-3
(Form 1065) instead of Schedule M-1.
If you are filing Schedule M-3 (Form
1065), check box J at the top of page 1 of
Form 1065-B to indicate that Schedule M-3
(Form 1065) is attached. See the
instructions for Schedule M-3 (Form 1065)
for more information.
Part I. Taxable Income or
Loss from Passive Loss
Limitation Activities
Report only amounts from passive loss
limitation activities in Part I. See the
discussion of Passive Loss Limitation
Activities on page 10. Do not report any
tax-exempt interest income or income from
the discharge of any indebtedness on lines
1a through 10. These amounts are
accounted for separately by each partner
and are reported in box 9 of Schedule K-1
(Form 1065-B). Income from discharge of
indebtedness is also reported on line 8 of
Schedule K, and tax-exempt interest income
is reported on line 9 of Schedule K.
Cancelled debt exclusion. If the ELP has
had debt discharged resulting from a title 11
bankruptcy proceeding or while insolvent,
see Form 982, Reduction of Tax Attributes
Due to Discharge of Indebtedness (and
Section 1082 Basis Adjustment), and Pub.
908, Bankruptcy Tax Guide.
Income
Line 1a. Gross Receipts or Sales
Enter the gross receipts or sales from all
trade or business operations except those
that must be reported on lines 6 through 10.
For example, do not include gross receipts
from farming on this line. Instead, show the
net profit (loss) from farming on line 7. Also,
do not include rental activity income or
portfolio income.
In general, advance payments are
reported in the year of receipt. To report
income from long-term contracts, see
section 460. For special rules for reporting
certain advance payments for goods and
long-term contracts, see Regulations section
1.451-5. For permissible methods for
reporting advance payments for services
and most goods by an accrual method
partnership, see Rev. Proc. 2004-34,
2004-22 I.R.B. 991.
Installment sales. Generally, the
installment method cannot be used for
dealer dispositions of property. A “dealer
disposition” is any disposition of:
• Personal property by a person who
regularly sells or otherwise disposes of
personal property of the same type on the
installment plan or
• Real property held for sale to customers
in the ordinary course of the taxpayer’s
trade or business.
Exception. These restrictions on using
the installment method do not apply to
dispositions of property used or produced in
a farming business. See section 453(l) for
details and exceptions.
For sales of timeshares and residential
lots reported under the installment method,
the ELP’s income tax is increased by the
interest payable under section 453(l)(3). In
determining the amount of interest payable,
the partnership is treated as subject to tax at
a 35% rate. To report this addition to the tax,
see the instructions for line 26.
Enter on line 1a the gross profit on
collections from installment sales for any of
the following.
• Dealer dispositions of property before
March 1, 1986.
• Dispositions of property used or produced
in the trade or business of farming.
• Dispositions of timeshares and residential
lots reported under the installment method.
Attach a schedule showing the following
information for the current year and the 3
preceding years.
• Gross sales.
• Cost of goods sold.
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•
•
•
•
Gross profits.
Percentage of gross profits to gross sales.
Amount collected.
Gross profit on amount collected.
Nonaccrual-experience method.
Partnerships that qualify to use the
nonaccrual-experience method (described
on page 4) should attach a schedule
showing total gross receipts, the amount not
accrued as a result of the application of
section 448(d)(5), and the net amount
accrued. Enter the net amount on line 1a.
Line 2. Cost of Goods Sold
See the instructions for Schedule A.
Line 4. Net Rental Real Estate
Income (Loss)
Enter the net income or (loss) from rental
real estate activities of the partnership from
Form 8825. Attach this form to Form
1065-B. If the amount entered is from more
than one activity, attach a schedule
identifying the amount from each activity.
Line 5. Net Income (Loss) From
Other Rental Activities
Enter the net income from rental activities
other than rental real estate activities. See
page 10 of these instructions and Pub. 925
for the definition of rental activities. Include
on this line the gain or (loss) from line 17 of
Form 4797 that is attributable to the sale,
exchange, or involuntary conversion of an
asset used in a rental activity other than a
rental real estate activity. If the amount
entered is from more than one activity,
attach a schedule identifying the amount
from each activity.
Line 6. Ordinary Income (Loss)
From Other Partnerships, Estates,
and Trusts
Enter the ordinary income or (loss) shown
on Schedule K-1 (Form 1065, 1065-B, or
1041) or other ordinary income (loss) from a
foreign partnership, estate, or trust. Be sure
to show the partnership’s, estate’s, or trust’s
name, address, and EIN on a separate
statement attached to this return. If the
amount entered is from more than one
source, identify the amount from each
source.
Do not include rental activity income or
(loss) from other partnerships, estates, or
trusts on this line. Instead, report these
amounts on line 20a of Form 8825 or line 5
of Form 1065-B, Part I.
Ordinary income or (loss) from another
PTP is not reported on this line. Instead,
report the amount separately on an
attachment to line 15 of Schedule K and in
box 9 of Schedule K-1.
Treat shares of other items separately
reported on Schedule K-1 issued by the
other entity as if the items were realized or
incurred by this partnership.
If there is a loss from another
partnership, the amount of the loss that may
be claimed is subject to the at-risk and basis
limitations as appropriate.
If the tax year of your PTP does not
coincide with the tax year of the other
partnership, estate, or trust, include the
ordinary income or (loss) from the other
entity in the tax year in which the other
entity’s tax year ends.
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Line 7. Net Farm Profit (Loss)
Enter the partnership’s net farm profit (loss)
from Schedule F (Form 1040), Profit or Loss
From Farming. Attach Schedule F (Form
1040) to Form 1065-B. In figuring the
partnership’s net farm profit (loss), include
any section 179 expense deduction. Do not
include on this line any farm profit or (loss)
from other partnerships. Report those
amounts on line 6.
For a special rule concerning the method
of accounting for a farming partnership with
a corporate partner and for other tax
information on farms, see Pub. 225,
Farmer’s Tax Guide.
Line 9. Net Gain (Loss) From Form
4797
Include only the ordinary gains or (losses)
from the sale, exchange, or involuntary
conversion of assets used in a trade or
business activity. Ordinary gains or losses
from the sale, exchange, or involuntary
conversion of rental activity assets are not
reported on line 9. Instead, report them on
line 19 of Form 8825 or line 5 of Form
1065-B, Part I.
An ELP that is a partner in another
partnership must include on Form 4797,
Sales of Business Property, its share of
ordinary gains or (losses) from sales,
exchanges, or involuntary conversions
(other than casualties or thefts) of the other
partnership’s trade or business assets.
Line 10. Other Income (Loss)
Enter trade or business income or (loss) that
is not included on lines 1a through 9.
Examples of such income include the
following.
• Interest income derived in the ordinary
course of the partnership’s trade or
business, such as interest charged on
receivable balances.
• Recoveries of bad debts deducted in prior
years under the specific charge-off method.
• Taxable income from insurance proceeds.
• The amount included in income from line
4 of Form 6478, Credit for Alcohol Used as
Fuel.
• The amount included in income from line
8 of Form 8864, Biodiesel and Renewable
Diesel Fuels Credit.
• All section 481 income adjustments
resulting from changes in accounting
methods. Show the computation of the
section 481 adjustments on an attached
schedule.
• The amount of any deduction previously
taken under section 179A that is subject to
recapture. See Regulations section
1.179A-1 for details, including how to figure
the recapture.
• The recapture amount for section 280F if
the business use of listed property drops to
50% or less. To figure the recapture
amount, the partnership must complete Part
IV of Form 4797.
• Part or all of the proceeds received from
certain corporate-owned life insurance
contracts issued after August 17, 2006. See
section 101(j) for details.
Do not include items requiring separate
computations that must be reported on
Schedules K and K-1. See the instructions
for Schedules K and K-1 beginning on page
24.
Do not report portfolio or rental activity
income (loss) on this line.
Deductions
!
Report only trade or business activity
deductions on lines 12 through 24.
CAUTION
Do not report the following expenses on
lines 12 through 24.
• Rental activity expenses. Report these
expenses on Form 8825 or on an attached
schedule for line 5 of Form 1065-B, Part I.
• Deductions allocable to portfolio income.
Report these deductions on page 2, Part II.
• Nondeductible expenses (for example,
expenses connected with the production of
tax-exempt income). Report nondeductible
expenses on an attachment to line 15 of
Schedule K and in box 9 of Schedules K-1.
• Items the partnership must state
separately that require separate
computations by the partners. An example is
foreign taxes paid. The distributive share of
this expense is reported separately to each
partner on Schedule K-1, box 9.
Limitations on Deductions
Section 263A uniform capitalization
rules. The uniform capitalization rules of
section 263A require partnerships to
capitalize or include in inventory costs,
certain costs incurred in connection with the
following.
• The production of real property and
tangible personal property held in inventory
or held for sale in the ordinary course of
business. Tangible personal property
produced by a partnership includes a film,
sound recording, videotape, book, or similar
property.
• Real property or personal property
(tangible and intangible) acquired for resale.
• The production of real property and
tangible personal property by a partnership
for use in its trade or business or in an
activity engaged in for profit.
The costs required to be capitalized
under section 263A are not deductible until
the property to which the costs relate is sold,
used, or otherwise disposed of by the ELP.
Exceptions. Section 263A does not
apply to the following.
• Inventoriable items accounted for in the
same manner as material and supplies that
are not incidental. See Schedule A. Cost of
Goods Sold, for details.
• Personal property acquired for resale if
the partnership’s average annual gross
receipts for the 3 prior tax years were $10
million or less.
• Timber.
• Most property produced under a
long-term contract.
• Certain property produced in a farming
business.
• Geological and geophysical costs
amortized under section 167(h).
• Research and experimental costs under
section 174.
• Intangible drilling costs for oil, gas, and
geothermal property.
• Mining exploration and development
costs.
Indirect costs. ELPs subject to the uniform
capitalization rules are required to capitalize
not only direct costs but an allocable part of
most indirect costs (including taxes) that
benefit the assets produced or acquired for
resale, or are incurred by reason of the
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performance of production or resale
activities.
For inventory, some of the indirect costs
that must be capitalized are the following.
• Administration expenses.
• Taxes.
• Depreciation.
• Insurance.
• Compensation paid to officers attributable
to services.
• Rework labor.
• Contributions to pension, stock bonus,
and certain profit-sharing, annuity, or
deferred compensation plans.
Regulations section 1.263A-1(e)(3)
specifies other indirect costs that relate to
production or resale activities that must be
capitalized and those that may be currently
deductible.
Interest expense paid or incurred during
the production period of designated property
must be capitalized and is governed by
special rules. For more details, see
Regulations sections 1.263A-8 through
1.263A-15.
For more details on the uniform
capitalization rules, see Regulations
sections 1.263A-1 through 1.263A-3.
Transactions between related taxpayers.
Generally, an accrual basis partnership can
deduct business expenses and interest
owed to a related party (including any
partner) only in the tax year of the
partnership that includes the day on which
the payment is includible in the income of
the related party. See section 267 for
details.
Business start-up and organizational
costs. Business start-up and
organizational costs must be capitalized
unless an election is made to deduct or
amortize them. The following rules apply
separately to each category of costs.
• The ELP can elect to deduct up to $5,000
of such costs for the year the partnership
begins business operations.
• The $5,000 deduction is reduced (but not
below zero) by the amount the total costs
exceed $50,000. If the total costs are
$55,000 or more, the deduction is reduced
to zero.
• If the election is made, any costs that are
not deducted must be amortized ratably
over a 180-month period.
For costs paid or incurred before October
23, 2004, the partnership can elect to
amortize the costs over a period of 60
months or more.
The amortization period begins the
month the partnership begins business
operations. For more details on the election
for business start-up and organizational
costs, see Pub. 535.
To make the election for business
start-up expenses, attach the statement
required by Regulations section 1.195-1(b)
to Form 1065-B. To make the election for
organizational costs, attach the statement
required by Regulations section 1.248-1(c).
Report the deductible amount of these costs
and any amortization on line 23. For
amortization that begins during the tax year,
complete and attach Form 4562.
Syndication costs. Costs for issuing and
marketing interests in the partnership, such
as commissions, professional fees, and
printing costs, must be capitalized. They
cannot be depreciated or amortized. See the
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instructions for line 13 for the treatment of
syndication fees paid to a partner.
Reducing certain expenses for which
credits are allowable. For each of the
following credits, the partnership may need
to reduce the otherwise allowable
deductions for expenses used to figure the
credit. Do not reduce the amount of the
allowable deduction for any portion of the
credit that was passed through to the ELP
from another pass-through entity.
1. The work opportunity credit.
2. The welfare-to-work credit.
3. The credit for increasing research
activities.
4. The disabled access credit.
5. The empowerment zone and renewal
community employment credit.
6. The Indian employment credit.
7. The credit for employer social security
and Medicare taxes paid on certain
employee tips.
8. The orphan drug credit.
9. Credit for small employer pension
plan startup costs.
10. Credit for employer-provided
childcare facilities and services.
11. The low sulfur diesel fuel production
credit.
12. Mine rescue team training credit.
If the ELP has any of these credits, be
sure to figure each current year credit before
figuring the deductions for expenses on
which the credit is based.
Film and television production expenses.
The partnership can elect to deduct certain
costs of qualified film and television
productions. See Temporary Regulations
sections 1.181-1T through 6T for details.
Reforestation expenditures. The ELP can
elect to amortize over 84 months up to
$10,000 of qualified reforestation
expenditures paid or incurred before
October 23, 2004, from all qualified timber
properties.
For qualified reforestation expenditures
paid or incurred after October 22, 2004, the
partnership can elect to deduct up to
$10,000 for each qualifying timber property.
If the partnership makes this election, it
must amortize over 84 months any amount
not deducted. See Notice 2006-47, 2006-20
I.R.B. 892, for details on making this
election. Provide a description of the
qualified timber property on an attached
statement to Form 1065-B. If the partnership
is electing to deduct amounts for more than
one qualified timber property, provide a
description and the amount for each
property on the statement.
Increased deduction for qualified
timber property located in the Gulf
Opportunity Zones (GO Zones). For
qualified timber property located in the GO
Zones for Hurricanes Katrina, Rita, and
Wilma, the $10,000 limitation for each
property is increased by the lesser of
$10,000 or the amount of qualified
reforestation expenses paid or incurred by
the partnership during the tax year for
qualified timber property located in the GO
Zones. The increased deduction does not
apply for expenditures paid or incurred after
December 31, 2007. Also, the increased
deduction does not apply to partnerships
that held more than 500 acres of qualified
timber property at any time during the tax
year. See section 1400N(i) for details.
Report the deductible amount of these
expenditures and any amortization
deduction on line 23. For amortization that
begins during the tax year, complete and
attach Form 4562. See section 194 and
Pub. 535 for more information.
Line 12. Salaries and Wages
Enter the salaries and wages paid or
incurred for the tax year, reduced by the
current year credits claimed on:
• Form 5884, Work Opportunity Credit;
• Form 8844, Empowerment Zone and
Renewal Community Employment Credit;
• Form 8845, Indian Employment Credit;
• Form 8861, Welfare-to-Work Credit; and
• Form 8923, Mine Rescue Team Training
Credit.
Do not reduce the amount of the affordable
deduction for any portion of the credit that
was passed through to the ELP from
another pass-through entity. See the
instructions for these forms for more
information.
Do not include salaries and wages
reported elsewhere on the return, such as
amounts included in cost of goods sold,
elective contributions to a section 401(k)
cash or deferred arrangement, or amounts
contributed under a salary reduction
simplified employee plan (SEP) agreement
or a SIMPLE IRA plan.
Line 13. Guaranteed Payments to
Partners
Deduct payments or credits to a partner for
services or for the use of capital if the
payments or credits are determined without
regard to partnership income and are
allocable to a trade or business activity.
Also, include amounts paid during the tax
year for insurance that constitutes medical
care for a partner, a partner’s spouse, or a
partner’s dependents. The transfer of
property as part or all of a guaranteed
payment is a sale or exchange of property,
and the partnership must complete
Schedule D. See Rev. Rul. 2007-40,
2007-25 I.R.B. 1426 for more details.
For information on how to treat the ELP’s
contribution to a partner’s Health Savings
Account (HSA), see Notice 2005-8, 2005-4
I.R.B. 368.
Do not include any payments and credits
that should be capitalized. For example,
although payments or credits to a partner for
services rendered in syndicating a
partnership may be guaranteed payments,
they are not deductible as an expense.
Instead they should be charged to a capital
account. They are capital expenditures.
However, they should be separately
reported on Schedule K, line 7, and
Schedules K-1, box 9.
Do not include distributive shares of
partnership profits.
Report the guaranteed payments to the
appropriate partners on Schedules K-1, box
9.
Line 14. Repairs and Maintenance
Enter the costs of incidental repairs and
maintenance that do not add to the value of
the property or appreciably prolong its life,
but only to the extent that such costs relate
to a trade or business activity and are not
claimed elsewhere on the return.
The cost of new buildings, machinery, or
permanent improvements that increase the
-15-
value of the property are not deductible.
They are chargeable to capital accounts and
can be depreciated or amortized.
Line 15. Bad Debts
Enter the total debts that became worthless
in whole or in part during the year, but only
to the extent such debts relate to a trade or
business activity. Report deductible
nonbusiness bad debts as a short-term
capital loss on Schedule D.
Cash method ELPs cannot take a
bad debt deduction unless the
CAUTION amount was previously included in
income.
!
Line 16. Rent
Enter rent paid on business property used in
a trade or business activity. Do not deduct
rent for a dwelling unit occupied by any
partner for personal use.
If the partnership rented or leased a
vehicle, enter the total annual rent or lease
expense paid or incurred in the trade or
business activities of the partnership. Also
complete Part V of Form 4562, Depreciation
and Amortization. If the partnership leased a
vehicle for a term of 30 days or more, the
deduction for vehicle lease expense may
have to be reduced by an amount called the
inclusion amount. You may have an
inclusion amount if:
The lease term began:
And the
vehicle’s
FMV on the
first day of
the lease
exceeded:
After 12/31/06 but before 1/1/08
. . . . $15,500
After 12/31/04 but before 1/1/07 . . . . . . . $15,200
After 12/31/03 but before 1/1/05 . . . . . . . $17,500
After 12/31/02 but before 1/1/04 . . . . . . . $18,000
After 12/31/98 but before 1/1/03 . . . . . . . $15,500
If the lease term began before January 1, 1999, see Pub.
463, Travel, Entertainment, Gift, and Car Expenses, to
find out if the ELP has an inclusion amount. The inclusion
amount for lease terms beginning in 2008 will be
published in the Internal Revenue Bulletin in early 2008.
See Pub. 463 for instructions on figuring the
inclusion amount.
Line 17. Taxes and Licenses
Enter taxes and licenses paid or incurred in
the trade or business activities of the
partnership if not reflected elsewhere on the
return. Federal import duties and federal
excise and stamp taxes are deductible only
if paid or incurred in carrying on the trade or
business of the partnership.
Do not deduct the following taxes on line
17.
• Taxes not imposed on the partnership.
• Federal income taxes or taxes reported
elsewhere on the return.
• Section 901 foreign taxes. Report these
taxes separately on Schedule K, line 14g,
and Schedules K-1, box 9.
• Taxes allocable to a rental activity. Taxes
allocable to a rental real estate activity are
reported on Form 8825. Taxes allocable to a
rental activity other than a rental real estate
activity are reported on Form 1065-B on an
attachment to Part I, line 5.
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• Taxes allocable to portfolio income.
These taxes are reported on Form 1065-B in
Part II, line 8 or 11.
• Taxes paid or incurred for the production
or collection of income, or for the
management, conservation, or maintenance
of property held to produce income. Also
report these taxes on Form 1065-B in Part
II, line 8 or 11.
See section 263A(a) for rules on
capitalization of allocable costs (including
taxes) for any property.
• Taxes, including state or local sales
taxes, that are paid or incurred in connection
with an acquisition or disposition of property
(these taxes must be treated as a part of the
cost of the acquired property or, in the case
of a disposition, as a reduction in the
amount realized on the disposition).
• Taxes assessed against local benefits
that increase the value of the property
assessed (such as for paving, etc.).
See section 164(d) for apportionment of
taxes on real property between seller and
purchaser.
Line 18. Interest
Include only interest incurred in the trade or
business activities of the ELP that is not
claimed elsewhere on the return.
Do not deduct interest expense on the
following.
• Debt required to be allocated to the
production of designated property.
Designated property includes real property,
personal property that has a class life of 20
years or more, and other tangible property
requiring more than 2 years (1 year in the
case of property with a cost of more than $1
million) to produce or construct. Interest that
is allocable to designated property produced
by a partnership for its own use or for sale
must be capitalized. In addition, a
partnership must also capitalize any interest
on debt that is allocable to an asset used to
produce designated property. See section
263A(f) and Regulations sections 1.263A-8
through 1.263A-15.
• Debt used to purchase rental property or
debt used in a rental activity. Interest
allocable to a rental real estate activity is
reported on Form 8825 and is used in
arriving at net income or (loss) from rental
real estate activities on line 4. Interest
allocable to a rental activity other than a
rental real estate activity is used in arriving
at net income or (loss) from a rental activity
(other than a rental real estate activity). This
net amount is reported on line 5.
