Return of U.S. Persons With Respect to Certain Foreign Partnerships

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Instructions for Form 8865

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2009

Department of the Treasury
Internal Revenue Service

Instructions for Form 8865
Return of U.S. Persons With Respect to Certain Foreign Partnerships
Section references are to the Internal
Revenue Code unless otherwise noted.
Contents
Page
What’s New . . . . . . . . . . . . . . . . . . . 1
General Instructions . . . . . . . . . . . . . 1
Purpose of Form . . . . . . . . . . . . . . . 1
Who Must File . . . . . . . . . . . . . . . . 1
Categories of Filers . . . . . . . . . . . . . 1
Exceptions to Filing . . . . . . . . . . . . . 2
Relief for Category 1 and 2
Filers When the Foreign
Partnership Files Form 1065
or Form 1065-B . . . . . . . . . . . . . . . 3
When To File . . . . . . . . . . . . . . . . . 3
Definitions . . . . . . . . . . . . . . . . . . . 3
Penalties . . . . . . . . . . . . . . . . . . . . 4
Corrections to Form 8865 . . . . . . . . 4
Specific Instructions . . . . . . . . . . . . 4
Tax Year . . . . . . . . . . . . . . . . . . . . 4
Identifying Numbers and
Addresses . . . . . . . . . . . . . . . . . . 5
Schedule A — Constructive
Ownership of Partnership
Interest . . . . . . . . . . . . . . . . . . . . . 6
Schedule A-1 — Certain Partners
of Foreign Partnership . . . . . . . . . . . 6
Schedule A-2 — Affiliation
Schedule . . . . . . . . . . . . . . . . . . . . 6
Schedule B — Income
Statement — Trade or
Business Income . . . . . . . . . . . . . . 6
Schedule D — Capital Gains and
Losses . . . . . . . . . . . . . . . . . . . . . . 6
Schedules K and K-1 —
Partners’ Distributive Share
Items . . . . . . . . . . . . . . . . . . . . . . . 6
Schedule L — Balance Sheets
per Books . . . . . . . . . . . . . . . . . . . 7
Schedule M — Balance Sheets
for Interest Allocation . . . . . . . . . . . 7
Schedule M-1 — Reconciliation of
Income (Loss) per Books With
Income (Loss) per Return . . . . . . . . 7
Schedule M-2 — Analysis of
Partners’ Capital Accounts . . . . . . . . 7
Schedule N — Transactions
Between Controlled Foreign
Partnership and Partners or
Other Related Entities . . . . . . . . . . . 8
Schedule O — Transfer of
Property to a Foreign
Partnership . . . . . . . . . . . . . . . . . . . 8
Part I — Transfers Reportable
Under Section 6038B . . . . . . . . . . 8
Part II — Dispositions
Reportable Under Section
6038B . . . . . . . . . . . . . . . . . . . . . 8
Part III — Gain Recognition
Under Section 904(f)(3) or
(f)(5)(F) . . . . . . . . . . . . . . . . . . . . 8

Contents
Schedule P — Acquisitions,
Dispositions, and Changes of
Interests in a Foreign
Partnership . . . . . . . . . . . . . .
Part I — Acquisitions . . . . . . .
Part II — Dispositions . . . . . . .
Part III — Change in
Proportional Interest . . . . . .
Part IV — Supplemental
Information Required To Be
Reported . . . . . . . . . . . . . .
Privacy Act and Paperwork
Reduction Act Notice . . . . . . .
Codes for Principal Business
Activity and Principal Product
or Service . . . . . . . . . . . . . .
Index . . . . . . . . . . . . . . . . . . . .

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If you are completing Then use the
Form 8865
instructions for
Forms 1065/1065-B:
Schedule B
Form 1065, Page 1/
Parts I and II of Form
1065-B
Schedule D
Schedule D
Schedules K and K-1 Schedules K and K-1
Schedule L
Schedule L
Schedule M-1
Schedule M-1
Schedule M-2
Schedule M-2

Purpose of Form
Use Form 8865 to report the information
required under section 6038 (reporting
with respect to controlled foreign
partnerships), section 6038B (reporting of
transfers to foreign partnerships), or
section 6046A (reporting of acquisitions,
dispositions, and changes in foreign
partnership interests).

What’s New

Who Must File

Section 108(i) provides an election in
which cancelled debt income from debt
cancellations occurring after December
31, 2008, and before January 1, 2011, is
includible in gross income ratably over a
5-year period, beginning with the fourth or
fifth tax year following the tax year of the
reacquisition. The election must be
attached to Form 1065, U.S. Return of
Partnership Income, and annual reporting
must be made on Schedule K-1 (Form
1065), Partner’s Share of Income,
Deductions, Credits, etc., and the
accompanying Form 1065. See the
Instructions for Form 1065 and Revenue
Procedure 2009-37 for more information.
Revenue Procedure 2009-37 is available
at http://www.irs.gov/irb/2009-36_IRB/
ar07.html.

A U.S. person qualifying under one or
more of the Categories of Filers (see
below) must complete and file Form 8865.
These instructions and the Filing
Requirements for Categories of Filers
chart below explain the information,
statements, and schedules required for
each category of filer. If you qualify under
more than one category for a particular
foreign partnership, you must submit all
the items required for each category
under which you qualify.
Example. If you qualify as a Category
2 and a Category 3 filer, you must submit
all the schedules required of Category 2
filers (page 1 of Form 8865, Schedules A,
A-2, N, and K-1) plus any additional
schedules that Category 3 filers are
required to submit (Schedules A-1 and
O).
Complete a separate Form 8865 and
the applicable schedules for each foreign
partnership.
File the 2009 Form 8865 with your
income tax return for your tax year
beginning in 2009.
If a Form 8832 was filed for this entity
for the current tax year, see Where to File
in the instructions for Form 8832 to
determine if you are required to attach a
copy of the Form 8832 to the tax return to
which the Form 8865 is being attached.

For information on filing a late entity
classification election under section 7701,
see Revenue Procedure 2009-41 and the
instructions for Form 8832, Entity
Classification Election. Revenue
Procedure 2009-41 is available at http://
www.irs.gov/irb/2009-39_IRB/ar17.html.

General Instructions
The specific instructions for Schedules B,
D, K, K-1, M-1, and M-2 are not included
in these instructions. If you are required to
complete these schedules for Form 8865,
use the instructions for the corresponding
schedules of Form 1065 (or Form 1065-B,
U.S. Return of Income for Electing Large
Partnerships, if the foreign partnership is
an electing large partnership). See the
general instructions for these schedules,
on pages 6 and 7, for more information.
Cat. No. 26053N

Categories of Filers
Category 1 filer. A Category 1 filer is a
U.S. person who controlled the foreign
partnership at any time during the
partnership’s tax year. Control of a
partnership is ownership of more than a

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Instructions for Form 8865

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Category of Filers
Filing Requirements for Categories of Filers
1

2

3

4

Identifying information — (page 1 of Form 8865)

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Schedule A — Constructive Ownership of Partnership Interest

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Schedule A-1 — Certain Partners of Foreign Partnership

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Schedule A-2 — Affiliation Schedule

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Schedule B — Income Statement — Trade or Business Income

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Schedule D — Capital Gains and Losses (or Schedule D-1 — Continuation Sheet for Schedule D
(Form 1065, 1065-B, or 8865))

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Schedule L — Balance Sheets per Books

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Schedule M — Balance Sheets for Interest Allocation

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Schedule M-1 — Reconciliation of Income (Loss) per Books With Income (Loss) per Return

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Schedule M-2 — Analysis of Partners’ Capital Accounts

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Schedule K-1 — Partner’s Share of Income, Deductions, Credits, etc. (direct partners only)

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Schedule K — Partners’ Distributive Share Items