• Debt used to buy property held for
investment. Do not include interest expense
that is clearly and directly allocable to
interest, dividend, royalty, or annuity income
not derived in the ordinary course of a trade
or business. Interest paid or incurred on
debt used to purchase or carry investment
property is reported on line 7 of Part II. See
the instructions for Form 4952, Investment
Interest Expense Deduction, for more
information on investment property.
Temporary Regulations section 1.163-8T
gives rules for allocating interest expense
among activities so that the limitations on
passive activity losses, investment interest,
and personal interest can be properly
figured. Generally, interest expense is
allocated in the same manner that debt is
allocated. Debt is allocated by tracing
disbursements of the debt proceeds to
specific expenditures, as provided in the
regulations.
Interest paid by an ELP to a partner for
the use of capital should be entered on line
13 as guaranteed payments.
Prepaid interest can only be deducted
over the period to which the prepayment
applies.
Note. Additional limitations on interest
deductions apply when the ELP is a
policyholder or beneficiary with respect to a
life insurance, endowment, or annuity
contract issued after June 8, 1997. For
details, see section 264. Attach a statement
showing the computation of the deduction
disallowed under section 264.
Line 19. Depreciation and Section
179 Expense Deduction
Enter only the depreciation (including
section 179 expense deduction) claimed on
assets used in a trade or business activity.
Enter on line 19b the depreciation (including
section 179 expense deduction) reported
elsewhere on the return (for example, on
Schedule A) that is attributable to assets
used in trade or business activities. See the
Instructions for Form 4562 or Pub. 946, How
To Depreciate Property, to figure the
amount of depreciation (including section
179 expense deduction) to enter on this line.
Complete and attach Form 4562 only if
the ELP placed property in service during
the tax year or claims depreciation on any
car or other listed property. There is different
treatment for property located in a Gulf
Opportunity Zone. See the Instructions for
Form 4562 for details.
salaries and wages on Part I, line 12, or
Schedule A, line 3, and not on line 21.
Employers who maintain a pension,
profit-sharing, or other funded deferred
compensation plan (other than a SEP or
SIMPLE IRA), whether or not the plan is
qualified under the Internal Revenue Code
and whether or not a deduction is claimed
for the current year, generally must file the
applicable form listed below.
• Form 5500, Annual Return/Report of
Employee Benefit Plan. File this form for a
plan that is not a one-participant plan (see
below).
• Form 5500-EZ, Annual Return of
One-Participant (Owners and Their
Spouses) Retirement Plan. File this form for
a plan that only covers one or more partners
(or partners and their spouses).
Penalties may be assessed for failure to
file these forms on time.
Line 22. Employee Benefit
Programs
Enter the ELP’s contributions to employee
benefit programs not claimed elsewhere on
the return (for example, insurance, health,
and welfare programs) that are not part of a
pension, profit-sharing, etc., plan included
on line 21.
Do not include amounts paid during the
tax year for insurance that constitutes
medical care for a partner, a partner’s
spouse, or a partner’s dependents. Instead,
include these amounts on line 13 as
guaranteed payments and on Schedule K,
line 7, and Schedule K-1, box 9, of each
partner on whose behalf the amounts were
paid.
Line 20. Depletion
Line 23. Other Deductions
An ELP computes the deduction for oil and
gas depletion at the partnership level. The
deduction is computed under the
assumptions that the partnership is the
taxpayer and that it qualifies for the
percentage depletion deduction. In
computing the depletion deduction, the
1,000-barrel-per-day limitation and the
65-percent-of-taxable-income limitation do
not apply.
The amount of the depletion deduction is
generally reported to each partner as a
component of that partner’s distributive
share of taxable income or loss from
passive loss limitation activities. However,
the ELP must report information related to
oil and gas activities to a partner who is a
disqualified person in the same manner that
it reports the information under the regular
partnership tax law. See Partnerships
Holding Oil and Gas Properties on page 12
for more details.
If the ELP claims a deduction for timber
depletion, complete and attach Form T
(Timber), Forest Activities Schedule.
Enter the total allowable trade or business
deductions that are not deductible
elsewhere in Part I of Form 1065-B. Attach a
schedule listing by type and amount each
deduction included on this line. Examples of
other deductions include the following.
• Amortization. See the Instructions for
Form 4562 for more information. Complete
and attach Form 4562 if the partnership is
claiming amortization of costs that began
during the tax year.
• Insurance premiums.
• Legal and professional fees.
• Supplies used and consumed in the
business.
• Utilities.
• Certain business start-up expenditures
and organizational expenditures that the
partnership has elected to amortize or
deduct. See Limitations on Deductions for
more details.
• Film and television production expenses.
See Limitations on Deductions for details.
• Reforestation expense deduction. See
Limitations on Deductions for details.
• Deduction for certain energy efficient
commercial building property placed in
service after December 31, 2005. See
section 179D.
• Any negative net 481(a) adjustment.
Include on line 23 the deduction taken for
amortization. Complete and attach Form
4562 if the ELP is claiming amortization of
costs that begins during the tax year. The
election to deduct intangible drilling costs
under section 263(c) is made at the
partnership level. An ELP also has the
responsibility with respect to its partners
Line 21. Retirement Plans, etc.
Enter the deductible contributions not
claimed elsewhere on the return made by
the partnership for its common-law
employees under a qualified pension,
profit-sharing, annuity, or SEP or SIMPLE
IRA plan, and under any other deferred
compensation plan.
If the ELP contributes to an individual
retirement arrangement (IRA) for
employees, include the contribution in
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who are not disqualified persons for making
an election under section 59(e) to capitalize
and amortize certain specified intangible
drilling costs. However, disqualified persons
make their own separate section 59(e)
elections. See Partnerships Holding Oil and
Gas Properties on page 12 for more
information. See Pub. 535 for more
information on amortization.
Also, see Special Rules below for limits
on certain other deductions.
Do not deduct the following on line 23.
• Items that must be reported separately on
Schedules K and K-1.
• Qualified expenditures to which an
election under section 59(e) may apply.
• Fines or penalties paid to a government
for violating any law. Report these expenses
on Schedule K, line 15.
• Expenses allocable to tax-exempt
income. Report these expenses on
Schedule K, line 15.
• Any amount that is allocable to a class of
exempt income. See section 265(b) for
exceptions.
• Net operating losses. Only individuals and
corporations may claim a net operating loss
deduction.
• Amounts paid or incurred to participate or
intervene in any political campaign on behalf
of a candidate for public office, or to
influence the general public regarding
legislative matters, elections, or
referendums.
• Expenses paid or incurred to influence
federal or state legislation, or to influence
the actions or positions of certain federal
executive branch officials. However, certain
in-house lobbying expenditures that do not
exceed $2,000 are deductible. See section
162(e) for more details.
Special Rules
Commercial revitalization deduction. If
the ELP constructs, purchases, or
substantially rehabilitates a qualified building
in a renewal community it may qualify for a
deduction of either (a) 50% of qualified
capital expenditures in the year the building
is placed in service or (b) amortization of
100% of the qualified capital expenditures
over a 120-month period beginning with the
month the building is placed in service. If the
partnership elects to amortize these
expenditures, complete and attach Form
4562. To qualify, the building must be
nonresidential (as defined in section
168(e)(2)) and placed in service by the
partnership. The partnership must be the
original user of the building unless it is
substantially rehabilitated. The amount of
the qualified expenditures cannot exceed
the lesser of $10 million or the amount
allocated to the building by the commercial
revitalization agency of the state in which
the building is located. Any remaining
expenditures are depreciated over the
regular depreciation recovery period. See
Pub. 954, Tax Incentives for Distressed
Communities, and section 1400I for details.
Rental real estate. Do not report this
deduction on line 23 if the building is placed
in service as rental real estate. A
commercial revitalization deduction for
rental real estate is not deducted by the
partnership but is passed through to the
partners. Report this deduction on an
attachment to line 16 of Schedule K and in
box 9 of Schedule K-1 using Code Q.
Travel, meals, and entertainment.
Subject to limitations and restrictions
discussed below, a partnership can deduct
ordinary and necessary travel, meals, and
entertainment expenses paid or incurred in
its trade or business. Also, special rules
apply to deductions for gifts, skybox rentals,
luxury water travel, convention expenses,
and entertainment tickets. See section 274
and Pub. 463 for more details.
Travel. The partnership cannot deduct
travel expenses of any individual
accompanying a partner or partnership
employee, including a spouse or dependent
of the partner or employee, unless:
• That individual is an employee of the
partnership and
• His or her travel is for a bona fide
business purpose and would otherwise be
deductible by that individual.
Meals and entertainment. Generally,
the partnership can deduct only 50% of the
amount otherwise allowable for meals and
entertainment expenses paid or incurred in
its trade or business. In addition (subject to
exceptions under section 274(k)(2)):
• Meals must not be lavish or extravagant,
• A bona fide business discussion must
occur during, immediately before, or
immediately after the meal, and
• A partner or employee of the partnership
must be present at the meal.
See section 274(n)(3) for a special rule
that applies to expenses for meals
consumed by individuals subject to the
hours of service limits of the Department of
Transportation.
Membership dues. The ELP can
deduct amounts paid or incurred for
membership dues in civic or public service
organizations, professional organizations,
business leagues, trade associations,
chambers of commerce, boards of trade,
and real estate boards. However, no
deduction is allowed if a principal purpose of
the organization is to entertain, or provide
entertainment facilities for, members or their
guests. In addition, the partnership cannot
deduct membership dues in any club
organized for business, pleasure, recreation,
or other social purpose. This includes
country clubs, golf and athletic clubs, airline
and hotel clubs, and clubs operated to
provide meals under conditions favorable to
business discussion.
Entertainment facilities. The ELP
cannot deduct an expense paid or incurred
for a facility (such as a yacht or hunting
lodge) used for an activity usually
considered entertainment, amusement, or
recreation.
Generally, the ELP may be able to
deduct otherwise nondeductible meals,
travel, and entertainment expenses if the
amounts are treated as compensation to the
recipient and reported on Form W-2 for an
employee or on Form 1099-MISC for an
independent contractor.
Line 26. Tax
Net recapture taxes. Recapture of the
low-income housing credit and investment
credit is imposed at the partnership level,
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and the amount of recapture is determined
by assuming that the credit was fully utilized
to reduce tax. Credit recapture does not
result from any transfer of an interest in an
ELP. Report recapture of low-income
housing and investment credit as follows.
1. Apply the recapture to reduce any
current year credit of the same type
(low-income housing or investment credit).
2. Report any remaining recapture on
line 26. The partnership is liable to pay any
unapplied recapture amount. Complete
Form 4255 for recapture of investment credit
and Form 8611 for recapture of low-income
housing credit and check the appropriate
box on line 26.
Report recapture of any other credit as a
separately stated item.
Interest on deferred tax attributable to
installment sales of certain timeshares
and residential lots. For sales of
timeshares and residential lots reported
under the installment method, the ELP’s
income tax is increased by the interest
payable under section 453(l)(3). In
determining the amount of interest payable,
the partnership is treated as subject to tax at
a 35% rate. Report this amount on line 26
with the notation “Section 453(l)(3) interest.”
Attach a schedule showing the computation.
Interest on tax deferred under the
installment method for certain nondealer
real property installment obligations. If
an obligation arising from the disposition of
real property to which section 453A applies
is outstanding at the close of the year, the
partnership must include the interest due
under section 453A(c). In determining the
amount of interest payable, the partnership
is treated as subject to tax at a 35% rate.
Report this amount on line 26 with the
notation “Section 453A(c) interest.” Attach a
schedule showing the computation.
Line 27
Enter the total amounts from line 2 of Form
2439, Notice to Shareholder of Undistributed
Long-Term Capital Gains, and line 20 of
Form 4136, Credit for Federal Tax Paid on
Fuels. The credit for tax paid on
undistributed capital gains of a RIC or a
REIT and the refundable credit for fuel used
for certain purposes are allowed to the ELP.
They are not separately reported to
partners.
Line 29
Attach a check or money order payable to
the “United States Treasury.” Write “2007
Form 1065-B,” and the ELP’s name,
address, phone number, and EIN on the
payment.
You can e-file Form 1065-B and e-pay
the balance due in a single step by
authorizing an electronic funds withdrawal
from your bank account when filing.
If you are enrolled in the Electronic
Federal Tax Payment System (EFTPS), you
can pay your balance due online or by
phone. EFTPS is a free service provided by
the U.S. Department of Treasury. If you are
not required to use EFTPS, you may still
participate voluntarily. To get more
information or to enroll in EFTPS, call
1-800-555-4477, or visit www.eftps.gov.
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Part II. Taxable Income or
Loss From Other Activities
Report in Part II only income or (loss) and
deductions from activities not included in
Part I (for example, portfolio income and
deductions). See Other Activities on page
11 for a definition of portfolio income.
Line 1
Enter only taxable interest (not from passive
loss limitation activities) on line 1.
Include interest income from the clean
renewable energy bond credit and the gulf
bond credit if applicable. See the
instructions for Form 8912, Credit for Clean
Renewable Energy and Gulf Tax Credit
Bonds, to determine if the ELP must include
the amount of the credit in interest income.
Lines 2a Through 2c
Enter only taxable ordinary dividends on line
2a. On line 2b enter all qualified dividends
from line 2a.
Qualified dividends. Except as provided
below, qualified dividends are dividends
received after December 31, 2002, from
domestic corporations and qualified foreign
corporations.
Exceptions. The following dividends
are not qualified dividends.
• Dividends the ELP received on any share
of stock held for less than 61 days during
the 121-day period that began 60 days
before the ex-dividend date. When
determining the number of days the
partnership held the stock, it cannot count
certain days during which the partnership’s
risk of loss was diminished. The ex-dividend
date is the first date following the declaration
of a dividend on which the purchaser of a
stock is not entitled to receive the next
dividend payment. When counting the
number of days the ELP held the stock,
include the day the ELP disposed of the
stock but not the day the ELP acquired it.
• Dividends attributable to periods totaling
more than 366 days that the partnership
received on any share of preferred stock
held for less than 91 days during the
181-day period that began 90 days before
the ex-dividend date. When determining the
number of days the partnership held the
stock, do not count certain days during
which the partnership’s risk of loss was
diminished. Preferred dividends attributable
to periods totaling less than 367 days are
subject to the 61-day holding period rule
above.
• Dividends that relate to payments that the
partnership is obligated to make with
respect to short sales or positions in
substantially similar or related property.
• Dividends paid by a regulated investment
company that are not treated as qualified
dividend income under section 854.
• Dividends paid by a real estate
investment trust that are not treated as
qualified dividend income under section
857(c).
See Pub. 550 for more details.
Qualified foreign corporation. A
foreign corporation is a qualified foreign
corporation if it is:
1. Incorporated in a possession of the
United States or
2. Eligible for benefits of a
comprehensive income tax treaty with the
United States that the Secretary determines
is satisfactory for this purpose and that
includes an exchange of information
program. See Notice 2006-101, 2006-47.
I.R.B. 930, for details.
If the foreign corporation does not meet
either 1 or 2, then it can be treated as a
qualified foreign corporation for any dividend
paid by the corporation if the stock
associated with the dividend paid is readily
tradable on an established securities market
in the United States.
However, qualified dividends do not
include dividends paid by a passive foreign
investment company (defined in section
1297).
Report the qualified dividend on line 3 of
Schedule K. See Pub. 550 and Notice
2004-71, 2004-45 I.R.B. 793, for more
details.
Line 5
Report and identify other income or (loss) on
an attachment for line 5.
Line 7
Investment interest is interest paid or
accrued on debt properly allocable to
property held for investment. Property held
for investment includes property that
produces income (unless derived in the
ordinary course of a trade or business) from
interest, dividends, annuities, or royalties;
and gains from the disposition of property
that produces those types of income or is
held for investment. Investment interest
does not include interest expense allocable
to passive loss limitation activities.
To figure the deductible amount of
investment interest, complete Form 4952.
Enter the amount from line 8 of Form 4952.
Line 8
Include state and local income taxes paid by
the ELP that would be allowed as itemized
deductions on any partners’ income tax
returns if they were paid directly by the
partner for the same purpose.
Line 9
Enter contributions or gifts actually paid
during the tax year to or for the use of
charitable and governmental organizations
described in section 170(c). The total
amount claimed may not be more than 10%
of the ELP’s taxable income (total income
minus deductions) figured without regard to
the deduction for charitable contributions.
The deduction for certain contributions of
ordinary income and capital gain property is
reduced under section 170(e).
Substantiation requirements. Generally,
no deduction is allowed for any contribution
of $250 or more unless the partnership
obtains a written acknowledgment from the
charitable organization that shows the
amount of cash contributed, describes any
property contributed, and gives an estimate
of the value of any goods or services
provided in return for the contribution. The
acknowledgment must be obtained by the
due date (including extensions) of the ELP’s
return or, if earlier, the date the partnership
files its return. Do not attach the
acknowledgment to the tax return, but keep
it with the partnership’s records. These rules
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apply in addition to the filing requirements
for Form 8283, Noncash Charitable
Contributions, discussed below.
Contributions of property. If the
deduction claimed for noncash contributions
exceeds $500, complete Form 8283 and
attach to Form 1065-B. See Pub. 526,
Charitable Contributions, and Form 8283 for
more information.
If the ELP made a qualified conservation
contribution, under section 170(h), include
the FMV of the underlying property before
and after the donation, as well as the type of
legal interest contributed, and describe the
conservation purpose furthered by the
donation.
Conservation contributions of
agricultural or livestock production
property. Generally, conservation
contributions of property used in (or
available for) agricultural or livestock
production made by an electing large
partnership that is a qualified farmer or
rancher (as defined in Section
170(b)(1)(E)(v)) are not subject to the 10%
taxable income limit. Instead, the deduction
for these contributions is allowed to the
extent it does not exceed the excess of the
partnership’s taxable income over the
amount of allowable charitable contributions.
The carryover period for conservation
contributions of agricultural or livestock
production property exceeding the taxable
income limitation is 15 years. These
provisions do not apply to contributions
made after 2007.
Charitable contributions of food
inventory. The deduction for the charitable
contribution under section 170(e)(3) of
qualified food inventory that was donated for
the care of the ill, needy, and infants expires
for contributions made after December 31,
2007. To qualify for the deduction, the food
must meet all the quality and labeling
standards imposed by federal, state, and
local laws and regulations. The amount of
the charitable contribution for donated food
inventory is the lesser of (a) the basis of the
donated food plus one-half of the
appreciation (gain if the donated food were
sold at fair market value on the date of the
gift) or (b) twice the amount of basis of the
donated food.
Contributions of used vehicles.
Special rules apply to contributions of used
motor vehicles, boats, or airplanes with a
claimed value of more than $500. See
section 170(f)(12).
Reduced deduction for contributions
of certain property. For a charitable
contribution of property, the ELP must
reduce the contribution by the sum of:
• The ordinary income and short-term
capital gain that would have resulted if the
property were sold at its FMV and
• For certain contributions, the long-term
capital gain that would have resulted if the
property were sold at its FMV.
The reduction for the long-term capital
gain applies to:
• Contributions of tangible personal
property for use by an exempt organization
for a purpose or function unrelated to the
basis for its exemption,
• Contributions of any property to or for the
use of certain private foundations except for
stock for which market quotations are
readily available (section 170(e)(5)), and
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• Any patent or certain other intellectual
property contributed after June 3, 2004. See
section 170(e)(1)(B). However, the
partnership can deduct certain qualified
donee income from this property. See
section 170(m).
Nondeductible contributions. Certain
contributions made to an organization
conducting lobbying activities are not
deductible. See section 170(f)(9) for more
details.
Lines 10a and 10b
Enter on line 10a miscellaneous itemized
deductions as defined in section 67(b).
These deductions include expenses for the
production or collection of income under
section 212, such as investment advisory
fees, subscriptions to investment advisory
publications, and the cost of safe deposit
boxes. Multiply line 10a by 30% (.30) and
enter the result on line 10b. The remaining
70% of the amount on line 10a is not
allowed as a deduction to the partnership or
its partners.
Line 11
Other allowable deductions include items
such as:
• Real estate taxes and personal property
taxes on investment property,
• Casualty and theft losses on
income-producing property, and
• Any penalty on the early withdrawal of
savings.
Attach a schedule for line 11 listing the
type and amount of each allowable
deduction for which there is no separate line
in Part II of Form 1065-B.
Schedule A. Cost of Goods
Sold
Generally, inventories are required at the
beginning and end of each tax year if the
production, purchase, or sale of
merchandise is an income-producing factor.
See Regulations section 1.471-1.
However, if the partnership is a qualifying
taxpayer or a qualifying small business
taxpayer, it can adopt or change its
accounting method to account for
inventoriable items in the same manner as
materials and supplies that are not
incidental (unless its business is a tax
shelter (as defined in section 448(d)(3))).
A qualifying taxpayer is a taxpayer that,
with respect to each prior tax year ending
after December 16, 1998, has average
annual gross receipts of $1 million or less
for the 3-tax-year period ending with that
prior tax year. See Rev. Proc. 2001-10,
2001-2 I.R.B. 272 for details.
A qualifying small business taxpayer is a
taxpayer (a) that, with respect to each prior
tax year ending on or after December 31,
2000, has average annual gross receipts of
$10 million or less for the 3-tax-year period
ending with that prior tax year and (b)
whose principal business activity is not an
ineligible activity. See Rev. Proc. 2002-28,
2002-18 I.R.B. 815 for details.
Under this accounting method, inventory
costs for raw materials purchased for use in
producing finished goods and merchandise
purchased for resale are deductible in the
year the finished goods or merchandise are
sold (but not before the year the partnership
paid for the raw materials or merchandise if
it is also using the cash method). For
additional guidance on this method of
accounting for inventoriable items, see Pub.
538.
Enter amounts paid for all raw materials
and merchandise during the tax year on line
2. The amount the partnership can deduct
for the tax year is figured on line 8.
ELP’s that have not elected to treat
inventoriable items as materials and
supplies that are not incidental should see
Section 263A uniform capitalization rules on
page 15 before completing Schedule A.
Line 1. Inventory at Beginning
of Year
If the ELP is changing its method of
accounting for the current tax year, it must
refigure last year’s closing inventory using
its new method of accounting and enter the
result on line 1. If there is a difference
between last year’s closing inventory and
the refigured amount, attach an explanation
and take it into account when figuring the
partnership’s section 481(a) adjustment
(explained on page 4).
Line 2. Purchases
Reduce purchases by items withdrawn for
personal use. The cost of items withdrawn
for personal use should be shown as
property distributions on an attachment to
line 15 of Schedule K and in box 9 of
Schedule K-1.
Line 4. Additional Section 263A
Costs
An entry is required on this line only for
partnerships that have elected a simplified
method.
For ELPs that have elected the simplified
production method, additional section 263A
costs are generally those costs, other than
interest, that were not capitalized under the
partnership’s method of accounting
immediately prior to the effective date of
section 263A that are required to be
capitalized under section 263A. Interest
must be accounted for separately. For new
partnerships, additional section 263A costs
are the costs, other than interest, that must
be capitalized under section 263A, but
which the partnership would not have been
required to capitalize if it had existed before
the effective date of section 263A. For more
details, see Regulations section
1.263A-2(b).
For ELPs that have elected the simplified
resale method, additional section 263A
costs are generally those costs incurred with
respect to the following categories.
• Off-site storage or warehousing.
• Purchasing.
• Handling, such as processing, assembly,
repackaging, and transporting.
• General and administrative costs (mixed
service costs).
For details, see Regulations section
1.263A-3(d).
Enter the balance of section 263A costs
paid or incurred during the tax year not
includible on lines 2, 3, and 5. Attach a
schedule listing these costs.
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Line 5. Other Costs
Enter any other inventoriable costs paid or
incurred during the tax year not entered on
lines 2 through 4. Attach a schedule.
Line 7. Inventory at End of Year
See Regulations sections 1.263A-1 through
1.263A-3 for details on figuring the amount
of additional section 263A costs to be
included in ending inventory.
If the ELP accounts for inventoriable
items in the same manner as materials and
supplies that are not incidental, enter on line
7 the portion of its raw materials and
merchandise purchased for resale that is
included on line 6 and was not sold during
the year.
Lines 9a Through 9e. Inventory
Valuation Methods
Inventories can be valued at:
• Cost,
• Cost or market value (whichever is lower),
or
• Any other method approved by the IRS
that conforms to the requirements of the
applicable regulations cited below.
However, if the partnership is using the
cash method of accounting, it is required to
use cost.
ELPs that account for inventoriable items
in the same manner as materials and
supplies that are not incidental can currently
deduct expenditures for direct labor and all
indirect costs that would otherwise be
included in inventory costs. See Rev. Proc.
2001-10 and Rev. Proc. 2002-28 for more
information.
The average cost (rolling average)
method of valuing inventories generally
does not conform to the requirements of the
regulations. See Rev. Rul. 71-234, 1971-1
C.B. 148.
Partnerships that use erroneous
valuation methods must change to a method
permitted for federal tax purposes. To make
this change, use Form 3115.
On line 9a, check the methods used for
valuing inventories. Under lower of cost or
market, the term “market” (for normal goods)
means the current bid price prevailing on the
inventory valuation date for the particular
merchandise in the volume usually
purchased by the taxpayer. For a
manufacturer, market applies to the basic
elements of cost — raw materials, labor, and
burden. If section 263A applies to the
taxpayer, the basic elements of cost must
reflect the current bid price of all direct costs
and all indirect costs properly allocable to
goods on hand at the inventory date.
Inventory can be valued below cost when
the merchandise is unsalable at normal
prices or unusable in the normal way
because the goods are subnormal due to
damage, imperfections, shopwear, etc.,
within the meaning of Regulations section
1.471-2(c). These goods can be valued at
the current bona fide selling price, minus the
direct cost of disposition (but not less than
scrap value) if such a price can be
established.
If this is the first year the Last-in First-out
(LIFO) inventory method was either adopted
or extended to inventory goods not
previously valued under the LIFO method,
attach Form 970, Application To Use LIFO
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Inventory Method, or a statement with the
information required by Form 970. Also
check the box on line 9c.
If the partnership has changed or
extended its inventory method to LIFO and
has had to write up its opening inventory to
cost in the year of election, report the effect
of this write-up as income (line 10, Part I,
Form 1065-B) proportionately over a 3-year
period that begins in the tax year of the
LIFO election.
For more information on inventory
valuation methods, see Pub. 538,
Accounting Periods and Methods.
Schedule B. Other
Information
Question 1
Check box 1f for any other type of entity and
state the type.
Question 3
The partnership must answer “Yes” if during
the tax year:
• It owned an interest in another
partnership (foreign or domestic) or
• It was the “tax owner” of a foreign
disregarded entity (FDE) under Regulations
sections 301.7701-2 and 301.7701-3. The
tax owner of an FDE is the person that is
treated as owning the assets and liabilities
of the FDE for purposes of U.S. income tax
law.
If the partnership answered “Yes” to this
question, it must do the following.
1. Show each partnership’s name, EIN
(if any), and the country under whose laws
the partnership was organized, on an
attached schedule if the partnership directly
or indirectly owned at least a 10% interest in
any other foreign or domestic partnership
(other than any partnership for which a Form
8865 is attached to the tax return).
2. Complete and attach Form 8858,
Information Return of U.S. Persons With
Respect to Foreign Disregarded Entities, for
each FDE. For more information, see the
instructions for Form 8858.
Note. Clearly indicate whether each entity
in the attached schedule is a partnership or
a disregarded entity.
Question 4. Foreign Partners
Answer “Yes” if the ELP had any foreign
partners (for purposes of section 1446) at
any time during the tax year. Otherwise,
answer “No.”
If the ELP had gross income effectively
connected with a trade or business in the
United States and foreign partners, it may
be required to withhold tax under section
1446 on income allocable to foreign partners
(without regard to distributions) and file
Forms 8804, 8805, and 8813. See
Regulations sections 1.1446-1 through 7 for
more information.
Question 5
Answer “Yes” if interests in the partnership
are traded on an established securities
market or are readily tradable on a
secondary market (or its substantial
equivalent).
Question 6
Answer “Yes” if the ELP filed, or is required
to file, a return under section 6111 to
provide information on any reportable
transaction by a material advisor. Use Form
8918 to provide the information. See the
Instructions for Form 8918.
Question 7. Foreign Accounts
Answer “Yes” if either 1 or 2 below applies
to the ELP. Otherwise, check the “No” box.
1. At any time during the 2007 calendar
year, the partnership had an interest in or
signature or other authority over a bank
account, securities account, or other
financial account in a foreign country (see
Form TD F 90-22.1, Report of Foreign Bank
and Financial Accounts); and
• The combined value of the accounts
was more than $10,000 at any time during
the calendar year and
• The accounts were not with a U.S.
military banking facility operated by a U.S.
financial institution.
2. The ELP owns more than 50% of the
stock in any corporation that would answer
the question “Yes” based on item 1 above.
If you checked the “Yes” box for the
question:
• Enter the name of the foreign country or
countries. Attach a separate sheet if more
space is needed.
• File Form TD F 90-22.1 by June 30, 2008,
with the Department of the Treasury at the
address shown on the form. Because Form
TD F 90-22.1 is not a tax return, do not file it
with Form 1065-B. You can order Form TD
F 90-22.1 by calling 1-800-TAX-FORM
(1-800-829-3676) or you can download it
from the IRS website at www.irs.gov.
Question 8
The ELP may be required to file Form 3520,
Annual Return To Report Transactions With
Foreign Trusts and Receipt of Certain
Foreign Gifts, if:
• It directly or indirectly transferred property
or money to a foreign trust. For this purpose,
any U.S. person who created a foreign trust
is considered a transferor.
• It is treated as the owner of any part of
the assets of a foreign trust under the
grantor trust rules.
• It received a distribution from a foreign
trust.
For more information, see the
Instructions for Form 3520.
Note. An owner of a foreign trust must
ensure that the trust files an annual
information return on Form 3520-A, Annual
Information Return of Foreign Trust With a
U.S. Owner.
Schedule D. Capital Gains
and Losses
Purpose of Schedule
Use the Schedule D of Form 1065-B to
report sales or exchanges of capital assets,
capital gain distributions, and nonbusiness
bad debts.
Do not report on Schedule D capital
gains (losses) specially allocated to any
partners. Enter specially allocated capital
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gains (losses) directly on line 3 or 4 of
Schedule K, or on an attachment to line 15
of Schedule K and in box 3, 4, or 9 of
Schedule K-1, whichever applies. See How
Income Is Shared Among Partners on page
24.
What are Capital Assets?
Each item of property the partnership held
(whether or not connected with its trade or
business) is a capital asset except the
following.
• Stock in trade or other property included
in inventory or held mainly for sale to
customers.
• Accounts or notes receivable acquired in
the ordinary course of the trade or business
for services rendered or from the sale of
stock in trade or other property held mainly
for sale to customers.
• Depreciable or real property used in the
trade or business, even if it is fully
depreciated.
• Certain copyrights; literary, musical, or
artistic compositions; letters or memoranda;
or similar property. See section 1221(a)(3).
• U.S. Government publications, including
the Congressional Record, that the
partnership received from the Government,
other than by purchase at the normal sales
price, or that the partnership got from
another taxpayer who had received it in a
similar way, if the partnership’s basis is
determined by reference to the previous
owner.
• Certain commodities derivative financial
instruments held by a dealer. See section
1221(a)(6).
• Certain hedging transactions entered into
in the normal course of the trade or
business. See section 1221(a)(7).
• Supplies regularly used in the trade or
business.
Overview of Large Partnership
Provisions
For ELPs, capital gains and losses generally
are netted at the partnership level. A partner
in a large partnership takes into account
separately his distributive share of the
partnership’s net capital gain or net capital
loss. Such net capital gain (loss) is treated
as long-term capital gain (loss). The 28%
rate gain (loss) is treated in the same
manner.
Any excess of net short-term capital gain
over net long-term capital loss is not
separately stated. Instead, it is consolidated
with the partnership’s other taxable income.
A partner’s distributive share is divided
between passive loss limitation activities
and other activities. Capital gain (loss) is
allocated to passive loss limitation activities
to the extent that it is from sales and
exchanges of property used in connection
with a trade or business or rental activity.
Any excess is allocated to other activities
(that is, portfolio income).
Section 1231 gains are also netted at the
partnership level. The net gain is generally
treated as long-term capital gain. The net
loss is treated as an ordinary loss and is
included in computing the partnership’s
taxable income.
Items for Special Treatment
• Use Form 4797, Sales of Business
Property, to report (a) sales or exchanges of
property used in a trade or business, (b)
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sales or exchanges of depreciable or
amortizable property, (c) sales or other
dispositions of securities or commodities
held in connection with a trading business, if
the partnership made a mark-to-market
election (see page 4), (d) involuntary
conversions (other than from casualties or
thefts), and (e) the disposition of noncapital
assets (other than inventory or property held
primarily for sale to customers in the
ordinary course of a trade or business).
• Use Form 4684, Casualties and Thefts, to
report involuntary conversions of property
due to a casualty or theft.
• Gains and losses from section 1256
contracts and straddles are reported on
Form 6781, Gains and Losses From Section
1256 Contracts and Straddles.
• An exchange of business or investment
property for property of a like kind is
reported on Form 8824, Like-Kind
Exchanges.
• Transactions by a securities dealer. See
section 1236.
• See Pub. 550, Investment Income and
Expenses, for information on bonds and
other debt instruments.
• For certain real estate subdivided for sale
that may be considered a capital asset, see
section 1237.
• Gain on the sale of depreciable property
to a more than 50%-owned entity, or to a
trust in which the partnership is a
beneficiary, is treated as ordinary gain.
• For liquidating distributions from a
corporation, see Pub. 550.
• See section 1248 for gain on the sale or
exchange of stock in certain foreign
corporations.
• For gain or loss on options to buy or sell,
including closing transactions, see Pub. 550.
• Gain or loss from a short sale of property.
See Pub. 550 for details.
• For undistributed capital gains from a RIC
or a REIT, the partnership will receive
information on Form 2439.
• See section 84 for the transfer of property
to a political organization if the FMV of the
property exceeds the partnership’s adjusted
basis in such property.
• Any loss on the disposition of converted
wetland or highly erodible cropland that is
first used for farming after March 1, 1986, is
reported as a long-term capital loss on
Schedule D, but any gain on such a
disposition is reported as ordinary income
on Form 4797. See section 1257 for details.
• See Rev. Rul. 84-111, 1984-2 C.B. 88, for
the transfer of partnership assets and
liabilities to a newly formed corporation in
exchange for all of its stock.
• See section 897 for the disposition of
foreign investment in a U.S. real property
interest.
• Any loss from a sale or exchange of
property between the partnership and
certain related persons is not allowed,
except for distributions in complete
liquidation of a corporation. See sections
267 and 707(b) for details.
• Any loss from securities that are capital
assets that become worthless during the
year is treated as a loss from the sale or
exchange of a capital asset on the last day
of the tax year.
• Nonrecognition of gain on sale of stock to
an employee stock ownership plan (ESOP)
or an eligible cooperative. See section 1042
and Temporary Regulations section
1.1042-1T for rules under which the
partnership can elect not to recognize gain
from the sale of certain stock to an ESOP or
an eligible cooperative.
• A nonbusiness bad debt must be treated
as a short-term capital loss and can be
deducted only in the year the debt becomes
totally worthless. For each bad debt, enter
the name of the debtor and “Schedule
Attached” in column (a) of line 1 and the
amount of the bad debt as a loss in column
(f). Also attach a statement of facts to
support each bad debt deduction.
• Any loss from a wash sale of stock or
securities (including contracts or options to
acquire or sell stock or securities) cannot be
deducted unless the partnership is a dealer
in stock or securities and the loss was
sustained in a transaction made in the
ordinary course of the partnership’s trade or
business. A wash sale occurs if the
partnership acquires (by purchase or
exchange), or has a contract or option to
acquire, substantially identical stock or
securities within 30 days before or after the
date of the sale or exchange. See section
1091.
• Gain from installment sales. If the
partnership sold property at a gain and it will
receive a payment in a tax year after the
year of sale, it generally must report the sale
on the installment method unless it elects
not to. However, the installment method
cannot be used to report sales of stock or
securities traded on an established
securities market. Use Form 6252,
Installment Sale Income, to report the sale
on the installment method. Also use Form
6252 to report any payment received during
the tax year from a sale made in an earlier
year that was reported on the installment
method.
If the ELP wants to elect out of the
installment method, it must report the full
amount of the gain on a timely filed return
(including extensions). If the partnership
filed Form 1065-B on time, the election can
be made on an amended return filed no later
than six months after the due date
(excluding extensions) of the original return.
Write “See attached Form 8082 for AAR per
IRC section 6251; Filed pursuant to section
301.9100-2” in the top margin of the
amended return, and file it at the same
address the original return was filed. See
Administrative Adjustment Requests on
page 5 for details.
• A sale or other disposition of an interest in
a partnership owning unrealized receivables
or inventory items may result in ordinary
gain or loss. See Pub. 541, Partnerships, for
more details.
• Certain constructive ownership
transactions. Gain in excess of the gain that
would have been recognized if the
partnership had held a financial asset
directly during the term of a derivative
contract must be treated as ordinary
income. See section 1260 for details.
Constructive sale treatment for certain
appreciated positions. Generally, the ELP
must recognize gain (but not loss) on the
date it enters into a constructive sale of any
appreciated position in stock, a partnership
interest, or certain debt instruments as if the
position were disposed of at FMV on that
date.
The ELP is treated as making a
constructive sale of an appreciated position
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when it (or a related person, in some cases)
does one of the following.
• Enters into a short sale of the same or
substantially identical property (that is, a
“short sale against the box”).
• Enters into an offsetting notional principal
contract relating to the same or substantially
identical property.
• Enters into a futures or forward contract to
deliver the same or substantially identical
property.
• Acquires the same or substantially
identical property (if the appreciated position
is a short sale, offsetting notional principal
contract, or a futures or forward contract).
Exception. Generally, constructive sale
treatment does not apply if:
• The partnership closed the transaction
before the end of the 30th day after the end
of the year in which it was entered into,
• The partnership held the appreciated
position to which the transaction relates
throughout the 60-day period starting on the
date the transaction was closed, and
• At no time during that 60-day period was
the partnership’s risk of loss reduced by
holding certain other positions.
For details and other exceptions to these
rules, see Pub. 550.
Special rules for traders in securities.
Traders in securities are engaged in the
business of buying and selling securities for
their own account. To be engaged in
business as a trader in securities you must
meet all the following conditions.
• The ELP must seek to profit from daily
market movements in the prices of
securities and not from dividends, interest,
or capital appreciation.
• The ELP’s trading activity must be
substantial.
• The partnership must carry on the activity
with continuity and regularity.
The following facts and circumstances
should be considered in determining if a
partnership’s activity is a business.
• Typical holding periods for securities
bought and sold.
• The frequency and dollar amount of the
partnership’s trades during the year.
• The extent to which the partners pursue
the activity to produce income for a
livelihood.
• The amount of time devoted to the
activity.
Like an investor, a trader must report
each sale of securities (taking into account
commissions and any other costs of
acquiring or disposing of the securities) on
Schedule D or on an attached statement
containing all the same information for each
sale in a similar format. However, if a trader
made the mark-to-market election, each
transaction is reported in Part II of Form
4797 instead of Schedule D. Regardless of
whether a trader reports its gains and losses
on Schedule D or Form 4797, the gain or
loss from the disposition of securities is not
taken into account when figuring net
earnings from self-employment on
Schedules K and K-1. See section 1402(i)
for an exception that applies to section 1256
contracts.
The limitation on investment interest
expense that applies to investors does not
apply to interest paid or incurred in a trading
business. A trader reports interest expense
and other expenses (excluding commissions
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and other costs of acquiring or disposing of
securities) from a trading business in Part I
of Form 1065-B.
A trader also can hold securities for
investment. The rules for investors generally
will apply to those securities. Allocate
interest and other expenses between the
partnership’s trading business and its
investment securities. Investment interest
expense is reported on line 7 of Part II,
Form 1065-B.
Rollover of gain from qualified stock. If
the partnership sold qualified small business
stock (defined later) it held for more than 6
months, it can postpone gain if it purchased
other qualified small business stock during
the 60-day period that began on the date of
the sale. The partnership must recognize
gain to the extent the sale proceeds exceed
the cost of the replacement stock. Reduce
the basis of the replacement stock by any
postponed gain.
If the partnership chooses to postpone
gain, report the entire gain realized on the
sale on line 1 or 5. Directly below the line on
which the partnership reported the gain,
enter in column (a) “Section 1045 Rollover”
and enter as a (loss) in column (f) the
amount of the postponed gain.
Attach a statement to Form 1065-B that
(a) identifies the replacement qualified small
business stock, (b) shows the computation
of the adjustment to the partnership’s basis
in the replacement stock for the amount of
any postponed gain under section 1045, and
(c) shows the dates on which the
replacement stock was acquired by the
partnership.
The ELP also must separately state
the amount of the gain rolled over on
CAUTION qualified stock under section 1045
on an attachment to Form 1065-B, Schedule
K, line 15. Each partner must determine if
he or she qualifies for the rollover at the
partner level or if he or she wants to opt out
of the section 1045 election. Also, the
partnership must separately state on that
line (and not on Schedule D) any gain that
would qualify for the section 1045 rollover at
the partner level instead of the partnership
level (because a partner was entitled to
purchase replacement stock) and any gain
on qualified stock that could qualify for the
partial exclusion under section 1202.
To be qualified small business stock, the
stock must meet all of the following tests.
• It must be stock in a C corporation (that
is, not S corporation stock).
• It must have been originally issued after
August 10, 1993.
• As of the date the stock was issued, the
corporation was a qualified small business.
A qualified small business is a domestic C
corporation with total gross assets of $50
million or less (a) at all times after August 9,
1993, and before the stock was issued, and
(b) immediately after the stock was issued.
Gross assets include those of any
predecessor of the corporation. All
corporations that are members of the same
parent-subsidiary controlled group are
treated as one corporation.
• The partnership must have acquired the
stock at its original issue (either directly or
through an underwriter), either in exchange
for money or other property or as pay for
services (other than as an underwriter) to
the corporation. In certain cases, the
!
partnership can meet the test if it acquired
the stock from another person who met this
test (such as by gift or inheritance) or
through a conversion or exchange of
qualified small business stock held by the
partnership.