Schedule N — Transactions Between Controlled Foreign Partnership and Partners or Other
Related Entities

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Schedule O — Transfer of Property to a Foreign Partnership

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Schedule P — Acquisitions, Dispositions, and Changes of Interests in a Foreign Partnership

50% interest in the partnership. See the
definition of 50% interest on page 4.
There may be more than one Category 1
filer for a partnership for a particular
partnership tax year.
Category 2 filer. A Category 2 filer is a
U.S. person who at any time during the
tax year of the foreign partnership owned
a 10% or greater interest in the
partnership while the partnership was
controlled by U.S. persons each owning
at least 10% interests. However, if the
foreign partnership had a Category 1 filer
at any time during that tax year, no
person will be considered a Category 2
filer. See the definition of a 10% interest
on page 4.
Category 3 filer. A Category 3 filer is a
U.S. person who contributed property
during that person’s tax year to a foreign
partnership in exchange for an interest in
the partnership (a section 721 transfer), if
that person either:
1. Owned directly or constructively at
least a 10% interest in the foreign
partnership immediately after the
contribution, or
2. The value of the property
contributed (when added to the value of
any other property contributed to the
partnership by such person, or any
related person, during the 12-month
period ending on the date of transfer)
exceeds $100,000.

Category 3 also includes a U.S.
person that previously transferred
appreciated property to the partnership
and was required to report that transfer
under section 6038B, if the foreign
partnership disposed of such property
while the U.S. person remained a direct
or indirect partner in the partnership.

If a domestic partnership contributes
property to a foreign partnership, the
domestic partnership’s partners are
considered to have transferred a
proportionate share of the contributed
property to the foreign partnership.
However, if the domestic partnership files
Form 8865 and properly reports all the
required information with respect to the
contribution, its partners will not be
required to report the transfer.

Dispositions. A U.S. person that
disposes of a foreign partnership interest
has a reportable event if:
• The person owned a 10% or greater
direct interest in the partnership before
the disposition and as a result of the
disposition the person owns less than a
10% direct interest (for example, from
10% to 8%). For purposes of this rule, a
disposition includes a decrease in a
person’s direct proportional interest; or

Category 4 filer. A Category 4 filer is a
U.S. person that had a reportable event
under section 6046A during that person’s
tax year. There are three categories of
reportable events under section 6046A:
acquisitions, dispositions, and changes in
proportional interests.
Acquisitions. A U.S. person that
acquires a foreign partnership interest
has a reportable event if:
• The person did not own a 10% or
greater direct interest in the partnership
and as a result of the acquisition, the
person owns a 10% or greater direct
interest in the partnership (for example,
from 9% to 10%). For purposes of this
rule, an acquisition includes an increase
in a person’s direct proportional interest
(see Change in a proportional interest on
page 4); or
• Compared to the person’s direct
interest when the person last had a
reportable event, after the acquisition the
person’s direct interest has increased by
at least a 10% interest (for example, from
11% to 21%).

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• Compared to the person’s direct
interest when the person last had a
reportable event, after the disposition the
person’s direct interest has decreased by
at least a 10% interest (for example, from
21% to 11%).
Changes in proportional interests.
A U.S. person has a reportable event if
compared to the person’s direct
proportional interest the last time the
person had a reportable event, the
person’s direct proportional interest has
increased or decreased by at least the
equivalent of a 10% interest in the
partnership.
Special rule for a partnership
interest owned on December 31, 1999.
If the U.S. person owned at least a 10%
direct interest in the foreign partnership
on December 31, 1999, then comparisons
should be made to the person’s direct
interest on December 31, 1999. Once the
person has a reportable event after
December 31, 1999, future comparisons
should be made by reference to the last
reportable event.