• During substantially all the time the
partnership held the stock:
1. The corporation was a C corporation,
2. At least 80% of the value of the
corporation’s assets were used in the active
conduct of one or more qualified businesses
(defined below), and
3. The issuing corporation was not a
foreign corporation, domestic international
sales corporation (DISC), former DISC,
interest charge domestic international sales
corporation (IC-DISC), former IC-DISC,
corporation that has made (or that has a
subsidiary that has made) a section 936
election, regulated investment company
(RIC), real estate investment trust (REIT),
real estate mortgage investment conduit
(REMIC), financial asset securitization
investment trust (FASIT), or cooperative.
• Gain on the sale of an interest in a
partnership or S corporation, which is a DC
Zone business, attributable to real property
or an intangible asset which is not an
integral part of the DC Zone business.
• Gain from a related-party transaction. See
Sales and Exchanges Between Related
Persons in Pub. 544.
See Pub. 954 and section 1400B for
more details on DC Zone assets and special
rules.
How to report. Report the entire gain
realized from the sale or exchange on
Schedule D, Part II, line 5, as the ELP
otherwise would without regard to the
exclusion. To report the exclusion, enter
“DC Zone Asset Exclusion” on a separate
entry on Schedule D, line 5, column (a) and
enter as a (loss) in column (f) the amount of
the exclusion.
Note. A specialized small business
investment company (SSBIC) is treated as
having met test 2 above.
Use the trade dates for date acquired and
date sold for stocks and bonds traded on an
exchange or over-the-counter market. The
acquisition date for an asset the partnership
held on January 1, 2001, for which it made
an election to recognize any gain on a
deemed sale, is the date of the deemed
sale.
A qualified business is any business
other than the following.
• One involving services performed in the
fields of health, law, engineering,
architecture, accounting, actuarial science,
performing arts, consulting, athletics,
financial services, or brokerage services.
• One whose principal asset is the
reputation or skill of one or more employees.
• Any banking, insurance, financing,
leasing, investing, or similar business.
• Any farming business (including raising or
harvesting of trees).
• Any business involving the production of
products for which percentage depletion can
be claimed.
• Any business of operating a hotel, motel,
restaurant, or similar business.
Rollover of gain from empowerment zone
assets. If the partnership sold a qualified
empowerment zone asset it held for more
than 1 year, it may be able to elect to
postpone part or all of the gain. For details,
see Pub. 954, Tax Incentives for Distressed
Communities, and section 1397B.
Exclusion of gain from DC Zone assets.
If the ELP sold or exchanged a District of
Columbia Enterprise Zone (DC Zone) asset
that it held for more than 5 years, it may be
able to exclude the qualified capital gain.
The sale or exchange of DC Zone capital
assets reported on Schedule D include the
following.
• Stock in a domestic corporation that was
a DC Zone Business.
• Interest in a partnership that was a DC
Zone Business.
Report the sale or exchange of property
used in the partnership’s DC Zone business
on Form 4797.
Gains not qualified for exclusion. The
following gains do not qualify for the
exclusion of gain from DC Zone assets.
• Gain on the sale of an interest in a
partnership which is a DC Zone business
attributable to unrecaptured section 1250
gain. See the instructions for line 15 of
Schedule K for information on how to report
unrecaptured section 1250 gain.
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Specific Instructions
Columns (b) and (c). Date Acquired
and Date Sold
Column (d). Sales Price
Enter either the gross sales price or the net
sales price from the sale. On sales of stocks
and bonds, report the gross amount as
reported to the partnership by the
partnership’s broker on Form 1099-B,
Proceeds From Broker and Barter Exchange
Transactions, or similar statement.
However, if the broker advised the
partnership that gross proceeds (gross sales
price) less commissions and option
premiums were reported to the IRS, enter
that net amount in column (d).
Column (e). Cost or Other Basis
In general, the cost or other basis is the cost
of the property plus purchase commissions
and improvements and less depreciation,
amortization, and depletion. If the
partnership got the property in a tax-free
exchange, involuntary conversion, or wash
sale of stock, it may not be able to use the
actual cash cost as the basis. If the
partnership does not use cash cost, attach
an explanation of the basis.
If the ELP sold stock, adjust the basis by
subtracting all the stock-related nontaxable
distributions received before the sale. This
includes nontaxable distributions from utility
company stock and mutual funds. Also
adjust the basis for any stock splits or stock
dividends.
If the ELP elected to recognize gain on
an asset held on January 1, 2001, its basis
in the asset is its closing market price or
FMV, whichever applies, on the date of the
deemed sale, whether the deemed sale
resulted in a gain or an unallowed loss.
If a charitable contribution deduction is
allowed because of a bargain sale of
property to a charitable organization, the
adjusted basis for purposes of determining
gain from the sale is the amount which has
the same ratio to the adjusted basis as the
amount realized has to the FMV.
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See section 852(f) for the treatment of
certain load charges incurred in acquiring
stock in a mutual fund with a reinvestment
right.
If the gross sales price is reported in
column (d), increase the cost or other basis
by any expense of sale, such as broker’s
fees, commissions, or option premiums,
before making an entry in column (e).
For more details, see Pub. 551, Basis of
Assets.
Column (f). Gain or (Loss)
Make a separate entry in this column for
each transaction reported on lines 1 and 5
and any other lines that apply to the
partnership. For lines 1 and 5, subtract the
amount in column (e) from the amount in
column (d). Enter negative amounts in
parentheses.
Part IV-Net Capital Gain (Loss)
From Passive Loss Limitation
Activities
Line 15. Redetermine the amount on line
12 by taking into account only gains and
losses from passive loss limitation activities.
Capital Gains and Losses From
Other Partnerships, Estates, and
Trusts
See the Schedule K-1 or other information
supplied to you by the other partnership,
estate, or trust. Enter the gains (losses) on
line 1 or 5, whichever applies. Do not
complete columns (a) through (e). Instead,
write “From Schedule K-1 (Form 1065,
1065-B, or 1041)” across these columns.
Schedules K and K-1.
Partners’ Shares of
Income, Credits,
Deductions, etc.
Purpose of Schedules
The partners are liable for tax on their
shares of the partnership income, whether
or not distributed, and must include their
shares on their tax returns.
Schedule K (page 4 of Form 1065-B) is a
summary schedule of all the partners’
shares of the partnership’s income, credits,
deductions, etc.
Schedule K-1 (Form 1065-B) shows each
partner’s separate share. Attach a copy of
each Schedule K-1 to the Form 1065-B filed
with the IRS; keep a copy with a copy of the
partnership return as a part of the
partnership’s records; and furnish a copy to
each partner. If a partnership interest is held
by a nominee on behalf of another person,
the partnership may be required to furnish
Schedule K-1 to the nominee. See
Temporary Regulations sections
1.6031(b)-1T and 1.6031(c)-1T for more
information.
Give each partner a copy of either the
Partner’s Instructions for Schedule K-1
(Form 1065-B) or specific instructions for
each item reported on the partner’s
Schedule K-1 (Form 1065-B).
Substitute Forms
The partnership does not need IRS approval
to use a substitute Schedule K-1 if it is an
exact copy of the IRS schedule. The boxes
must use the same numbers and titles and
must be in the same order and format as on
the comparable IRS Schedule K-1. The
substitute schedule must include the OMB
number. The partnership must provide each
partner with the Partner’s Instructions for
Schedule K-1 (Form 1065-B) or other
prepared specific instructions for each item
reported on the partner’s Schedule K-1.
The partnership must request IRS
approval to use other substitute Schedules
K-1. To request approval, write to Internal
Revenue Service, Attention: Substitute
Forms Program, SE:W:CAR:MP:T:T:SP,
1111 Constitution Avenue, NW, IR-6526,
Washington, DC 20224.
Each partner’s information must be on a
separate sheet of paper. Therefore,
separate all continuously printed substitutes
before you file them with the IRS.
The partnership may be subject to a
penalty if it files Schedules K-1 that do not
conform to the specifications discussed in
Pub. 1167, General Rules and
Specifications for Substitute Forms and
Schedules.
How Income Is Shared Among
Partners
Generally, allocate shares of income, gain,
loss, deduction, or credit among the
partners according to the partnership
agreement for sharing income or loss.
However, partners can agree to allocate
specific items in a ratio different from the
ratio for sharing income or loss.
In determining the amounts required to
be separately taken into account by a
partner, those provisions of the large
partnership rules governing computation of
taxable income are applied separately with
respect to that partner by taking into account
that partner’s distributive share of the
partnership’s items of income, gain, loss,
deduction, or credit. This rule permits
partnerships to make otherwise valid special
allocations of partnership items to partners.
Report the specially allocated items in
the appropriate box of the applicable
partner’s Schedule K-1 and the total on the
appropriate line of Schedule K, instead of on
Parts I or II of Form 1065-B or Schedules A
or D. For example, specially allocated net
capital gain from passive activities is
entered in box 4a of Schedule K-1, and the
total is entered on line 4a of Schedule K,
along with any net capital gain from line 16
of Schedule D (Form 1065-B).
If a partner’s interest changed during the
year, see section 706(d) before determining
each partner’s distributive share of any item
of income, gain, loss, deduction, etc. Income
(loss) is allocated to a partner only for the
part of the year in which that person is a
member of the partnership. The partnership
will either allocate on a daily basis or divide
the partnership year into segments and
allocate income, loss, or special items in
each segment among the persons who were
partners during that segment. Partnerships
that report their income on the cash basis
must allocate interest expense, taxes, and
any payment for services or for the use of
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property on a daily basis if there is any
change in any partner’s interest during the
year.
Special rules on the allocation of income,
gain, loss, and deductions generally apply if
a partner contributes property to the
partnership and the FMV of that property at
the time of contribution differs from the
contributing partner’s adjusted tax basis.
Under these rules, the partnership must use
a reasonable method of making allocations
of income, gain, loss, and deductions from
the property so that the contributing partner
receives the tax burdens and benefits of any
built-in gain or loss (for example,
precontribution appreciation or diminution of
value of the contributed property). See
Regulations section 1.704-3 for details on
how to make these allocations, including a
description of specific allocation methods
that are generally reasonable.
See Dispositions of Contributed Property
on page 9 for special rules on the allocation
of income, gain, loss, and deductions on the
disposition of property contributed to the
partnership by a partner.
If the partnership agreement does not
provide for the partner’s share of income,
gain, loss, deduction, or credit, or if the
allocation under the agreement does not
have substantial economic effect, the
partner’s share is determined according to
the partner’s interest in the partnership. See
Regulations section 1.704-1 for more
information.
Specific Instructions for
Schedules K and K-1
Generally, the ELP is required to prepare
and give a Schedule K-1 to each person
who was a partner in the partnership at any
time during the year.
However, if a foreign partnership meets
each of the following four requirements, it is
not required to file or provide Schedule K-1
for foreign partners (unless the foreign
partner is a pass-through entity through
which a U.S. person holds an interest in the
foreign partnership).
• The partnership had no gross income
effectively connected with the conduct of a
trade or business within the United States
during its tax year.
• All required Forms 1042 and 1042-S were
filed by the partnership or another
withholding agent as required by
Regulations sections 1.1461-1(b) and (c).
• The tax liability of each partner for
amounts reportable under Regulations
sections 1.1461-1(b) and (c) has been fully
satisfied by the withholding of tax at the
source.
• The partnership is not a withholding
foreign partnership as defined in
Regulations section 1.1441-5(c).
Generally, any person who holds an
interest in a partnership as a nominee for
another person must furnish to the
partnership the name, address, etc., of the
other person.
On each Schedule K-1, enter the names,
addresses, and identifying numbers of the
partner and partnership and the partner’s
distributive share of each item.
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For an individual partner, enter the
partner’s social security number (SSN) or
individual taxpayer identification number
(ITIN). For all other partners, enter the
partner’s EIN. However, if a partner is an
individual retirement arrangement (IRA),
enter the identifying number of the custodian
of the IRA. Do not enter the SSN of the
person for whom the IRA is maintained.
Foreign partners without a U.S. taxpayer
identifying number should be notified by the
partnership of the necessity of obtaining
one. Certain aliens who are not eligible to
obtain an SSN can apply for an ITIN on
Form W-7, Application for IRS Individual
Taxpayer Identification Number.
If a husband and wife each had an
interest in the partnership, prepare a
separate Schedule K-1 for each of them. If a
husband and wife held an interest together,
prepare one Schedule K-1 if the two of them
are considered to be one partner.
Use the codes listed on page 31 for box
9 of Schedule K-1 to report various items. If
more space is needed, include the
information in an attachment to box 9.
Due date. Unlike other partnerships, an
ELP must provide a Schedule K-1 to each
partner by the first March 15 following the
close of the partnership’s tax year. For
calendar year 2007 partnerships, the due
date is March 15, 2008.
Partner’s Share of Liabilities
(Schedule K-1)
Enter each partner’s share of:
• Nonrecourse liabilities,
• Partnership-level qualified nonrecourse
financing, and
• Other liabilities.
“Nonrecourse liabilities” are those
liabilities of the partnership for which no
partner bears the economic risk of loss. The
extent to which a partner bears the
economic risk of loss is determined under
the rules of Regulations section 1.752-2. Do
not include partnership-level qualified
nonrecourse financing (defined below) on
the line for nonrecourse liabilities.
If the partner terminated his or her
interest in the partnership during the year,
enter the share that existed immediately
before the total disposition. In all other
cases, enter it as of the end of the year.
If the ELP is engaged in two or more
different types of at-risk activities, or a
combination of at-risk activities and any
other activity, attach a statement showing
the partner’s share of nonrecourse liabilities,
partnership-level qualified nonrecourse
financing, and other liabilities for each
activity. See Pub. 925, Passive Activity and
At-Risk Rules, to determine if the
partnership is engaged in more than one
at-risk activity.
The at-risk rules of section 465 generally
apply to any activity carried on by the
partnership as a trade or business or for the
production of income. These rules generally
limit the amount of loss and other
deductions a partner can claim from any
partnership activity to the amount for which
that partner is considered at risk. However,
for partners who acquired their partnership
interests before 1987, the at-risk rules do
not apply to losses from an activity of
holding real property the partnership placed
in service before 1987. The activity of
holding mineral property does not qualify for
this exception. Identify on an attachment to
Schedule K-1 the amount of any losses that
are not subject to the at-risk rules.
If the ELP is engaged in an activity
subject to the limitations of section 465(c)(1)
(such as films or videotapes, leasing section
1245 property, farming, or oil and gas
property), give each partner his or her share
of the total pre-1976 losses from that activity
for which there existed a corresponding
amount of nonrecourse liability at the end of
each year in which the losses occurred. See
Form 6198, At-Risk Limitations, and related
instructions for more information.
Qualified nonrecourse financing secured
by real property used in an activity of
holding real property that is subject to the
at-risk rules is treated as an amount at risk.
“Qualified nonrecourse financing” generally
includes financing for which no one is
personally liable for repayment that is
borrowed for use in an activity of holding
real property and that is loaned or
guaranteed by a federal, state, or local
government or that is borrowed from a
“qualified” person. Qualified persons include
any person actively and regularly engaged
in the business of lending money, such as a
bank or savings and loan association.
Qualified persons generally do not include
related parties (unless the nonrecourse
financing is commercially reasonable and on
substantially the same terms as loans
involving unrelated persons), the seller of
the property, or a person who receives a fee
for the partnership’s investment in the real
property. See section 465 for more
information on qualified nonrecourse
financing.
The partner as well as the partnership
must meet the qualified nonrecourse rules.
Therefore, the partnership must enter on an
attached statement any other information
the partner needs to determine if the
qualified nonrecourse rules are also met at
the partner level.
Note. The following line numbers
correspond with Schedule K. However, each
line instruction also provides reporting
information for Schedule K-1. Letter codes
required for entries in box 9 of Schedule K-1
are on page 31.
Line 1. Taxable Income (Loss)
From Passive Loss Limitation
Activities
Enter the amount from Form 1065-B, page
1, line 25, on Schedule K, line 1a. Enter the
income or (loss) without reference to (a) the
basis of the partners’ interests in the
partnership, (b) the partners’ at-risk
limitations, or (c) the passive activity
limitations. These limitations, if applicable,
are determined at the partner level.
Allocate the income (loss) from passive
loss limitation activities (line 1a of Schedule
K) to interests held as a general partner as
follows.
Step 1. Allocate the amount reported on
line 1a to the following categories.
• Trade or business activities.
• Rental real estate activities.
• Other rental activities.
Step 2. Report on lines 1b(1), 1b(2), and
1b(3) of Schedule K that portion of each
amount from Step 1 that will be allocated to
-24-
interests held as a general partner (the
combined distributive shares and any
separate allocations for all general partner
interests).
General partners in an ELP must
separately account for any items attributable
to passive loss limitation activities to the
extent necessary to comply with the passive
activity rules.
Because general partners must comply
with the passive activity rules, report the
information on lines 1b(1), 1b(2), and 1b(3)
of Schedule K separately for each activity of
the partnership using Codes A1, B1, and C1
in box 9 of Schedule K-1. The remaining
amount on line 1d of Schedule K is reported
in box 1 of Schedule K-1 for limited partners
(including interests held as a limited partner
by general partners).
Line 2. Taxable Income (Loss)
From Other Activities
On Schedule K, line 2, enter the amount
from Form 1065-B, Part II, line 13. Report
amounts for both general and limited
partners in box 2 of Schedule K-1.
Line 3. Qualified Dividends
Enter the qualified dividends from other
activities from Form 1065-B, Part II, line 2b.
Report amounts for both general and limited
partners in box 3 of Schedule K-1.
Line 4a. Net Capital Gain (Loss)
From Passive Loss Limitation
Activities
Enter the net capital gain or (loss) from
passive loss limitation activities from
Schedule D (Form 1065-B), line 16. Report
the amount allocated to interests held as a
limited partner in box 4a of Schedule K-1.
Because general partners must comply
with the passive activity rules, report the line
4a amount allocated to interests held as a
general partner separately for each activity
using Codes A2, B2, and C2, in box 9 of
Schedule K-1.
Line 4b. Net Capital Gain (Loss)
From Other Activities
Enter the net capital gain (loss) from other
activities from Schedule D (Form 1065-B),
line 18. Report this amount to all partners in
box 4b of Schedule K-1.
Lines 5 and 6
For an ELP, the alternative minimum tax
(AMT) adjustments and preferences are
combined at the partnership level. The
partnership computes net AMT adjustments
separately for passive loss limitation
activities and other activities.
In determining a partner’s alternative
minimum taxable income, a partner’s
distributive share of any net AMT
adjustment is taken into account instead of
making separate AMT adjustments for
different partnership items. The net AMT
adjustment is determined by using the
adjustments and preferences applicable to
individuals for partners other than
corporations, and by using the adjustments
and preferences applicable to corporations
for corporate partners. See Form 6251,
Alternative Minimum Tax — Individuals, and
Form 4626, Alternative Minimum Tax —
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Corporations, to figure the partnership’s
AMT adjustments and preferences.
The net passive AMT adjustment is
reported on line 5 of Schedule K and in box
5 of Schedule K-1 for interests held as a
limited partner. Because general partners
must comply with the passive activity rules,
report the amounts allocated to interests
held as a general partner separately for
each activity in box 9 using Codes A5, B7,
and C5.
The net other AMT adjustment is
reported on line 6 of Schedule K and in box
6 of Schedule K-1 for all partners.
Line 7. Guaranteed Payments to
Partners
Guaranteed payments to partners include:
• Payments for salaries, health insurance,
and interest deducted by the partnership
and reported on Form 1065-B, Part I, line
13; on a schedule attached to line 5, Part I;
or on Form 8825;
• Compensation deferred under a section
409A nonqualified deferred compensation
plan that does not meet the requirements of
section 409A reported on line 15 of
Schedule K; and
• Payments the partnership must capitalize.
See the instructions for Part 1, line 13.
Report guaranteed payments to the
partners receiving them in box 9 of
Schedule K-1 using Code F.
The transfer of property to a partner
TIP as part or all of a guaranteed
payment is a sale or exchange of
property and must be reported on Schedule
D of the Form 1065-B. See Rev. Rul.
2007-40 for details.
Line 8. Income From Discharge
of Indebtedness
Income from the discharge of indebtedness
is separately reported to each partner. In
addition, the section 108 rules governing the
income are the same as for other
partnerships. Elections under section 108
are made by each partner separately.
Enter the income from discharge of
indebtedness on line 8 of Schedule K and in
box 9 of Schedule K-1 for each partner
using Code G.
Note. Include the amount of income the
partnership must recognize for a transfer of
a partnership interest, after October 21,
2004, in satisfaction of a partnership debt
when the debt relieved exceeds the FMV of
the partnership interest. See section
108(e)(8) for more information.
Line 9. Tax-Exempt Interest
Income
Enter tax-exempt interest income, including
any exempt-interest dividends received from
a mutual fund or other regulated investment
company. Individuals must report this
amount on line 8b of Form 1040. The
adjusted basis of the partner’s interest is
increased by the amount shown on this line
under section 705(a)(1)(B). Report this
amount to partners in box 9 of Schedule K-1
using Code H.
Line 10. General Credits
The term “general credits” means any credit,
other than the low-income housing credit,
the rehabilitation credit from rental real
estate activities, and the foreign tax credit.
General credits are separately reported
to partners as a single item. A partner’s
distributive share of general credits is taken
into account as a current year general
business credit. The tax liability limit for the
general business credit is applied at the
partner level.
Combine the following credits and report
them under “general credits” on line 10.
• Credit for backup withholding on
dividends, interest, and other types of
income.
• Qualified electric vehicle credit (Form
8834).
• Qualified railroad track maintenance
credit (Form 8900).
• Unused credits from cooperatives.
• Investment credit (other than rehabilitation
credits from rental real estate activities)
(Form 3468).
• Work opportunity credit (Form 5884).
• Welfare-to-work credit (Form 8861).
• Credit for alcohol used as fuel (Form
6478).
• Credit for increasing research activities
(Form 6765).
• Disabled access credit (Form 8826).
• Renewable electricity, refined coal
production, and Indian coal production credit
(Form 8835).
• Empowerment zone and renewal
community employment credit (Form 8844).
• Indian employment credit (Form 8845).
• Credit for employer social security and
Medicare taxes paid on certain employee
tips (Form 8846).
• Orphan drug credit (Form 8820).
• Biodiesel and renewable fuels credit
(Form 8864).
• New markets credit (Form 8874).
• Credit for contributions to selected
community development corporations (Form
8847).
• Credit for small employer pension plan
startup costs (Form 8881).
• Credit for employer-provided childcare
facilities and services (Form 8882).
• Low sulfur diesel fuel production credit
(Form 8896).
• General credits from other ELPs.
• Distilled spirits credit (Form 8906).
• Nonconventional source fuel credit (Form
8907).
• Energy efficient home credit (Form 8908).
• Energy efficient appliance credit (Form
8909).
• Alternative motor vehicle credit (Form
8910).
• Alternative fuel vehicle refueling property
credit (Form 8911).
• Clean renewable energy bond credit
(Form 8912).
• Gulf tax credit bond credit (Form 8912).
• Mine rescue team training credit (Form
8923).
Exception. The refundable credit for
federal tax paid on fuels and the refund or
credit for tax paid on undistributed capital
gains of a RIC or a REIT are claimed by the
partnership. Therefore, they are not
separately reported to partners.
General credits are reported as a single
figure on line 10 of Schedule K and are
reported in box 7 of Schedule K-1 for limited
partners. However, for general partners,
credits allocable to passive loss limitation
activities must be separately stated for each
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trade or business activity, rental real estate
activity, and rental activity other than rental
real estate. Provide this information to
general partners in box 9 of Schedule K-1
using Codes A4, B4, and C4 so they can
comply with section 469.
Line 11. Low-Income Housing
Credit
Section 42 provides a credit that can be
claimed by owners of low-income residential
rental buildings. To qualify for this credit, the
partnership must file Form 8609,
Low-Income Housing Credit Allocation and
Certification, separately with the IRS. Do not
attach Form 8609 to Form 1065-B.
Complete and attach Form 8609-A, Annual
Statement for Low-Income Housing Credit,
and Form 8586, Low-Income Housing
Credit, to Form 1065-B.
Report this credit on line 11.
Report amounts from line 11 in box 8 of
Schedule K-1 for interests held as a limited
partner. However, for interests held as a
general partner, credits allocable to passive
loss limitation activities must be separately
stated for each rental real estate activity.
Provide this information in box 9 of
Schedule K-1 using Code B5 so general
partners can comply with section 469.
Line 12. Rehabilitation Credit
From Rental Real Estate
Activities
Report the rehabilitation credit from rental
real estate activities on line 12. Complete
the lines on Form 3468, Investment Credit,
that apply to the rehabilitation credit and
attach it to Form 1065-B. The ELP may
qualify for an increased rehabilitation credit
under section 1400N(h) for expenditures
paid or incurred during the period beginning
on August 28, 2005, and ending on
December 31, 2008, for property located in
the Gulf Opportunity Zone for Hurricane
Katrina. See the instructions for Form 3468
and Pub. 4492 for details.
For limited partners, report the
rehabilitation credit from rental real estate
activities reported on line 12 in box 9 of
Schedule K-1 using Code I. However, for
general partners, credits allocable to
passive loss limitation activities must be
separately stated for each rental real estate
activity. For general partners, report the
rehabilitation credit reported on line 12 in
box 9 of Schedule K-1 using Code B6 so
general partners can comply with section
469.
Note. Any rehabilitation credits from an
activity other than a rental real estate activity
are included in general credits reported on
line 10 of Schedule K.
Line 13. Net Earnings From
Self-Employment
General partners. General partners’ net
earnings (loss) from self-employment do not
include the following.
• Dividends on any shares of stock and
interest on any bonds, debentures, notes,
etc., unless the dividend or interest income
is received in the course of a trade or
business, such as a dealer in stocks or
securities or interest on notes or accounts
receivable.
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• Rentals from real estate, except rentals of
real estate held for sale to customers in the
course of a trade or business as a real
estate dealer or payments for rooms or
space when significant services are
provided.
• Royalty income, except royalty income
received in the course of a trade or
business.
See the instructions for Schedule SE
(Form 1040), Self-Employment Tax, for
more information.
Limited partners. Generally, a limited
partner’s share of partnership income (loss)
is not included in net earnings (loss) from
self-employment. Limited partners treat as
self-employment earnings only guaranteed
payments for services they actually
rendered to, or on behalf of, the partnership
to the extent that those payments are
payment for those services.
Schedule K. Enter on line 13a the amount
from line 5 of the worksheet below. On line
13b enter the amount of gross nonfarm
income from self-employment.
Note. For purposes of self-employment
tax, no income from an electing large
partnership is treated as fishing or farming
income.
Schedules K-1. Do not complete box 9 for
any partner that is an estate, trust,
corporation, exempt organization, or
individual retirement arrangement (IRA).
Using Code J1, enter in box 9 of
Schedule K-1 each individual general
partner’s share of the amount shown on line
5 of the worksheet below and each
individual limited partner’s share of the
amount shown on line 4c of the worksheet.
Using Code J2, enter the partner’s share of
gross nonfarm income in box 9.
Worksheet Instructions
Line 1b. Include on line 1b any part of the
net income (loss) from rental real estate
activities from Schedule K, line 1b(2) that is
from:
1. Rentals of real estate held for sale to
customers in the course of a trade or
business as a real estate dealer or
2. Rentals for which services were
rendered to the occupants (other than
services usually or customarily rendered for
the rental of space for occupancy only). The
supplying of maid service is such a service;
but the furnishing of heat and light, the
cleaning of public entrances, exits, stairways
and lobbies, trash collection, etc., are not
considered services rendered to the
occupants.
Line 4a. Include any guaranteed payments
to partners reported on Schedule K, line 7,
and derived from a trade or business as
defined in section 1402(c). Also, include
other ordinary income and expense items
reported on Schedules K and K-1 that are
used to figure self-employment earnings
under section 1402.
Line 14. Foreign Tax Credit
Information
Lines 14a through 14h must be completed if
the partnership has foreign income,
deductions, or losses or has paid or accrued
foreign taxes. See Pub. 514, Foreign Tax
Credit for Individuals, for more information.
Line 14a. Name of Foreign Country
or U.S. Possession
Enter the name of the foreign country or
U.S. possession from which the partnership
had income or to which the partnership paid
or accrued taxes. If the ELP received
income from, or paid or accrued taxes to,
more than one foreign country or U.S.
possession, enter “See attached” and attach
a schedule for each country for lines 14a
through 14h.
Using Code K1, enter this information in
box 9 of Schedule K-1 or on an attached
schedule.
Line 14b. Gross Income From All
Sources
Enter the partnership’s gross income from
all sources (both U.S. and foreign source).
Using Code K2, enter this information in
box 9 of Schedule K-1 or on an attached
schedule.
Line 14c. Gross Income Sourced at
Partner Level
Enter the total gross income of the
partnership that is required to be sourced at
the partner level. This includes income from
the sale of most personal property other
than inventory, depreciable property, and
certain intangible property. See Pub. 514
and section 865 for details. Attach a
schedule showing the following information.
• The amount of this gross income (without
regard to its source) in each category
identified in the instructions for line 14d,
including each of the listed categories.
• Specifically identify gains on the sale of
personal property other than inventory,
depreciable property, and certain intangible
property on which a foreign tax of 10% or
more was paid or accrued. Also list losses
on the sale of such property if the foreign
country would have imposed a 10% or
higher tax had the sale resulted in a gain.
See Determining the Source of Income
From the Sales or Exchanges of Certain
Personal Property in Pub. 514 and section
865.
• Specify the net foreign source capital gain
or loss within each separate limitation
category shown below in the instructions for
line 14d(3). Also, in the case of
noncorporate partners, separately identify
the net foreign source gain or loss within
each separate limitation category that is
28% rate gain (loss) and unrecaptured
section 1250 gain.
Using Code K3, enter this information in
box 9 of Schedule K-1 or on an attached
schedule.
Line 14d. Foreign Gross Income
Sourced at Partnership Level
Separately report gross income from
sources outside the United States by
category of income as follows. For
partnership and corporate partners only,
attach a schedule identifying the total
amount of foreign gross income in each
category of income attributable to foreign
branches. See Pub. 514 for information on
the categories of income.
Line 14d(1). Passive category foreign
source income.
This category includes the following
income.
• Passive income.
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• Dividends from a domestic international
sales corporation (DISC) or a former DISC.
• Taxable income that is foreign trade
income.
• Distributions from a foreign sales
corporation (FSC) or a former FSC.
See Line 14d(3) for exceptions.
!
Passive income does not include
export financing interest.
CAUTION
Using Code K4(a), enter this information
in box 9 of Schedule K-1 or on an attached
schedule.
Line 14d(2). General category foreign
source income. Include all foreign income
sourced at the partnership level that is not
passive category income. See Line 14d(3)
for exceptions.
Using Code K4(b), enter this information
in box 9 of Schedule K-1 or on an attached
schedule.
Line 14d(3). Other category foreign source
income. Attach a schedule listing section
901(j) income and income re-sourced by
treaty.
Using Code K4(c), enter this information
in box 9 of Schedule K-1 or on an attached
schedule.
Line 14e. Deductions Allocated
and Apportioned at Partner Level
Enter on line 14e(1) the partnership’s total
interest expense (including interest
equivalents under Temporary Regulations
section 1.861-9T(b)). Do not include interest
directly allocable under Temporary
Regulations section 1.861-10T to income
from a specific property. This type of interest
is allocated and apportioned at the
partnership level and is included on lines
14f(1) through (3).
Using Code K5, enter the total interest
expense in box 9 of Schedule K-1 or on an
attached schedule.
On line 14e(2), enter the total of all other
deductions or losses that are required to be
allocated at the partner level. For example,
include on line 14e(2) research and
experimental expenditures (see Regulations
section 1.861-17(f)). Using Code K6, enter
this information in box 9 of Schedule K-1 or
on an attached schedule.
Line 14f. Deductions Allocated and
Apportioned at Partnership Level
to Foreign Source Income
Separately report partnership deductions
that are allocated and apportioned at the
partnership level to (1) passive category
foreign source income, (2) general category
foreign source income, and (3) the other
category of foreign source income. See the
instructions for line 14d, earlier, for a
description of categories (1) — (3). Also, see
Pub. 514 for more information.
Note. Creditable foreign expenditures
generally must be allocated in accordance
with each partner’s interest in the
partnership. See Treasury Decision 9292,
2006-47 I.R.B. 914 for details.
For partnership and corporate partners
only, attach a schedule identifying the total
amount of deductions apportioned to each
category of income shown in the instructions
for line 14d that are attributable to foreign
branches.
Page 27 of 36
Instructions for Form 1065-B
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The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
Using Code K7(a) for passive category
foreign source income, Code K7(b) for
general category foreign source income,
and Code K7(c) for the other category of
foreign source income, enter this information
in box 9 of Schedule K-1 or on an attached
schedule.
Line 14g. Total Foreign Taxes
Enter in U.S. dollars the total foreign taxes
(described in section 901 or section 903)
that were paid or accrued by the partnership
(according to its method of accounting for
such taxes). Translate these amounts into
U.S. dollars by using the applicable
exchange rate (see Pub. 514).
Line 14g. Foreign taxes paid. If the
partnership uses the cash method of
accounting, enter foreign taxes paid during
the year on line 14g and check the “Paid”
box. Report each partner’s distributive share
in box 9 of Schedule K-1 using code K8(a).
Line 14g. Foreign taxes accrued. If the
partnership uses the accrual method of
accounting, enter foreign taxes accrued on
line 14g and check the “Accrued” box.
Report each partner’s distributive share in
box 9 of Schedule K-1 using code K8(b).
A partnership reporting foreign taxes
using the cash method can make an
irrevocable election to report the taxes using
the accrual method for the year of the
election and all future years. Make this
election by reporting all foreign taxes using
the accrual method on line 14g (see
Regulations section 1.905-1).
Attach a schedule reporting the following
information.
1. The total amount of foreign taxes
(including foreign taxes on income sourced
at the partner level) relating to each
category of income (see instructions for line
14d).
2. The dates on which the taxes were
paid or accrued, the exchange rates used,
and the amounts in both foreign currency
and U.S. dollars, for:
• Taxes withheld at source on interest,
• Taxes withheld at source on dividends,
• Taxes withheld at source on rents and
royalties, and
• Other foreign taxes paid or accrued.
Line 14h. Reduction in Taxes
Available for Credit
Attach a schedule showing the total
reductions in taxes available for credit.
Separately show the reductions for the
following.
• Taxes on foreign mineral income (section
901(e)).
• Taxes on foreign oil and gas extraction
income (section 907(a)).
• Taxes attributable to boycott operations
(section 908).
• Failure to timely file (or furnish all of the
information required on) Forms 5471 and
8865.
• Any other items (specify).
Using Code K9 for reduction in taxes
available for credit, enter this information in
box 9 of Schedule K-1 or on an attached
schedule.
Line 15
Attach a schedule listing other items and
amounts required to be reported separately
to partners. Enter each partner’s share in
box 9 or on an attached schedule to
Schedule K-1. Examples of items to report
include the following.
1. Any information a partnership must
separately report to its disqualified partners
regarding its oil and gas activities. See
Partnerships Holding Oil and Gas Properties
for more information. Enter this information
as Code L in box 9 of Schedule K-1 or on an
attached schedule.
2. Other tax-exempt income. On the
schedule for line 15, enter all income of the
partnership exempt from tax other than
tax-exempt interest income (for example, life
insurance proceeds). The adjusted basis of
the partner’s interest is increased by the
amount shown on this line under section
705(a)(1)(B). Enter this amount as Code M1
in box 9 of Schedule K-1.
3. Nondeductible expenses. Enter
nondeductible expenses paid or incurred by
the partnership. Do not include capital
expenditures or items the deduction for
which is deferred to a later tax year. The
adjusted basis of the partner’s interest is
decreased by the amount shown on this line
under section 705(a)(2)(B). Enter this
amount as Code M2 in box 9 of Schedule
K-1.
4. Unrelated business taxable income.
Any information a partner that is a
tax-exempt organization may need to figure
that partner’s share of unrelated business
taxable income under section 512(a)(1) (but
excluding any modifications required by
paragraphs (8) through (15) of section
512(b)). Partners are required to notify the
partnership of their tax-exempt status. See
the Instructions for Form 990-T, Exempt
Organization Business Income Tax Return,
for more information. Enter this amount as
Code M3 in box 9 of Schedule K-1.
5. Amounts paid during the tax year for
health insurance coverage for a partner
(including that partner’s spouse and
dependents). Enter this amount as Code M4
in box 9 of Schedule K-1.
6. Distributions of money (cash and
marketable securities). Enter the total
distributions to each partner of cash and
marketable securities that are treated as
money under section 731(c)(1). Generally,
marketable securities are valued at FMV on
the date of distribution. However, the value
of marketable securities does not include
the distributee partner’s share of the gain on
the securities distributed to that partner. See
section 731(c)(3)(B) for details. If this
amount includes marketable securities
treated as money, state separately on an
attachment (a) the partnership’s adjusted
basis of those securities immediately before
the distribution and (b) the FMV of those
securities on the date of distribution
(excluding the distributee partner’s share of
the gain on the securities distributed to that
partner). Enter this information as Code M5
in box 9 of Schedule K-1 or on an attached
schedule.
Worksheet for Figuring Net Earnings (Loss) From Self-Employment
1a Income (loss) from Schedule K, line 1b(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1a
b Certain rental real estate activity income (loss) from Schedule K, line 1b(2) (see instructions) . . . . .
1b
c Other rental activity income (loss) from Schedule K, line 1b(3) . . . . . . . . . . . . . . . . . . . . . . . . .
1c
d Net loss from Form 4797, Part II, line 17, included on lines 1a through 1c above. Enter as a positive
amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
e Combine lines 1a through 1d . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
2
Net gain from Form 4797, Part II, line 17, included on lines 1a through 1c above . . . . . . . . . . . . .
3a Subtract line 2 from line 1e. If line 1e is a loss, increase the loss on line 1e by the amount on line 2
b Part of line 3a allocated to estates, trusts, corporations, exempt organizations, and IRAs . . . . . . . .
2
3a
3b
c Subtract line 3b from line 3a. If line 3a is a loss, reduce the loss on line 3a by the amount on line 3b. Include each individual
general partner’s share in box 9 of Schedule K-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4a Guaranteed payments to partners (Schedule K, line 7) derived from a trade or business as defined in
section 1402(c) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4a
b Part of line 4a allocated to individual limited partners for other than services and to estates, trusts,
corporations, exempt organizations, and IRAs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4b
c Subtract line 4b from line 4a. Include each individual general partner’s share and each individual limited partner’s share in box 9
of Schedule K-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Net earnings (loss) from self-employment. Combine lines 3c and 4c. Enter here and on Schedule K, line 13a . . . . . . . . . . . .
-27-
3c
4c
5
Page 28 of 36
Instructions for Form 1065-B
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The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
We will add text to this discussion to inform the partnership that this item is to be reported as a coded item with an attachment to
Schedule K-1
7. Distributions of property other than
money. Enter the total distributions of
property other than money. In computing the
amount of the distribution, use the adjusted
basis of the property to the partnership
immediately before the distribution. On an
attachment also include the adjusted basis
and FMV of each property distributed. Enter
this information as Code M6 in box 9 of
Schedule K-1 or on an attached schedule.
8. Gain from the sale or exchange of
qualified small business (QSB) stock (as
defined in the instructions for Schedule D)
that is eligible for the partial section 1202
exclusion. The section 1202 exclusion
applies only to QSB stock issued after
August 10, 1993, and held by the
partnership for more than 5 years.
Corporate partners are not eligible for the
section 1202 exclusion. Additional
limitations apply at the partner level. Report
each partner’s share of section 1202 gain
using Code M7 in box 9 of Schedule K-1.
Each partner will determine if he or she
qualifies for the section 1202 exclusion.
Report with Code M7 on an attachment to
Schedule K-1 for each sale or exchange (a)
the name of the corporation that issued the
QSB stock, (b) the partner’s share of the
partnership’s adjusted basis and sales price
of the QSB stock, and (c) the dates the QSB
stock was bought and sold.
9. Gain eligible for section 1045 rollover
(replacement stock purchased by the
partnership). Include only gain from the sale
or exchange of qualified small business
(QSB) stock (as defined in the instructions
for Schedule D) that was deferred by the
partnership under section 1045 and reported
on Schedule D. See the instructions for
Schedule D for more details. The
partnership makes the election for a section
1045 rollover on a timely filed (including
extensions) return for the year in which the
sale occurred. Corporate partners are not
eligible for the section 1045 rollover.
Additional limitations apply at the partner
level. Report each partner’s share of the
gain eligible for section 1045 rollover using
Code M8 in box 9 of Schedule K-1. Each
partner will determine if he or she qualifies
for the rollover. Report with Code M8 on an
attachment to Schedule K-1 for each sale or
exchange (a) the name of the corporation
that issued the QSB stock, (b) the partner’s
share of the partnership’s adjusted basis
and sales price of the QSB stock, (c) the
dates the stock was bought and sold, (d) the
partner’s distributive share of gain from the
sale of the QSB stock, and (e) the partner’s
distributive share of the gain that was
deferred by the partnership under section
1045.
10. Gain eligible for section 1045 rollover
(replacement stock not purchased by the
partnership). Include only gain from the sale
or exchange of qualified small business
(QSB) stock (as defined in the instructions
for Schedule D) the partnership held for
more than 6 months but that was not
deferred by the partnership under section
1045. See the instructions for Schedule D
for more details. A partner (other than a
corporation) may be eligible to defer his or
her distributive share of this gain under
section 1045 if he or she purchases other
QSB stock during the 60-day period that
began on the date the QSB stock was sold
by the partnership. Additional limitations
apply at the partner level. Report with Code
M9 on an attachment to Schedule K-1 for
each sale or exchange (a) the name of the
corporation that issued the QSB stock, (b)
the partner’s share of the partnership’s
adjusted basis and sales price of the QSB
stock, (c) the dates the QSB stock was
bought and sold, and (d) the partner’s
distributive share of gain from the sale of the
QSB stock. For more information, see
Regulations section 31.1045-1.