Exceptions to Filing
Multiple Category 1 filers. If during the
tax year of the partnership more than one
U.S. person qualifies as a Category 1
filer, only one of these Category 1
partners is required to file Form 8865. A
U.S. person with a controlling interest in
the losses or deductions of the
partnership is not permitted to be the filer
of Form 8865 if another U.S. person has
a controlling interest in capital or profits;
only the latter may file the return. The
U.S. person that files the Form 8865 must
complete Item E on page 1.
The single Form 8865 to be filed must
contain all of the information that would
be required if each Category 1 filer filed a
separate Form 8865. Specifically,
separate Schedules N and K-1 must be

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Instructions for Form 8865

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attached to the Form 8865 for each
Category 1 filer. Also, Items B, C, and D
on page 1 and Schedule A on page 2 of
Form 8865 must be completed for each
Category 1 filer not filing the form. Attach
a separate statement listing this
information to the single Form 8865.
A Category 1 filer not filing Form 8865
must attach a statement entitled
“Controlled Foreign Partnership
Reporting” to that person’s income tax
return.
The statement must include the
following information:
• A statement that the person qualified
as a Category 1 filer, but is not submitting
Form 8865 under the multiple Category 1
filers exception.
• The name, address, and identifying
number (if any) of the foreign partnership
of which the person qualified as a
Category 1 filer.
• A statement that the filing requirement
has been or will be satisfied.
• The name and address of the person
filing Form 8865 for this partnership.
• The Internal Revenue Service Center
where the Form 8865 must be filed (or
indicate “e-file” if the Form 8865 has been
or will be filed electronically).
A U.S. person who qualifies for
this exception to the Category 1
CAUTION filing requirement would still have
to file a separate Form 8865 if that person
is also subject to the filing requirements of
Category 3 or 4. This separate Form 8865
would include all the information required
for a Category 3 or 4 filer in addition to
the Controlled Foreign Partnership
Reporting statement.

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Constructive owners. See the definition
of constructive ownership on page 4. A
Category 1 or 2 filer that does not own a
direct interest in the partnership and that
is required to file this form solely because
of constructive ownership from a U.S.
person(s) is not required to file Form 8865
if:
1. Form 8865 is filed by the U.S.
person(s) through which the indirect
partner constructively owns an interest in
the foreign partnership,
2. The U.S. person through which the
indirect partner constructively owns an
interest in the foreign partnership is also a
constructive owner and meets all the
requirements of this constructive
ownership filing exception, or
3. Form 8865 is filed for the foreign
partnership by another Category 1 filer
under the multiple Category 1 filers
exception.
To qualify for the constructive
ownership filing exception, the indirect
partner must file with its income tax return
a statement entitled “Controlled Foreign
Partnership Reporting.”
This statement must contain the
following information:
1. A statement that the indirect
partner was required to file Form 8865,

but is not doing so under the constructive
owners exception;
2. The names and addresses of the
U.S. persons whose interests the indirect
partner constructively owns; and
3. The name and address of the
foreign partnership for which the indirect
partner would have had to have filed
Form 8865, but for this exception.
Members of an affiliated group of
corporations filing a consolidated
return. If one or more members of an
affiliated group of corporations filing a
consolidated return qualify as Category 1
or 2 filers for a particular foreign
partnership, the common parent
corporation may file one Form 8865 on
behalf of all of the members of the group
required to report. Except for group
members who also qualify under the
constructive owners exception, the Form
8865 must contain all the information that
would have been required to be submitted
if each group member filed its own Form
8865.
Exception for certain trusts. Trusts
relating to state and local government
employee retirement plans are not
required to file Form 8865.
Exception for certain Category 4 filers.
If you qualify as a Category 3 and 4 filer
because you contributed property to a
foreign partnership in exchange for a 10%
or greater interest in that partnership, you
are not required to report this transaction
under both Category 3 and 4 filing
requirements. If you properly report the
contribution of property under the
Category 3 rules, you are not required to
report it as a Category 4 filer. However,
the acquisition will count as a reportable
event to determine if a later change in
your partnership interest qualifies as a
reportable event under Category 4.
Example. Partner A does not own an
interest in FPS, a foreign partnership.
Partner A transfers property to FPS in
exchange for a 15% direct interest.
Partner A qualifies as a Category 3 filer
because he transferred property to a
foreign partnership and owned at least a
10% interest in FPS immediately after the
contribution. Partner A is also a Category
4 filer because he did not own a 10% or
greater direct interest in FPS and as a
result of the acquisition now owns a 10%
or greater direct interest in FPS. If Partner
A properly reports the contribution on
Form 8865 as a Category 3 filer, Partner
A is not required to report his acquisition
of the 15% interest in FPS as a Category
4 filer.