Distribution of replacement QSB stock to
a partner that reduces another partner’s
interest in replacement QSB stock. A
partner must recognize gain upon a
distribution of replacement QSB stock to
another partner that reduces the partner’s
share of the replacement QSB stock held by
a partnership. The amount of gain that the
partner must recognize is based on the
amount of gain that the partner would
recognize upon a sale of the distributed
replacement QSB stock for its fair market
value on the date of the distribution, not to
exceed the amount that the partner
previously deferred under section 1045 with
respect to the distributed replacement QSB
stock. If the partnership distributed a
partner’s share of replacement QSB stock to
another partner, the partnership should give
the partner whose share of the replacement
QSB stock is reduced (a) the name of the
corporation that issued the replacement
QSB stock. (b) the date the replacement
QSB stock was distributed to another
partner or partners, and (c) the partner’s
share of the partnership’s adjusted basis
and fair market value of the replacement
QSB stock on such date.
11. Unrecaptured section 1250 gain. Use
the worksheet on page 30 to figure the
unrecaptured section 1250 gain.
12. 28% rate gain (loss). Use the
worksheet below to figure the 28% rate gain
(loss) (that is, collectibles gain or loss). A
collectibles gain or loss is any long-term
gain or deductible long-term loss from the
sale or exchange of a collectible that is a
capital asset. Collectibles include works of
art, rugs, antiques, metals (such as gold,
silver, and platinum bullion), gems, stamps,
coins, alcoholic beverages, and certain
other tangible property. Also include on the
worksheet any gain (but not loss) from the
sale or exchange of an interest in a
partnership or trust held more than 1 year
and attributable to unrealized appreciation of
collectibles. For details, see Regulations
section 1.1(h)-1. Also attach the statement
required under Regulations section
1.1(h)-1(e).
13. Any information needed by a partner
to figure the interest due under section
1260(b). If any portion of a constructive
ownership transaction was open in any prior
year, each partner’s tax liability must be
increased by the partner’s pro rata share of
interest due on any deferral of gain
recognition. See section 1260(b) for details,
including how to figure the interest.
14. Extraterritorial income exclusion. See
the instructions on page 13 for the
information and codes that are required to
be reported in box 9 of Schedule K-1.
15. Any income or gain reported on lines
1 through 4 of Schedule K that qualifies as
inversion gain, if the partnership is an
expatriated entity or is a partner in an
expatriated entity. For details, see section
7874. Attach a statement to Form 1065-B
-28-
that shows the amount of each type of
income or gain included in the inversion
gain. The partnership must report each
partner’s distributive share of the inversion
gain in box 9 of Schedule K-1 using Code P.
Attach a statement to Schedule K-1 that
shows the partner’s distributive share of the
amount of each type of income or gain
included in the inversion gain.
16. Commercial revitalization deduction
from rental real estate activities. Enter this
amount as Code Q in box 9 of Schedule
K-1. If the deduction is for a nonrental
building, it is deducted by the partnership on
line 23 of Form 1065-B. See the instructions
for line 23 on page 17.
17. For corporate partner’s only, enter the
following information in box 9 for purposes
of the interest deduction limitations under
section 163(j). Using Code R1, enter the
corporate partner’s distributive share of
interest income reported in Parts I and II of
the return. Using Code R2, enter the
corporate partner’s distributive share of
interest expense reported in Parts I and II of
the return.
18. Domestic production activities
deduction (codes S1, S2, and S3).
The partnership does not compute the
domestic production activities deduction, but
must provide its partners with the
information they need to compute the
deduction on Form 8903, Domestic
Production Activities Deduction. If the
partnership meets certain requirements
(explained below), it can choose to calculate
qualified production activities income (QPAI)
and Form W-2 wages (W-2 wages) at the
partnership level and report these amounts
on Schedule K-1 for its qualified partners
using codes S2 and S3. See QPAI and
Form W-2 wages computed at partnership
level, below, for details.
If the partnership does not compute
QPAI and W-2 wages at the partnership
level or it has partners that are required to
compute QPAI and W-2 wages at the
partner level, it must report on Schedule
K-1, using code S1, the partner’s distributive
share of the information listed under QPAI
and Form W-2 wages computed at partner
level, below.
QPAI and Form W-2 wages computed
at partner level (code S1). If the
partnership does not calculate QPAI and
W-2 wages at the partnership level, attach a
statement to Schedule K-1 providing each
partner’s distributive share of the following
information for code S1 of box 9.
• Domestic production gross receipts
(DPGR).
• Gross receipts from all sources.
• Cost of goods sold allocable to DPGR.
• Cost of goods sold from all sources.
• Total deductions, expenses, and
losses directly allocable to DPGR.
• Total deductions, expenses, and
losses directly allocable to a non-DPGR
class of income.
• Other deductions, expenses, and
losses not directly allocable to DPGR or
another class of income.
• W-2 wages property allocable to
DPGR.
• Any other information a partner needs
to use the section 861 method to allocate
and apportion cost of goods sold and
deductions between DPGR and other
receipts.
Page 29 of 36
Instructions for Form 1065-B
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The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
See Form 8903 and its instructions for more
details. If the partnership chooses to
compute QPAI and Form W-2 wages at the
partnership level, see the instructions below.
QPAI and Form W-2 wages computed
at partnership level (codes S2 and S3).
Eligible partnerships can choose to compute
QPAI and W-2 wages at the partnership
level and report each qualified partner’s
distributive share of QPAI (using code S2)
and W-2 wages (using code S3) on
Schedule K-1. See the special rules for
non-qualifying partners of an eligible section
861 partnership below.
Generally, the partnership must allocate
QPAI to its partners in the same proportion
as gross income and allocate W-2 wages in
the same proportion as wage expense. For
information on computing QPAI and W-2
wages at the partnership level, see Rev.
Proc. 2007-34, 2007-23 I.R.B. 1345,
available at www.irs.gov/pub/irs-irbs/
irb07-23.pdf, and the Instructions for Form
8903. See the eligibility requirements and
reporting rules for each type of eligible
partnership below. Qualifying in-kind
partnerships and expanded affiliated group
partnerships (defined in Temporary
Regulations section 1.199-3T(i)(7) and (8))
are not eligible to compute QPAI and W-2
wages at the partnership level.
a. Eligible section 861 partnership. An
eligible section 861 partnership is a
partnership that satisfies each of the
following requirements for its current tax
year.
i. It has at least 100 partners on any
day during the partnership’s tax year.
ii. At least 70% of the partnership is
owned, at all times during its tax year, by
qualifying partners. A qualifying partner is a
partner that, on each day during the
partnership’s tax year that the partner owns
an interest in the partnership: (a) is not a
general partner or a managing member of a
partnership organized as a limited liability
company, (b) does not materially participate
in the activities of the partnership, (c) does
not own, alone or combined with the
interests of all related persons, 5% or more
of the profits or capital interests in the
partnership, or (d) is not an ineligible
partnership (qualifying in-kind partnerships
and expanded affiliated group partnerships
defined in Temporary Regulations section
1.199-3T(i)(7) and (8)).
iii. It has DPGR.
An eligible section 861 partnership must
use the section 861 method of cost
allocation to figure QPAI and W-2 wages
(see the Instructions for Form 8903 for
details). The partnership cannot allocate
QPAI and W-2 wages computed at the
partnership level to non-qualifying partners
(qualifying partners are defined as part of
the definition of an eligible section 861
partnership above). Instead, it must attach a
statement to the Schedule K-1 for
non-qualifying partners that provides the
partner’s distributive share of the items
listed under QPAI and Form W-2 wages
computed at partner level (code S1) above.
The partnership items allocated to
non-qualifying partners must be excluded for
purposes of computing QPAI and W-2
wages at the partnership level.
b. Eligible widely-held pass-through
partnership. An eligible widely-held
pass-through partnership is a partnership
that satisfies each of the following
requirements for the current tax year.
i. It has average annual gross receipts
for the 3 tax years preceding the current tax
year of $100 million or less, or has total
assets at the end of the current tax year of
$10 million or less.
ii. It has total cost of goods sold and
deductions that, together, are $100 million
or less.
iii. It has DPGR.
iv. On every day during the current tax
year, all of its partners are individuals,
estates, or trusts (or treated as described) in
section 1361(c)(2).
v. On every day during the current tax
year, no partner owns, alone or combined
with the ownership interests of all related
persons, more than 10% of the profits or
capital interests in the partnership.
An eligible widely-held pass-through
partnership must use the simplified
deduction method of cost allocation to figure
QPAI and W-2 wages (see the Instructions
for Form 8903 for details).
c. Eligible small pass-through
partnership. An eligible small pass-through
partnership is a partnership that satisfies
each of the following requirements for the
current tax year.
i. The partnership satisfies one of the
following: (a) It has average annual gross
receipts for the 3 tax years preceding the
current tax year of $5 million or less, (b) it is
engaged in the trade or business of farming
and is not required to use the accrual
method of accounting, or (c) it is eligible to
use the cash method of accounting under
Rev. Proc. 2002-28 (that is, it has average
annual gross receipts of $10 million or less
and is not excluded from using the cash
method under section 448), which is on
page 815 of Internal Revenue Bulletin
2002-18 at www.irs.gov/pub/irs-irbs/
irb02-18.pdf.
ii. It has total costs of goods sold and
deductions that, together, are $5 million or
less.
iii. It has DPGR.
iv. It does not have a partner that is an
ineligible partnership (qualifying in-kind
partnerships and expanded affiliated group
partnerships defined in Temporary
Regulations section 1.199-3T(i)(7) and (8)).
An eligible small pass-through
partnership must use the small business
simplified overall method to figure QPAI and
28% Rate Gain Worksheet — Line 16
W-2 wages (see the Instructions for Form
8903 for details).
Note. If a partnership satisfies the
requirements for more than one type of
eligible partnership, it may choose any one
of the allocation methods for which it
qualified to figure QPAI and W-2 wages.
See Rev. Proc. 2007-34 for more
information on the eligibility requirements
and rules for computing QPAI and W-2
wages at the partnership level.
19. Compensation to partners deferred
under a section 409A nonqualified deferred
compensation plan that does not meet the
requirements of section 409A. Include in this
amount any earnings on these deferrals.
Enter this amount in box 9 of Schedule K-1
using Code T. This amount must also be
included on line 7 of Schedule K,
Guaranteed Payments to Partners. If the
section 409A deferred compensation was
part of a transaction in which the partner
was not acting as a member of the
partnership (under section 707(a)), report
the income and section 409A deferred
compensation information on Form
1099-MISC.
20. Other information (Code U). Use
Code U to report the following items.
• Recapture of credits. Report the
recapture of any credit (other than the
low-income housing credit or investment
credit) as a separately stated item. See the
instructions for line 26 on page 18 for
reporting the recapture of the low-income
housing credit and investment credit.
• Any information a partner that is a PTP
may need to determine if it meets the 90%
qualifying income test of section 7704(c)(2).
Partners are required to notify the
partnership of their status as a PTP.
• If the partnership participates in a
transaction that must be disclosed on Form
8886, both the partnership and its partners
may be required to file Form 8886. The
partnership must determine if any of its
partners are required to disclose the
transaction and provide those partners with
information they will need to file Form 8886.
This determination is based on the
category(s) under which a transaction
qualified for disclosure. See the instructions
for Form 8886 for details.
• Any other information a partner may
need to file his or her return that is not
shown elsewhere on Schedule K-1. Enter
this information on an attachment to
Schedule K-1.
Keep for Your Records
1.
Enter the total of all collectibles gain or (loss) from items reported on lines
5 through 8, column (f) of Schedule D (Form 1065-B). . . . . . . . . . . . . 1.
2.
If Schedule D, line 4, is a (loss), enter here. Otherwise, enter -0-. . . . . .
2.
3.
Combine lines 1 and 2. If zero or less, enter -0-. . . . . . . . . . . . . . . . .
3.
4.
Redetermine the amount on line 3 by taking into account 28% rate gain
and losses from passive loss limitation activities. Report the amount
allocated to interests held as a limited partner in box 9 of Schedule K-1
using Code D. Report amounts allocated to general partners using Codes
A3, B3, and C3, in box 9 of Schedule K-1. . . . . . . . . . . . . . . . . . . . . 4.
5.
Subtract line 4 from line 3. Report the amount to all partners in box 9 of
Schedule K-1 using Code E. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-29-
5.
Page 30 of 36
Instructions for Form 1065-B
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The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
Instructions for the
Unrecaptured Section 1250
Gain Worksheet
Lines 1 through 3. If the partnership had
more than one property described on line 1,
complete lines 1 through 3 for each property
on a separate worksheet. Enter the total of
the line 3 amounts for all properties on line 3
and go to line 4.
Line 4. The total unrecaptured section
1250 gain for an installment sale of property
held more than 1 year is figured for the year
of sale in a manner similar to that used to
figure line 3 of the worksheet. However, the
unrecaptured section 1250 gain must be
allocated to the installment payments
received from the sale. To do so, the
partnership generally must treat the gain
allocable to each installment payment as
unrecaptured section 1250 gain until all
such gain has been used in full. Figure the
unrecaptured section 1250 gain for
installment payments received during the
tax year as the smaller of (a) the amount
from line 26 or line 37 of Form 6252
(whichever applies) or (b) the total
unrecaptured section 1250 gain for the sale
reduced by all gain reported in prior years
(excluding section 1250 ordinary income
recapture). However, if the partnership
chose not to treat all of the gain from
payments received after May 6, 1997, and
before August 24, 1999, as unrecaptured
section 1250 gain, use only the amount the
partnership chose to treat as unrecaptured
section 1250 gain for those payments to
reduce the total unrecaptured section 1250
gain remaining to be reported for the sale.
Box 9 Codes (Schedule
K-1)
The following codes should be used to
describe the information located in box 9.
• Code A1 — General partner’s taxable
income (loss) from trade or business
activities.
• Code A2 — General partner’s net capital
gain (loss) from trade or business activities.
• Code A3 — General partner’s 28% rate
gain (loss) from trade or business activities.
• Code A4 — General partner’s general
credits from trade or business activities.
• Code A5 — General partner’s alternative
minimum tax adjustment from trade or
business activities.
• Code B1 — General partner’s taxable
income (loss) from rental real estate
activities.
• Code B2 — General partner’s net capital
gain (loss) from rental real estate activities
(for the entire year).
• Code B3 — General partner’s 28% rate
gain (loss) from rental real estate activities.
• Code B4 — General partner’s general
credits from rental real estate activities.
• Code B5 — General partner’s low-income
housing credit from rental real estate
activities.
• Code B6 — General partner’s
rehabilitation credit from rental real estate
activities.
• Code B7 — General partner’s alternative
minimum tax adjustment from rental real
estate activities.
• Code C1 — General partner’s taxable
income (loss) from other rental activities.
• Code C2 — General partner’s net capital
gain (loss) from other rental activities.
• Code C3 — General partner’s 28% rate
gain (loss) from other rental activities.
• Code C4 — General partner’s general
credits from other rental activities.
• Code C5 — General partner’s alternative
minimum tax adjustment from other rental
activities.
• Code D — Limited partner’s 28% rate gain
(loss) from passive activities.
• Code E — Limited partner’s 28% rate gain
(loss) from other activities.
Unrecaptured Section 1250 Gain Worksheet —Line 15
TIP
If any of the following apply, the partnership does not have to complete all of the worksheet. Instead, follow the
instructions below.
• Go to line 4 if the partnership’s only unrecaptured section 1250 gain is from an installment sale of trade or business property
held more than 1 year that the partnership is reporting on Form 6252.
• Go to line 5 if the partnership’s only unrecaptured section 1250 gain is from a Schedule K-1 reporting such gain from another
partnership.
• Go to line 10 if the partnership’s only unrecaptured section 1250 gain is from the sale or exchange of an interest in another
partnership.
• Go to line 11 if the partnership’s only unrecaptured section 1250 gain is from a Schedule K-1, Form 1099-DIV, or Form 2439
reporting such gain from an estate, trust, real estate investment trust, or regulated investment company (including a mutual
fund).
1. If the partnership had a section 1250 property in Part III of Form 4797 for which there was an entry
in Part I of Form 4797 (but not on Form 6252), enter the smaller of line 22 or line 24 of Form 4797
for that property. If the partnership had more than one such property, see instructions . . . . . . . . .
2. Enter the amount from Form 4797, line 26g, for the property for which the partnership made an
entry on line 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. Subtract line 2 from line 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4. Enter the total unrecaptured section 1250 gain included on line 26 or 37 of Form(s) 6252 from
installment sales of trade or business property held more than 1 year (see instructions) . . . . . . . .
5. Enter the total of any amounts reported to the partnership on Schedules K-1 from another
partnership as “unrecaptured section 1250 gain” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6. Add lines 3 through 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7. Enter the smaller of line 6 or the gain, if any, from Form 4797, line 7 . . . . . . . 7.
8. Enter the amount, if any, from Form 4797, line 8 . . . . . . . . . . . . . . . . . . . . . 8.
9. Subtract line 8 from line 7. If zero or less, enter -0- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10. Enter the gain from the sale or exchange of an interest in another partnership attributable to
unrecaptured section 1250 gain. See Regulations section 1.1(h)-1 and attach the statement
required under Regulations section 1.1(h)-1(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11. Enter the total of any amounts reported to the partnership on Schedule K-1, Form 1099-DIV, or
Form 2439 as “Unrecaptured section 1250 gain” from an estate, trust, real estate investment trust,
or mutual fund (or other regulated investment company) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Add lines 9 through 11. This is the partnership’s “unrecaptured section 1250 gain.” Report each
partner’s distributive share with Code N in box 9 of Schedule K-1 . . . . . . . . . . . . . . . . . . . . . . . .
-30-
1.
2.
3.
4.
5.
6.
9.
10.
11.
12.
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Instructions for Form 1065-B
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• Code F — Guaranteed payments.
• Code G — Income from discharge of
indebtedness.
• Code H — Tax-exempt interest income.
• Code I — Limited partner’s rehabilitation
credit from rental real estate activities.
• Code J1 — Net earnings (loss) from
self-employment.
• Code J2 — Gross nonfarm income.
• Code K1 — Name of foreign country or
U.S. possession.
• Code K2 — Gross income from all
sources.
• Code K3 — Gross income sourced at
partner level.
• Code K4(a) — Passive category foreign
source income.
• Code K4(b) — General category foreign
source income.
• Code K4(c) — Other category foreign
source income.
• Code K5 — Interest expense allocated
and apportioned at the partner level.
• Code K6 — Other expenses allocated and
apportioned at the partner level.
• Code K7(a) — Deductions allocated and
apportioned at partnership level to passive
category foreign source income.
• Code K7(b) — Deductions allocated and
apportioned at partnership level to general
category foreign source income.
• Code K7(c) — Deductions allocated and
apportioned at partnership level to the other
category of foreign source income.
• Code K8(a) — Total foreign taxes paid.
• Code K8(b) — Total foreign taxes accrued.
• Code K9 — Reduction in taxes available
for credit.
• Code L — Oil and gas activities.
• Code M1 — Other tax-exempt income.
• Code M2 — Nondeductible expenses.
• Code M3 — Unrelated business taxable
income.
• Code M4 — Health insurance.
• Code M5 — Distributions of money (cash
and marketable securities).
• Code M6 — Distributions of property other
than money.
• Code M7 — Gain eligible for section 1202
exclusion.
• Code M8 — Gain eligible for section 1045
rollover – stock replaced.
• Code M9 — Gain eligible for section 1045
rollover – stock not replaced.
• Code N — Unrecaptured section 1250
gain.
• Code O1 — Foreign trading gross
receipts.
• Code O2 — Extraterritorial income
exclusion.
• Code P — Inversion gain.
• Code Q — Commercial revitalization
deduction.
• Code R1 — Corporate partner’s interest
income.
• Code R2 — Corporate partner’s interest
expense.
• Code S1 — Domestic production activities
information.
• Code S2 — Qualified production activities
income.
• Code S3 — Employer’s W-2 wages.
• Code T — Section 409A nonqualified
deferred compensation.
• Code U — Other income.
Analysis of Net Income
(Loss)
For each type of partner shown, enter the
portion of the amount shown on line 1 that
was allocated to that type of partner. Report
all amounts for limited liability company
members on the line for limited partners.
The sum of the amounts shown on line 2
must equal the amount shown on line 1. In
addition, the amount on line 1 must equal
the amount on line 9, Schedule M-1. If the
partnership files Schedule M-3, the amount
on line 1 must equal the amount in column
(d) of line 26, Part II of Schedule M-3.
In classifying partners who are
individuals as “active” or “passive,” the
partnership should apply the rules below. In
applying these rules, a partnership should
classify each partner to the best of its
knowledge and belief. It is assumed that in
most cases the level of a particular partner’s
participation in an activity will be apparent.
1. If the partnership’s principal activity is
a trade or business, classify a general
partner as “active” if the partner materially
participated in all partnership trade or
business activities; otherwise, classify a
general partner as “passive.”
2. If the partnership’s principal activity
consists of a working interest in an oil or gas
well, classify a general partner as “active.”
3. If the partnership’s principal activity is
a rental real estate activity, classify a
general partner as “active” if the partner
actively participated in all of the
partnership’s rental real estate activities;
otherwise, classify a general partner as
“passive.”
4. Classify as “passive” all partners in a
partnership whose principal activity is a
rental activity other than a rental real estate
activity.
5. If the partnership’s principal activity is
a portfolio activity, classify all partners as
“active.”
6. Classify as “passive” all limited
partners and LLC members in a partnership
whose principal activity is a trade or
business or rental activity.
7. If the partnership cannot make a
reasonable determination whether a
partner’s participation in a trade or business
activity is material or whether a partner’s
participation in a rental real estate activity is
active, classify the partner as “passive.”