Relief for Category 1 and 2
Filers When the Foreign
Partnership Files Form 1065 or
Form 1065-B
If a foreign partnership files Form 1065 or
Form 1065-B for its tax year, Category 1
and 2 filers may use a copy of the
completed Form 1065 or 1065-B
schedules in place of the equivalent
schedules of Form 8865.

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If you file Form 8865 with an
electronically filed income tax return, see
the electronic filing publications identified
in the instructions for your income tax
return for more information.
See page 1 for the Form 1065/1065-B
schedules that are equivalent to the Form
8865 schedules.
Example. Partner A is a Category 1
filer with respect to FPS, a foreign
partnership during the 2009 tax year. FPS
completes and files a Form 1065 for its
2009 tax year. Instead of completing
Schedules B, D, K, L, M-1, M-2, and K-1
of Form 8865, Partner A may attach to its
Form 8865 page 1 of Form 1065 and
Form 1065 Schedules D, K, L, M-1, M-2,
and K-1 (including the Schedules K-1 for
Partner A and all other U.S. persons
owning 10% or greater direct interests in
FPS). Partner A must complete the
following items and schedules on Form
8865:
• The first page,
• Schedule A,
• Schedule A-1,
• Schedule A-2,
• Schedule M, and
• Schedule N.
Example. Partner A is a Category 2
filer with respect to FPS, a foreign
partnership. If FPS completes and files a
Form 1065 for its 2009 tax year, Partner
A may file with Form 8865 the Schedule
K-1 (Form 1065) that it receives from the
partnership instead of Schedule K-1
(Form 8865). Partner A must complete
the following items and schedules on
Form 8865:
• The first page,
• Schedule A,
• Schedule A-2, and
• Schedule N.

When To File
Attach Form 8865 to your income tax
return (or, if applicable, partnership or
exempt organization return) and file both
by the due date (including extensions) for
that return. If you do not have to file an
income tax return, you must file Form
8865 separately with the IRS at the time
and place you would be required to file an
income tax return (or, if applicable, a
partnership or exempt organization
return). See below for penalties that may
apply if you do not file Form 8865 on time.

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 the regulations

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Instructions for Form 8865

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under section 7701, a corporation, trust,
estate, or sole proprietorship.
A joint undertaking merely to share
expenses is not a partnership. Mere
co-ownership of property that is
maintained and leased or rented is not a
partnership. However, if the co-owners
provide services to the tenants, a
partnership exists.
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.
50% interest. A 50% interest in a
partnership is an interest equal to:
• 50% of the capital,
• 50% of the profits, or
• 50% of the deductions or losses.
For purposes of determining a 50%
interest, the constructive ownership rules
described below apply.
10% interest. A 10% interest in a
partnership is an interest equal to:
• 10% of the capital,
• 10% of the profits, or
• 10% of the deductions or losses.
For purposes of determining a 10%
interest, the constructive ownership rules
described below apply.
Constructive ownership. For purposes
of determining an interest in a
partnership, the constructive ownership
rules of section 267(c) (excluding section
267(c)(3)) apply, taking into account that
such rules refer to corporations and not to
partnerships. Generally, an interest
owned directly or indirectly by or for a
corporation, partnership, estate, or trust
shall be considered as being owned
proportionately by its owners, partners or
beneficiaries.
Also, an individual is considered to
own an interest owned directly or
indirectly by or for his or her family. The
family of an individual includes only that
individual’s spouse, brothers, sisters,
ancestors, and lineal descendants. An
interest will be attributed from a
nonresident alien individual under the
family attribution rules only if the person
to whom the interest is attributed owns a
direct or indirect interest in the foreign
partnership under section 267(c)(1) or (5).
U.S. person. A U.S. person is a citizen
or resident of the United States, a
domestic partnership, a domestic
corporation, and any estate or trust that is
not foreign.
Control of a corporation. Control of a
corporation is ownership of stock
possessing more than 50% of the total
combined voting power, or more than
50% of the total value of shares of all
classes of stock of the corporation. For
rules concerning indirect ownership and
attribution, see Regulations section
1.6038-2(c).
Change in a proportional interest. A
partner’s proportional interest in a foreign
partnership can change as a result of
changes in other partners’ interests, for
example, when another partner withdraws

from the partnership. A partner’s
proportional interest can also change, for
example, by operation of the partnership
agreement (for example, if the partnership
agreement provides that a partner’s
interest in profits will change on a set date
or when the partnership has earned a
specified amount of profits, then the
partner’s proportional interest changes
when the set date or specified amount of
profits is reached).

Penalties
Failure to timely submit all information
required of Category 1 and 2 filers.
• A $10,000 penalty is imposed for each
tax year of each foreign partnership for
failure to furnish the required information
within the time prescribed. If the
information is not filed within 90 days after
the IRS has mailed a notice of the failure
to the U.S. person, an additional $10,000
penalty (per foreign partnership) is
charged for each 30-day period, or
fraction thereof, during which the failure
continues after the 90-day period has
expired. The additional penalty is limited
to a maximum of $50,000 for each failure.
• Any person who fails to furnish all of
the information required within the time
prescribed, will be subject to a reduction
of 10% of the foreign taxes available for
credit under sections 901, 902, and 960.
If the failure continues 90 days or more
after the date the IRS mails notice of the
failure, an additional 5% reduction is
made for each 3-month period, or fraction
thereof, during which the failure continues
after the 90-day period has expired. See
section 6038(c)(2) for limits on the
amount of this penalty.
• Criminal penalties under sections 7203,
7206, and 7207 may apply for failure to
file or for filing false or fraudulent
information.
Additionally, any person that files
under the constructive owners exception
may be subject to these penalties if all the
requirements of the exception are not
met. Any person required to file Form
8865 who does not file under the multiple
Category 1 filers exception, may be
subject to the above penalties if the other
person does not file a correctly completed
form and schedules. See Exceptions to
Filing on page 2.
Failure to file information required of
Category 3 filers. Any person that fails
to properly report a contribution to a
foreign partnership that is required to be
reported under section 6038B and the
regulations under that section is subject
to a penalty equal to 10% of the fair
market value (FMV) of the property at the
time of the contribution. This penalty is
subject to a $100,000 limit, unless the
failure is due to intentional disregard. In
addition, the transferor must recognize
gain on the contribution as if the
contributed property had been sold for its
FMV.
Failure to file information required of
Category 4 filers. Any person who fails
to properly report all the information

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requested by section 6046A is subject to
a $10,000 penalty. If the failure continues
for more than 90 days after the IRS mails
notice of the failure, an additional $10,000
penalty will apply for each 30-day period
(or fraction thereof) during which the
failure continues after the 90-day period
has expired. The additional penalty shall
not exceed $50,000.
Treaty-based return positions. File
Form 8833, Treaty-Based Return Position
Disclosure Under Section 6114 or
7701(b), to report a return position that a
treaty of the United States (such as an
income tax treaty, an estate and gift tax
treaty, or a friendship, commerce, and
navigation treaty):
• Overrides or modifies any provision of
the Internal Revenue Code and
• Causes (or potentially causes) a
reduction of any tax incurred at any time.
Failure to make such a report may
result in a $1,000 penalty ($10,000 in the
case of a C corporation). See section
6712.