Schedule L. Balance
Sheets per Books
The balance sheets should agree with the
partnership’s books and records. Attach a
statement explaining any differences.
Partnerships reporting to the Interstate
Commerce Commission (ICC) or to any
national, state, municipal, or other public
officer can send copies of their balance
sheets prescribed by the ICC or national,
state, or municipal authorities, as of the
beginning and end of the tax year, instead of
completing Schedule L. However,
statements filed under this procedure must
contain sufficient information to enable the
-31-
IRS to reconstruct a balance sheet similar to
that contained on Form 1065-B without
contacting the partnership during
processing.
All amounts on the balance sheet should
be reported in U.S. dollars. If the
partnership’s books and records are kept in
a foreign currency, the balance sheet should
be translated in accordance with U.S.
generally accepted accounting principles
(GAAP).
Exception. If the partnership or any
qualified business unit of the partnership
uses the United States dollar approximate
separate transactions method, Schedule L
should reflect the tax balance sheet
prepared and translated into U.S. dollars
according to Regulations section 1.985-3(d),
and not a U.S. GAAP balance sheet.
Partnerships Required To File
Schedule M-3
For partnerships required to file Schedule
M-3, the amounts reported on Schedule L
must be the same as the amounts from
financial statements used to complete
Schedule M-3. If the partnership prepares
non-tax-basis financial statements,
Schedule M-3 and Schedule L must report
non-tax-basis financial statement amounts.
If the partnership does not prepare
non-tax-basis financial statements,
Schedule L must be based on the
partnership’s books and records and may
show tax-basis balance sheet amounts if the
partnership books and records reflect only
tax-basis amounts.
Line 5. Tax-Exempt Securities
Include on this line:
1. State and local government
obligations, the interest on which is
excludable from gross income under section
103(a) and
2. Stock in a mutual fund or other
regulated investment company that
distributed exempt-interest dividends during
the tax year of the partnership.
Line 14. Total Assets
Generally, total assets at the beginning of
the year (Schedule L, line 14, column (b)),
must equal total assets at the close of the
prior tax year (Schedule L, line 14, column
(d)). If total assets at the beginning of the
year do not equal total assets at the close of
the prior year, attach a statement explaining
the difference.
For purposes of measuring total assets
at the end of the year, the partnership’s
assets may not be netted against or reduced
by partnership liabilities. In addition, asset
amounts may not be reported as a negative
number. If the partnership has an interest in
another partnership and uses a tax-basis
method for Schedule L, it must show as an
asset the adjusted basis of its interest in the
other partnership and separately show as a
liability its share of the other partnership’s
liabilities (which are included in the
computation of its adjusted basis). See the
Partner’s Instructions for Schedule K-1
(Form 1065-B) for details on how to figure
the adjusted basis of a partnership interest.
If Schedule L is non-tax-basis, investment in
a partnership may be shown as appropriate
under the non-tax-basis accounting method
of the partnership including, if required by
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Instructions for Form 1065-B
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the non-tax-basis accounting method of the
partnership, the equity method of accounting
for investments, but must be shown as a
non-negative amount.
Example. Partnership A prepares a
tax-basis Schedule L and is a general
partner in Partnership B, a general
partnership. Partnership A’s adjusted basis
in Partnership B at the end of the tax year is
$16 million. Partnership A’s share of
Partnership B’s liabilities is $20 million,
which is included in the $16 million adjusted
basis amount. On its Schedule L,
Partnership A must report $16 million on line
8 as the amount of its investment asset in
Partnership B and report on line 20 its $20
million share of Partnership B’s liabilities.
These amounts cannot be netted on
Schedule L.
Line 18. All Nonrecourse Loans
Nonrecourse loans are those liabilities of the
partnership for which no partner bears the
economic risk of loss. If the partnership’s
nonrecourse liabilities include its share of
the liabilities of another partnership, the
partnership’s share of those liabilities must
be reflected on line 18.
Line 20. Other Liabilities
Line 3. Guaranteed Payments
Include on this line guaranteed payments
shown on Schedule K, line 7.
Line 4b. Travel and
Entertainment
Include on this line the following.
• Meal and entertainment expenses not
deductible under section 274(n).
• Expenses for the use of an entertainment
facility.
• The part of business gifts over $25.
• Expenses of an individual allocable to
conventions on cruise ships over $2,000.
• Employee achievement awards over
$400.
• The part of the cost of entertainment
tickets that exceeds face value (also subject
to 50% limit).
• The part of the cost of skyboxes that
exceeds the face value of nonluxury box
seat tickets.
• The part of the cost of luxury water travel
expenses not deductible under section
274(m).
• Expenses for travel as a form of
education.
• Nondeductible club dues.
• Other travel and entertainment expenses
not allowed as a deduction.
A partnership that is a partner in a tiered
partnership must include as a liability on line
20 the partner’s share of the tiered
partnership’s liabilities to the extent they are
recourse liabilities to the partner.
Schedule M-2. Analysis of
Partners’ Capital Accounts
Show what caused the changes during the
tax year in the partners’ capital accounts as
reflected on the partnership’s books and
records.
The partnership may use tax-basis
amount or apply the rules in Regulations
section 1.704-1(b)(2)(iv) to determine the
partners’ capital accounts in Schedule M-2.
If the beginning and ending capital accounts
reported under these rules differ from the
amounts reported on Schedule L, attach a
statement reconciling any differences.
Line 2. Capital Contributed
During Year
Include on line 2a the amount of money
contributed and on line 2b the amount of
property contributed by each partner to the
partnership as reflected on the partnership’s
books and records.
Line 3. Net Income (Loss) per
Books
Enter on line 3 the net income (loss) shown
on the partnership books from Schedule
M-1, line 1 (or Schedule M-3, Part I, line 11).
Line 6. Distributions
Line 6a. Cash. Enter on line 6a the
amount of money distributed to each partner
by the partnership.
Line 6b. Property. Enter on line 6b the
amount of property distributed to each
partner by the partnership as reflected on
the partnership’s books and records. Include
withdrawals from inventory for the personal
use of a partner.
Schedule M-1.
Reconciliation of Income
(Loss) per Books With
Income (Loss) per Return
Note. Schedule M-3 may be required
instead of Schedule M-1. See Item J.
Schedule M-3 earlier. See the Instructions
for Schedule M-3 for more information.
Line 2
Report on this line income included on
Schedule K, lines 1c, 1d, 2, 3, 4a, 4b, and 8
not recorded on the partnership’s books this
year. Describe each such item of income.
Attach a statement if necessary.
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. 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 amount of tax. Section 6109 requires return preparers to
provide their identifying numbers on the return.
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 information are confidential, as required by section 6103.
The time needed to complete and file this form and related schedules will vary depending on individual circumstances. The estimated average times are:
Form
Form 1065-B
Schedule D (Form 1065-B)
Schedule K-1 (Form 1065-B)
Schedule L (Form 1065-B)
Schedule M-1 (Form 1065-B)
Schedule M-2 (Form 1065-B)
Recordkeeping
Learning
about the law
or the form
Preparing
the form
Copying, assembling, and
sending the form to the IRS
52 hr., 24 min.
14 hr., 6 min.
9 hr., 34 min.
15 hr., 46 min.
3 hr., 21 min.
3 hr., 6 min.
23 hr., 51 min.
2 hr., 40 min.
7 hr., 43 min.
12 min.
12 min.
6 min.
35 hr., 2 min.
3 hr., 1 min.
11 hr., 57 min.
27 min.
15 min.
9 min.
2 hr., 40 min.
1 hr., 4 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 write to the
Internal Revenue Service, Tax Products Coordinating Committee, SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, IR-6256, Washington, DC 20224. Do not send the tax form to
this address. Instead, see Where To File on page 3.
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Instructions for Form 1065-B
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Codes for Principal Business
Activity and Principal Product
or Service
This list of Principal Business Activities and their
associated codes is designed to classify an
enterprise by the type of activity in which it is
engaged to facilitate the administration of the
Internal Revenue Code. These Principal Business
Activity Codes are based on the North American
Industry Classification System.
Code
Agriculture, Forestry, Fishing
and Hunting
Crop Production
111100 Oilseed & Grain Farming
111210 Vegetable & Melon Farming
(including potatoes & yams)
111300 Fruit & Tree Nut Farming
111400 Greenhouse, Nursery, &
Floriculture Production
111900 Other Crop Farming
(including tobacco, cotton,
sugarcane, hay, peanut,
sugar beet & all other crop
farming)
Animal Production
112111 Beef Cattle Ranching &
Farming
112112 Cattle Feedlots
112120 Dairy Cattle & Milk
Production
112210 Hog & Pig Farming
112300 Poultry & Egg Production
112400 Sheep & Goat Farming
112510 Aquaculture (including
shellfish & finfish farms &
hatcheries)
112900 Other Animal Production
Forestry and Logging
113110 Timber Tract Operations
113210 Forest Nurseries & Gathering
of Forest Products
113310 Logging
Fishing, Hunting and Trapping
114110 Fishing
114210 Hunting & Trapping
Support Activities for Agriculture
and Forestry
115110 Support Activities for Crop
Production (including cotton
ginning, soil preparation,
planting, & cultivating)
115210 Support Activities for Animal
Production
115310 Support Activities For
Forestry
Mining
211110
212110
212200
212310
212320
Oil & Gas Extraction
Coal Mining
Metal Ore Mining
Stone Mining & Quarrying
Sand, Gravel, Clay, &
Ceramic & Refractory
Minerals Mining & Quarrying
212390 Other Nonmetallic Mineral
Mining & Quarrying
213110 Support Activities for Mining
Utilities
221100 Electric Power Generation,
Transmission & Distribution
221210 Natural Gas Distribution
221300 Water, Sewage & Other
Systems
221500 Combination Gas & Electric
Construction
Construction of Buildings
236110 Residential Building
Construction
236200 Nonresidential Building
Construction
Using the list of activities and codes below,
determine from which activity the business derives
the largest percentage of its “total receipts.” Total
receipts is defined as the sum of gross receipts or
sales (Part I, line 1a); all other income from Part I,
lines 5, 6, 7, 9, and 10; Part II, lines 1, 2a, 3, and 5;
income or net gain from Schedule D, lines 4 and 9;
and income or net gain reported on Form 8825, lines
2, 19, and 20a. If the business purchases raw
materials and supplies them to a subcontractor to
Code
Heavy and Civil Engineering
Construction
237100 Utility System Construction
237210 Land Subdivision
237310 Highway, Street, & Bridge
Construction
237990 Other Heavy & Civil
Engineering Construction
Specialty Trade Contractors
238100 Foundation, Structure, &
Building Exterior Contractors
(including framing carpentry,
masonry, glass, roofing, &
siding)
238210 Electrical Contractors
238220 Plumbing, Heating, &
Air-Conditioning Contractors
238290 Other Building Equipment
Contractors
238300 Building Finishing
Contractors (including
drywall, insulation, painting,
wallcovering, flooring, tile, &
finish carpentry)
238900 Other Specialty Trade
Contractors (including site
preparation)
Manufacturing
Food Manufacturing
311110 Animal Food Mfg
311200 Grain & Oilseed Milling
311300 Sugar & Confectionery
Product Mfg
311400 Fruit & Vegetable Preserving
& Specialty Food Mfg
311500 Dairy Product Mfg
311610 Animal Slaughtering and
Processing
311710 Seafood Product Preparation
& Packaging
311800 Bakeries & Tortilla Mfg
311900 Other Food Mfg (including
coffee, tea, flavorings &
seasonings)
Beverage and Tobacco Product
Manufacturing
312110 Soft Drink & Ice Mfg
312120 Breweries
312130 Wineries
312140 Distilleries
312200 Tobacco Manufacturing
Textile Mills and Textile Product
Mills
313000 Textile Mills
314000 Textile Product Mills
Apparel Manufacturing
315100 Apparel Knitting Mills
315210 Cut & Sew Apparel
Contractors
315220 Men’s & Boys’ Cut & Sew
Apparel Mfg
315230 Women’s & Girls’ Cut & Sew
Apparel Mfg
315290 Other Cut & Sew Apparel Mfg
315990 Apparel Accessories & Other
Apparel Mfg
Leather and Allied Product
Manufacturing
316110 Leather & Hide Tanning &
Finishing
316210 Footwear Mfg (including
rubber & plastics)
316990 Other Leather & Allied
Product Mfg
produce the finished product, but retains title to the
product, the business is considered a manufacturer
and must use one of the manufacturing codes
(311110 – 339900).
Once the Principal Business Activity is
determined, enter the six-digit code from the list
below on page 1, item C. Also enter a brief
description of the business activity in item A and the
principal product or service of the business in item B.
Code
Wood Product Manufacturing
321110 Sawmills & Wood
Preservation
321210 Veneer, Plywood, &
Engineered Wood Product
Mfg
321900 Other Wood Product Mfg
Paper Manufacturing
322100 Pulp, Paper, & Paperboard
Mills
322200 Converted Paper Product Mfg
Printing and Related Support
Activities
323100 Printing & Related Support
Activities
Petroleum and Coal Products
Manufacturing
324110 Petroleum Refineries
(including integrated)
324120 Asphalt Paving, Roofing, &
Saturated Materials Mfg
324190 Other Petroleum & Coal
Products Mfg
Chemical Manufacturing
325100 Basic Chemical Mfg
325200 Resin, Synthetic Rubber, &
Artificial & Synthetic Fibers &
Filaments Mfg
325300 Pesticide, Fertilizer, & Other
Agricultural Chemical Mfg
325410 Pharmaceutical & Medicine
Mfg
325500 Paint, Coating, & Adhesive
Mfg
325600 Soap, Cleaning Compound, &
Toilet Preparation Mfg
325900 Other Chemical Product &
Preparation Mfg
Plastics and Rubber Products
Manufacturing
326100 Plastics Product Mfg
326200 Rubber Product Mfg
Nonmetallic Mineral Product
Manufacturing
327100 Clay Product & Refractory
Mfg
327210 Glass & Glass Product Mfg
327300 Cement & Concrete Product
Mfg
327400 Lime & Gypsum Product Mfg
327900 Other Nonmetallic Mineral
Product Mfg
Primary Metal Manufacturing
331110 Iron & Steel Mills & Ferroalloy
Mfg
331200 Steel Product Mfg from
Purchased Steel
331310 Alumina & Aluminum
Production & Processing
331400 Nonferrous Metal (except
Aluminum) Production &
Processing
331500 Foundries
Fabricated Metal Product
Manufacturing
332110 Forging & Stamping
332210 Cutlery & Handtool Mfg
332300 Architectural & Structural
Metals Mfg
332400 Boiler, Tank, & Shipping
Container Mfg
332510 Hardware Mfg
332610 Spring & Wire Product Mfg
332700 Machine Shops; Turned
Product; & Screw, Nut, & Bolt
Mfg
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Code
332810 Coating, Engraving, Heat
Treating, & Allied Activities
332900 Other Fabricated Metal
Product Mfg
Machinery Manufacturing
333100 Agriculture, Construction, &
Mining Machinery Mfg
333200 Industrial Machinery Mfg
333310 Commercial & Service
Industry Machinery Mfg
333410 Ventilation, Heating,
Air-Conditioning, &
Commercial Refrigeration
Equipment Mfg
333510 Metalworking Machinery Mfg
333610 Engine, Turbine & Power
Transmission Equipment Mfg
333900 Other General Purpose
Machinery Mfg
Computer and Electronic Product
Manufacturing
334110 Computer & Peripheral
Equipment Mfg
334200 Communications Equipment
Mfg
334310 Audio & Video Equipment
Mfg
334410 Semiconductor & Other
Electronic Component Mfg
334500 Navigational, Measuring,
Electromedical, & Control
Instruments Mfg
334610 Manufacturing &
Reproducing Magnetic &
Optical Media
Electrical Equipment, Appliance, and
Component Manufacturing
335100 Electric Lighting Equipment
Mfg
335200 Household Appliance Mfg
335310 Electrical Equipment Mfg
335900 Other Electrical Equipment &
Component Mfg
Transportation Equipment
Manufacturing
336100 Motor Vehicle Mfg
336210 Motor Vehicle Body & Trailer
Mfg
336300 Motor Vehicle Parts Mfg
336410 Aerospace Product & Parts
Mfg
336510 Railroad Rolling Stock Mfg
336610 Ship & Boat Building
336990 Other Transportation
Equipment Mfg
Furniture and Related Product
Manufacturing
337000 Furniture & Related Product
Manufacturing
Miscellaneous Manufacturing
339110 Medical Equipment &
Supplies Mfg
339900 Other Miscellaneous
Manufacturing
Wholesale Trade
Merchant Wholesalers, Durable
Goods
423100 Motor Vehicle & Motor
Vehicle Parts & Supplies
423200 Furniture & Home
Furnishings
423300 Lumber & Other Construction
Materials
Page 34 of 36
Instructions for Form 1065-B
7:50 - 11-DEC-2007
The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
Codes for Principal Business Activity and Principal Product or Service (continued)
Code
423400 Professional & Commercial
Equipment & Supplies
423500 Metal & Mineral (except
Petroleum)
423600 Electrical & Electronic Goods
423700 Hardware, & Plumbing &
Heating Equipment &
Supplies
423800 Machinery, Equipment, &
Supplies
423910 Sporting & Recreational
Goods & Supplies
423920 Toy & Hobby Goods &
Supplies
423930 Recyclable Materials
423940 Jewelry, Watch, Precious
Stone, & Precious Metals
423990 Other Miscellaneous Durable
Goods
Merchant Wholesalers, Nondurable
Goods
424100 Paper & Paper Products
424210 Drugs & Druggists’ Sundries
424300 Apparel, Piece Goods, &
Notions
424400 Grocery & Related Products
424500 Farm Product Raw Materials
424600 Chemical & Allied Products
424700 Petroleum & Petroleum
Products
424800 Beer, Wine, & Distilled
Alcoholic Beverages
424910 Farm Supplies
424920 Book, Periodical, &
Newspapers
424930 Flower, Nursery Stock, &
Florists’ Supplies
424940 Tobacco & Tobacco Products
424950 Paint, Varnish, & Supplies
424990 Other Miscellaneous
Nondurable Goods
Wholesale Electronic Markets and
Agents and Brokers
425110 Business to Business
Electronic Markets
425120 Wholesale Trade Agents &
Brokers
Retail Trade
Motor Vehicle and Parts Dealers
441110 New Car Dealers
441120 Used Car Dealers
441210 Recreational Vehicle Dealers
441221 Motorcycle Dealers
441222 Boat Dealers
441229 All Other Motor Vehicle
Dealers
441300 Automotive Parts,
Accessories, & Tire Stores
Furniture and Home Furnishings
Stores
442110 Furniture Stores
442210 Floor Covering Stores
442291 Window Treatment Stores
442299 All Other Home Furnishings
Stores
Electronics and Appliance Stores
443111 Household Appliance Stores
443112 Radio, Television, & Other
Electronics Stores
443120 Computer & Software Stores
443130 Camera & Photographic
Supplies Stores
Building Material and Garden
Equipment and Supplies Dealers
444110 Home Centers
444120 Paint & Wallpaper Stores
444130 Hardware Stores
444190 Other Building Material
Dealers
444200 Lawn & Garden Equipment &
Supplies Stores
Food and Beverage Stores
445110 Supermarkets and Other
Grocery (except
Convenience) Stores
Code
445120
445210
445220
445230
445291
445292
445299
Convenience Stores
Meat Markets
Fish & Seafood Markets
Fruit & Vegetable Markets
Baked Goods Stores
Confectionery & Nut Stores
All Other Specialty Food
Stores
445310 Beer, Wine, & Liquor Stores
Health and Personal Care Stores
446110 Pharmacies & Drug Stores
446120 Cosmetics, Beauty Supplies,
& Perfume Stores
446130 Optical Goods Stores
446190 Other Health & Personal
Care Stores
Gasoline Stations
447100 Gasoline Stations (including
convenience stores with gas)
Clothing and Clothing Accessories
Stores
448110 Men’s Clothing Stores
448120 Women’s Clothing Stores
448130 Children’s & Infants’ Clothing
Stores
448140 Family Clothing Stores
448150 Clothing Accessories Stores
448190 Other Clothing Stores
448210 Shoe Stores
448310 Jewelry Stores
448320 Luggage & Leather Goods
Stores
Sporting Goods, Hobby, Book, and
Music Stores
451110 Sporting Goods Stores
451120 Hobby, Toy, & Game Stores
451130 Sewing, Needlework, & Piece
Goods Stores
451140 Musical Instrument &
Supplies Stores
451211 Book Stores
451212 News Dealers & Newsstands
451220 Prerecorded Tape, Compact
Disc, & Record Stores
General Merchandise Stores
452110 Department Stores
452900 Other General Merchandise
Stores
Miscellaneous Store Retailers
453110 Florists
453210 Office Supplies & Stationery
Stores
453220 Gift, Novelty, & Souvenir
Stores
453310 Used Merchandise Stores
453910 Pet & Pet Supplies Stores
453920 Art Dealers
453930 Manufactured (Mobile) Home
Dealers
453990 All Other Miscellaneous Store
Retailers (including tobacco,
candle, & trophy shops)
Nonstore Retailers
454110 Electronic Shopping &
Mail-Order Houses
454210 Vending Machine Operators
454311 Heating Oil Dealers
454312 Liquefied Petroleum Gas
(Bottled Gas) Dealers
454319 Other Fuel Dealers
454390 Other Direct Selling
Establishments (including
door-to-door retailing, frozen
food plan providers, party
plan merchandisers, &
coffee-break service
providers)
Transportation and
Warehousing
Air, Rail, and Water Transportation
481000 Air Transportation
482110 Rail Transportation
483000 Water Transportation
Code
Truck Transportation
484110 General Freight Trucking,
Local
484120 General Freight Trucking,
Long-distance
484200 Specialized Freight Trucking
Transit and Ground Passenger
Transportation
485110 Urban Transit Systems
485210 Interurban & Rural Bus
Transportation
485310 Taxi Service
485320 Limousine Service
485410 School & Employee Bus
Transportation
485510 Charter Bus Industry
485990 Other Transit & Ground
Passenger Transportation
Pipeline Transportation
486000 Pipeline Transportation
Scenic & Sightseeing Transportation
487000 Scenic & Sightseeing
Transportation
Support Activities for Transportation
488100 Support Activities for Air
Transportation
488210 Support Activities for Rail
Transportation
488300 Support Activities for Water
Transportation
488410 Motor Vehicle Towing
488490 Other Support Activities for
Road Transportation
488510 Freight Transportation
Arrangement
488990 Other Support Activities for
Transportation
Couriers and Messengers
492110 Couriers
492210 Local Messengers & Local
Delivery
Warehousing and Storage
493100 Warehousing & Storage
(except lessors of
miniwarehouses &
self-storage units)
Information
Publishing Industries (except
Internet)
511110 Newspaper Publishers
511120 Periodical Publishers
511130 Book Publishers
511140 Directory & Mailing List
Publishers
511190 Other Publishers
511210 Software Publishers
Motion Picture and Sound
Recording Industries
512100 Motion Picture & Video
Industries (except video
rental)
512200 Sound Recording Industries
Broadcasting (except Internet)
515100 Radio & Television
Broadcasting
515210 Cable & Other Subscription
Programming
Telecommunications
517000 Telecommunications
(including paging, cellular,
satellite, cable & other
program distribution,
resellers, & other
telecommunications, &
internet service providers)
Data Processing Services
518210 Data Processing, Hosting, &
Related Services
Other Information Services
519100 Other Information Services
(including news syndicates,
libraries, internet publishing &
broadcasting)
-34-
Code
Finance and Insurance
Depository Credit Intermediation
522110 Commercial Banking
522120 Savings Institutions
522130 Credit Unions
522190 Other Depository Credit
Intermediation
Nondepository Credit Intermediation
522210 Credit Card Issuing
522220 Sales Financing
522291 Consumer Lending
522292 Real Estate Credit (including
mortgage bankers &
originators)
522293 International Trade Financing
522294 Secondary Market Financing
522298 All Other Nondepository
Credit Intermediation
Activities Related to Credit
Intermediation
522300 Activities Related to Credit
Intermediation (including loan
brokers, check clearing, &
money transmitting)
Securities, Commodity Contracts,
and Other Financial Investments and
Related Activities
523110 Investment Banking &
Securities Dealing
523120 Securities Brokerage
523130 Commodity Contracts
Dealing
523140 Commodity Contracts
Brokerage
523210 Securities & Commodity
Exchanges
523900 Other Financial Investment
Activities (including portfolio
management & investment
advice)
Insurance Carriers and Related
Activities
524140 Direct Life, Health, & Medical
Insurance & Reinsurance
Carriers
524150 Direct Insurance &
Reinsurance (except Life,
Health & Medical) Carriers
524210 Insurance Agencies &
Brokerages
524290 Other Insurance Related
Activities (including
third-party administration of
insurance and pension funds)
Funds, Trusts, and Other Financial
Vehicles
525100 Insurance & Employee
Benefit Funds
525910 Open-End Investment Funds
(Form 1120-RIC)
525920 Trusts, Estates, & Agency
Accounts
525990 Other Financial Vehicles
(including mortgage REITs
closed-end investment funds)
“Offices of Bank Holding Companies”
and “Offices of Other Holding
Companies” are located under
Management of Companies (Holding
Companies) below.