Corrections to Form 8865
If you file a Form 8865 you later
determine is incomplete or incorrect, file a
corrected Form 8865 with an amended
tax return following the instructions for the
return with which you originally filed Form
8865. Write “corrected” at the top of the
form and attach a statement identifying
and explaining the changes.

Specific Instructions
Important: All information must be in
English. All amounts must be stated in
U.S. dollars.
If the information required in a given
section exceeds the space provided
within that section, attach separate sheets
to provide the remaining information,
using the same size and format as the
printed forms.
Fill in all applicable lines and
schedules. All categories of filers must
complete all items on page 1, with three
exceptions. Complete Item E only if, in
addition to filing the form on your own
behalf, you are reporting information
about other Category 1 filers under the
multiple Category 1 filing exception, or
you are reporting information about
members of your affiliated group of
corporations under the consolidated
return exception. Only Category 1 and 2
filers are required to complete Item G6.
See Exceptions to Filing on page 2.
Answer Items G8 and G9 only if you are a
Category 1 filer.

Tax Year
Enter in the space below the title of Form
8865 the tax year of the foreign
partnership that ended with or within the
tax year of the person filing this form.
Category 1 or 2 filers must report
information for the tax year of the foreign
partnership that ends with or within their
tax years. A Category 3 or 4 filer must
report on Schedules O or P, respectively,

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transactions that occurred during that
filer’s tax year (rather than during the
partnership’s tax year).

Identifying Numbers and
Addresses
Enter the identifying number of the person
filing this return. Use an employer
identification number (EIN) to identify
partnerships, corporations, and estates or
trusts. For individuals, use a social
security number (SSN) or individual
taxpayer identification number (ITIN).
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 U.S. person has a
P.O. box, show the box number instead.
Foreign address. Enter the information
in the following order: city, province or
state, and country. Follow the country’s
practice for entering the postal code, if
any. Do not abbreviate the country name.

Item A—Category of Filer
Check the box for each category that
describes the person filing the form. If
more than one category applies, check all
boxes that apply. See Categories of Filers
beginning on page 1.

Item C
Enter the filer’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 is determined under the
rules of Regulations section 1.752-2.
‘‘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 borrowed from a qualified
person (defined in section 49(a)(1)(D)(iv))
or is lent or guaranteed by a federal,
state, or local government.
See section 465(b)(6) for more
information on qualified nonrecourse
financing.

Item D—Identification of
Common Parent
If the person filing the form is a member
of a consolidated group, but not the
parent, list the name, address, and EIN of
the filer’s common parent.

Item E
Information about certain partners. If
you are reporting information about other
persons under the multiple Category 1
filers exception, or are reporting
information about members of your
affiliated group of corporations under the
consolidated return exception (see
Exceptions to Filing on page 2), identify
each such person in Item E. List their
names, addresses, and identifying
numbers. Also, indicate whether each

person is a Category 1 filer or Category 2
filer, and whether such person
constructively owned an interest in the
foreign partnership during the tax year of
the partnership listed at the top of page 1
of Form 8865. See Constructive
ownership on page 4.

of U.S. dollars that equal one unit of
foreign currency.
Note. You must round the result to more
than 4 places if failure to do so would
materially distort the exchange rate or the
equivalent amount of U.S. dollars.

Item G2

Item F1
For the foreign partnership’s address,
enter the city, province or state, and the
foreign country in that order. Follow the
foreign country’s practice in placing the
postal code in the address. Do not
abbreviate the country name. If the
partnership receives its mail in care of a
third party (such as an accountant or
attorney), enter “C/O” followed by the
third-party’s name and street address or
P.O. box.