Real Estate and Rental and
Leasing
Real Estate
531110 Lessors of Residential
Buildings & Dwellings
(including equity REITs)
531114 Cooperative Housing
(including equity REITs)
531120 Lessors of Nonresidential
Buildings (except
Miniwarehouses) (including
equity REITs)
531130 Lessors of Miniwarehouses &
Self-Storage Units (including
equity REITs)
Page 35 of 36
Instructions for Form 1065-B
7:50 - 11-DEC-2007
The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
Codes for Principal Business Activity and Principal Product or Service (continued)
Code
531190 Lessors of Other Real Estate
Property (including equity
REITs)
531210 Offices of Real Estate Agents
& Brokers
531310 Real Estate Property
Managers
531320 Offices of Real Estate
Appraisers
531390 Other Activities Related to
Real Estate
Rental and Leasing Services
532100 Automotive Equipment Rental
& Leasing
532210 Consumer Electronics &
Appliances Rental
532220 Formal Wear & Costume
Rental
532230 Video Tape & Disc Rental
532290 Other Consumer Goods
Rental
532310 General Rental Centers
532400 Commercial & Industrial
Machinery & Equipment
Rental & Leasing
Lessors of Nonfinancial Intangible
Assets (except copyrighted works)
533110 Lessors of Nonfinancial
Intangible Assets (except
copyrighted works)
Professional, Scientific, and
Technical Services
Legal Services
541110 Offices of Lawyers
541190 Other Legal Services
Accounting, Tax Preparation,
Bookkeeping, and Payroll Services
541211 Offices of Certified Public
Accountants
541213 Tax Preparation Services
541214 Payroll Services
541219 Other Accounting Services
Architectural, Engineering, and
Related Services
541310 Architectural Services
541320 Landscape Architecture
Services
541330 Engineering Services
541340 Drafting Services
541350 Building Inspection Services
541360 Geophysical Surveying &
Mapping Services
541370 Surveying & Mapping (except
Geophysical) Services
541380 Testing Laboratories
Specialized Design Services
541400 Specialized Design Services
(including interior, industrial,
graphic, & fashion design)
Computer Systems Design and
Related Services
541511 Custom Computer
Programming Services
541512 Computer Systems Design
Services
541513 Computer Facilities
Management Services
541519 Other Computer Related
Services
Other Professional, Scientific, and
Technical Services
541600 Management, Scientific, &
Technical Consulting
Services
541700 Scientific Research &
Development Services
541800 Advertising & Related
Services
541910 Marketing Research & Public
Opinion Polling
Code
541920 Photographic Services
541930 Translation & Interpretation
Services
541940 Veterinary Services
541990 All Other Professional,
Scientific, & Technical
Services
Management of Companies
(Holding Companies)
551111 Offices of Bank Holding
Companies
551112 Offices of Other Holding
Companies
Administrative and Support
and Waste Management and
Remediation Services
Administrative and Support Services
561110 Office Administrative
Services
561210 Facilities Support Services
561300 Employment Services
561410 Document Preparation
Services
561420 Telephone Call Centers
561430 Business Service Centers
(including private mail centers
& copy shops)
561440 Collection Agencies
561450 Credit Bureaus
561490 Other Business Support
Services (including
repossession services, court
reporting, & stenotype
services)
561500 Travel Arrangement &
Reservation Services
561600 Investigation & Security
Services
561710 Exterminating & Pest Control
Services
561720 Janitorial Services
561730 Landscaping Services
561740 Carpet & Upholstery Cleaning
Services
561790 Other Services to Buildings &
Dwellings
561900 Other Support Services
(including packaging &
labeling services, &
convention & trade show
organizers)
Waste Management and
Remediation Services
562000 Waste Management &
Remediation Services
Educational Services
611000 Educational Services
(including schools, colleges,
& universities)
Health Care and Social
Assistance
Offices of Physicians and Dentists
621111 Offices of Physicians (except
mental health specialists)
621112 Offices of Physicians, Mental
Health Specialists
621210 Offices of Dentists
Offices of Other Health Practitioners
621310 Offices of Chiropractors
621320 Offices of Optometrists
621330 Offices of Mental Health
Practitioners (except
Physicians)
621340 Offices of Physical,
Occupational & Speech
Therapists, & Audiologists
Code
621391 Offices of Podiatrists
621399 Offices of All Other
Miscellaneous Health
Practitioners
Outpatient Care Centers
621410 Family Planning Centers
621420 Outpatient Mental Health &
Substance Abuse Centers
621491 HMO Medical Centers
621492 Kidney Dialysis Centers
621493 Freestanding Ambulatory
Surgical & Emergency
Centers
621498 All Other Outpatient Care
Centers
Medical and Diagnostic Laboratories
621510 Medical & Diagnostic
Laboratories
Home Health Care Services
621610 Home Health Care Services
Other Ambulatory Health Care
Services
621900 Other Ambulatory Health
Care Services (including
ambulance services & blood
& organ banks)
Hospitals
622000 Hospitals
Nursing and Residential Care
Facilities
623000 Nursing & Residential Care
Facilities
Social Assistance
624100 Individual & Family Services
624200 Community Food & Housing,
& Emergency & Other Relief
Services
624310 Vocational Rehabilitation
Services
624410 Child Day Care Services
Arts, Entertainment, and
Recreation
Performing Arts, Spectator Sports,
and Related Industries
711100 Performing Arts Companies
711210 Spectator Sports (including
sports clubs & racetracks)
711300 Promoters of Performing Arts,
Sports, & Similar Events
711410 Agents & Managers for
Artists, Athletes, Entertainers,
& Other Public Figures
711510 Independent Artists, Writers,
& Performers
Museums, Historical Sites, and
Similar Institutions
712100 Museums, Historical Sites, &
Similar Institutions
Amusement, Gambling, and
Recreation Industries
713100 Amusement Parks & Arcades
713200 Gambling Industries
713900 Other Amusement &
Recreation Industries
(including golf courses, skiing
facilities, marinas, fitness
centers, & bowling centers)
Accommodation and Food
Services
Accommodation
721110 Hotels (except Casino Hotels)
& Motels
-35-
Code
721120 Casino Hotels
721191 Bed & Breakfast Inns
721199 All Other Traveler
Accommodation
721210 RV (Recreational Vehicle)
Parks & Recreational Camps
721310 Rooming & Boarding Houses
Food Services and Drinking Places
722110 Full-Service Restaurants
722210 Limited-Service Eating
Places
722300 Special Food Services
(including food service
contractors & caterers)
722410 Drinking Places (Alcoholic
Beverages)
Other Services
Repair and Maintenance
811110 Automotive Mechanical &
Electrical Repair &
Maintenance
811120 Automotive Body, Paint,
Interior, & Glass Repair
811190 Other Automotive Repair &
Maintenance (including oil
change & lubrication shops &
car washes)
811210 Electronic & Precision
Equipment Repair &
Maintenance
811310 Commercial & Industrial
Machinery & Equipment
(except Automotive &
Electronic) Repair &
Maintenance
811410 Home & Garden Equipment &
Appliance Repair &
Maintenance
811420 Reupholstery & Furniture
Repair
811430 Footwear & Leather Goods
Repair
811490 Other Personal & Household
Goods Repair & Maintenance
Personal and Laundry Services
812111 Barber Shops
812112 Beauty Salon’s
812113 Nail Salons
812190 Other Personal Care
Services (including diet &
weight reducing centers)
812210 Funeral Homes & Funeral
Services
812220 Cemeteries & Crematories
812310 Coin-Operated Laundries &
Drycleaners
812320 Drycleaning & Laundry
Services (except
Coin-Operated)
812330 Linen & Uniform Supply
812910 Pet Care (except Veterinary)
Services
812920 Photofinishing
812930 Parking Lots & Garages
812990 All Other Personal Services
Religious, Grantmaking, Civic,
Professional, and Similar
Organizations
813000 Religious, Grantmaking,
Civic, Professional, & Similiar
Organizations (including
condominium and
homeowners associations)
Page 36 of 36
Instructions for Form 1065-B
7:50 - 11-DEC-2007
The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
Index
A
Accounting Methods . . . . . . . . . 4
Accrual method . . . . . . . . . . . . 4
Change in accounting
method . . . . . . . . . . . . . . . . . . 4
Mark-to-Market Accounting
Method . . . . . . . . . . . . . . . . . . 4
Dealers in commodities,
and traders in securities
and commodities . . . . . . 4
Accounting Periods . . . . . . . . . . 4
Activities of Electing Large
Partnerships (ELPs) . . . . . . . 9
Administrative Adjustment
Requests:
Form 8082 . . . . . . . . . . . . . . . . . 5
Analysis of Net Income
(Loss) . . . . . . . . . . . . . . . . . . . . 31
Assembling the Return . . . . . . . 7
At-risk activities . . . . . . . . . . . . . 24
Membership dues . . . . . . 17
Travel . . . . . . . . . . . . . . . . . . 17
Taxes and Licenses . . . . . . . 15
Definitions . . . . . . . . . . . . . . . . . . . 2
Depreciation . . . . . . . . . . . . . . . . 16
Discharge of
Indebtedness . . . . . . . . . . . . . 25
Dispositions of Contributed
Property . . . . . . . . . . . . . . . . . . . 9
Distributions . . . . . . . . . . . . . . . . 32
B
Business Start-up
Expenses . . . . . . . . . . . . . . . . . 14
F
Foreign Accounts . . . . . . . . . . . 20
Foreign Disregarded
Entity . . . . . . . . . . . . . . . . . . . . . 20
Foreign Partners . . . . . . . . . . . . 20
Foreign Partnership . . . . . . . . . . 2
Foreign Tax Credit . . . . . . . . . . 26
Forms and Publications, How to
Get . . . . . . . . . . . . . . . . . . . . . . . . 2
C
Capital Assets . . . . . . . . . . . . . . 20
Capital Gains and
Losses . . . . . . . . . . . . . . . . . . . 20
Charitable Contributions . . . . . 18
Codes:
Principal Business
Activity . . . . . . . . . . . . . . . . . 33
Schedule K-1, Box 9 . . . . . . 30
Contributions to the
Partnership . . . . . . . . . . . . . . . . 9
Cost of Goods Sold . . . . . . . . . 19
Inventory . . . . . . . . . . . . . . . . . 19
Other Costs . . . . . . . . . . . . . . 19
Purchases . . . . . . . . . . . . . . . . 19
D
Deductions . . . . . . . . . . . . . . . . . 14
Bad Debts . . . . . . . . . . . . . . . . 15
Depletion . . . . . . . . . . . . . . . . . 16
Depreciation . . . . . . . . . . . . . . 16
Employee Benefit
Programs . . . . . . . . . . . . . . 16
Guaranteed Payments to
Partners . . . . . . . . . . . . . . . . 15
Interest . . . . . . . . . . . . . . . . . . . 16
Limitations . . . . . . . . . . . . . . . . 14
Other Deductions . . . . . . . . . 16
Rent . . . . . . . . . . . . . . . . . . . . . . 15
Repairs and
Maintenance . . . . . . . . . . . 15
Retirement Plans, etc. . . . . . 16
Salaries and Wages . . . . . . 15
Section 179 Expense . . . . . 16
Section 263A uniform
capitalization rules . . . . . . 14
Special Rules:
Entertainment
facilities . . . . . . . . . . . . . . 17
Meals and
entertainment . . . . . . . . 17
E
Elections:
By each partner . . . . . . . . . . . . 8
By the partnership . . . . . . . . . 8
Electronic Filing . . . . . . . . . . . . . . 3
Extension . . . . . . . . . . . . . . . . . . . . 3
Extraterritorial income
exclusion . . . . . . . . . . . . . 12, 28
G
General Credits . . . . . . . . . . . . . 25
General Partner . . . . . . . . . . . . . . 2
General Partnership . . . . . . . . . . 2
Guaranteed Payments to
Partners . . . . . . . . . . . . . . 15, 32
I
Inclusion Amount . . . . . . . . . . . 15
Income:
Gross Receipts or
Sales . . . . . . . . . . . . . . . . . . 13
Net Farm Profit (Loss) . . . . . 14
Net Gain (Loss) From Form
4797 . . . . . . . . . . . . . . . . . . . 14
Net Income (Loss) From
Rental Real Estate
Activities . . . . . . . . . . . . . . . 13
Ordinary Income (Loss) From
Other Partnerships,
Estates, and Trusts . . . . . 13
Other Income (Loss) . . . . . . 14
Interest charged . . . . . . . . . . . . . 3
Interest Income . . . . . . . . . 11, 18
Inventory Valuation
Methods . . . . . . . . . . . . . . . . . . 19
Inversion Gain . . . . . . . . . . . . . . 28
Investment Interest . . . . . . . . . . 18
Items for Special
Treatment . . . . . . . . . . . . . . . . 20
Constructive sale
treatment . . . . . . . . . . . . . . . 21
Rollover of Gain from
Empowerment Zone
Asset . . . . . . . . . . . . . . . . . . 22
Rollover of Gain from
Qualified Stock . . . . . . . . . 22
Special Rules for Trader in
Securities . . . . . . . . . . . . . . 21
L
Limitations on
Deductions . . . . . . . . . . . . . . . 14
Limited Liability Company . . . . 2
Limited Liability
Partnership . . . . . . . . . . . . . . . . 2
Limited Partner . . . . . . . . . . . . . . 2
Limited Partnership . . . . . . . . . . 2
M
Miscellaneous Itemized
Deductions . . . . . . . . . . . . . . . 19
N
Net Earnings From
Self-Employment . . . . . . . . . 25
Nonrecourse Loans . . . . . . 2, 32
O
Ordinary dividends . . . . . . . . . . 18
Organizational Costs . . . . . . . . 14
Overview of Large Partnership
Provisions . . . . . . . . . . . . . 7, 20
P
Paid Preparer
Authorization . . . . . . . . . . . . . . 3
Paid Preparer’s
Information . . . . . . . . . . . . . . . . 3
Paperwork Reduction Act
Notice . . . . . . . . . . . . . . . . . . . . 32
Partner’s Share of Liabilities
(Schedule K-1) . . . . . . . . . . . 24
Partnership Holding:
Oil and Gas Properties . . . . 12
Residual Interests in Real
Estate Mortgage
Investment Conduits
(REMICs) . . . . . . . . . . . . . . 12
Passive Activity Reporting
Requirements . . . . . . . . . . . . 10
Passive Loss Limitation
Activities . . . . . . . . . . . . . . . . . . 9
Penalties:
Failure To Furnish Information
Timely . . . . . . . . . . . . . . . . . . 4
Late Filing of Return . . . . . . . 3
Late Payment of Tax . . . . . . . 4
Trust Fund Recovery
Penalty . . . . . . . . . . . . . . . . . . 4
Private Delivery Services . . . . . 3
Publicly Traded
Partnerships . . . . . . . . . . . . . . 12
Q
Qualified dividends . . . . . . . . . . 18
-36-
R
Recordkeeping . . . . . . . . . . . . . . . 5
Rental Activities . . . . . . . . . . . . . . 9
S
Schedule A – Cost of Goods
Sold . . . . . . . . . . . . . . . . . . . . . . 19
Schedule D – Capital Gains and
Losses . . . . . . . . . . . . . . . . . . . 20
Specific Instructions . . . . . . . 22
Schedule K and K-1, Partner’s
Shares of Income, Credits,
Deductions, etc. . . . . . . . . . . 23
Schedule L, Balance Sheets per
Books . . . . . . . . . . . . . . . . . . . . 31
Schedule M-1, Reconciliation of
Income (Loss) . . . . . . . . . . . . 32
Schedule M-2, Analysis of
Partners’ Capital
Accounts . . . . . . . . . . . . . . . . . 32
Section 179 Expense
Deduction . . . . . . . . . . . . . . . . 16
Section 263A uniform
capitalization rules . . . . . . . . 14
Self-charged interest . . . . . . . . 10
Separately Stated Items . . . . . . 8
Substitute Forms . . . . . . . . . . . . 23
Syndication Costs . . . . . . . . . . . 14
T
Tax . . . . . . . . . . . . . . . . . . . . . . . . . 17
Tax Issues, Unresolved . . . . . . 1
Tax-Exempt Interest
Income . . . . . . . . . . . . . . . . . . . 25
Tax-Exempt Partners . . . . . . . . 12
Tax-Exempt Securities . . . . . . 31
Termination of the
Partnership . . . . . . . . . . . . . . . . 2
Trade or Business
Activities . . . . . . . . . . . . . . . . . . 9
Transactions Between Related
Taxpayers . . . . . . . . . . . . . . . . 14
Travel and
Entertainment . . . . . . . . . . . . 32
U
Unrealized Receivables and
Inventory Items . . . . . . . . . . . . 9
Unrecaptured section 1250
gain . . . . . . . . . . . . . . . . . . 28, 30
Unresolved Tax Issues . . . . . . . 1
W
What’s New . . . . . . . . . . . . . . . . . .
When To File . . . . . . . . . . . . . . . .
Where To File . . . . . . . . . . . . . . . .
Who Must Sign . . . . . . . . . . . . . .
1
3
3
3
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| File Type | application/pdf |
| File Title | 2007 Instructions for Form 1065-B, U |
| Author | BN4BB |
| File Modified | 2008-03-12 |
| File Created | 2007-12-05 |