Item F6—Principal Business
Activity Code
If the foreign partnership filed Form
1065 or 1065-B. Enter the business
code shown in Item C of the Form 1065
or 1065-B filed by the partnership.
If the foreign partnership did not file
Form 1065 or 1065-B. Enter the
applicable business code from the list
beginning on page 10. If the information
necessary to apply the total receipts test
is not available, pick a principal business
activity code using the information you
have about the partnership.

Item F8a—Functional Currency
Enter the foreign partnership’s functional
currency. See sections 985 through 989
and the regulations thereunder. If the
partnership had more than one qualified
business unit (QBU), attach a statement
identifying each QBU, its country of
operation, and its functional currency. A
QBU is any separate and clearly identified
unit of a trade or business of the
partnership which maintains separate
books and records.
Hyperinflationary exception. A
partnership that has a hyperinflationary
currency as its functional currency is
subject to special rules set forth in
Regulations section 1.985-3. Under these
rules, a partnership must use the U.S.
dollar as its functional currency.

Item F8b—Exchange Rate
When translating functional currency to
U.S. dollars, you must use the method
specified in sections 985 through 989 and
the regulations thereunder. But,
regardless of the specific method
required, all exchange rates must be
reported using a “divide-by convention”
rounded to at least 4 places. That is, the
exchange rate must be reported in terms
of the amount by which the functional
currency amount must be divided in order
to reflect an equivalent amount of U.S.
dollars. As such, the exchange rate must
be reported as the units of foreign
currency that equal one U.S. dollar,
rounded to at least 4 places. Do not
report the exchange rate as the number

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If the foreign partnership was required to
file Form 1065 or Form 1065-B for the
partnership’s tax year listed at the top of
page 1 (Form 8865), check the applicable
box and enter the IRS Service Center
where the form was or will be filed (or
enter “e-file” if the form was or will be filed
electronically). Also, check the applicable
box(es) if the foreign partnership was
required to file (for the calendar year
ending with or within the foreign
partnership’s tax year) Form 8804,
Annual Return for Partnership
Withholding Tax (Section 1446), or Form
1042, Annual Withholding Tax Return for
U.S. Source Income of Foreign Persons.

Item G6
Note. Only Category 1 and 2 filers are
required to complete Item G6.
Enter the number of Forms 8858,
Information Return of U.S. Persons With
Respect To Foreign Disregarded Entities,
attached to Form 8865. A disregarded
entity is an entity that is disregarded as
an entity separate from its owner under
Regulations section 301.7701-3. The
partnership is the tax owner of the foreign
disregarded entity if it owns the assets
and liabilities of the foreign disregarded
entity for purposes of U.S. income tax
law.
If the foreign partnership is the tax
owner of a foreign disregarded entity and
you are a Category 1 or 2 filer of Form
8865, complete and attach Form 8858 to
Form 8865. For more information, see the
instructions for Form 8858.

Item G8—Separate Units
Note. Only Category 1 filers are required
to answer Item G8.
Indicate whether the partnership
owned any interest in a separate unit. In
general, a separate unit is:
1. A foreign branch that is owned
either directly by a domestic corporation
or indirectly by a domestic corporation
through ownership of a partnership or
trust interest,
2. An interest in a partnership,
3. An interest in a trust, or
4. An interest in a hybrid entity.
See Regulations section
1.1503-2(c)(3),(4), or 1.1503(d)-1(b)(4) for
more information on separate units.
Attach a statement identifying each
separate unit and its country of operation.

Item G9
Note. Only Category 1 filers are required
to answer Item G9.
Answer “Yes” to Item G9 if the
partnership meets both of the
requirements shown on the form. Total

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receipts is defined as the sum of gross
receipts or sales (Schedule B, line 1a); all
other income reported on Schedule B
(lines 4 through 7); income reported on
Schedule K, lines 3a, 5, 6a, and 7;
income or net gain reported on Schedule
K, lines 8, 9a, 10 and 11; and income or
net gain reported on Form 8825, Rental
Real Estate Income and Expenses of a
Partnership or an S Corporation, lines 2,
19, and 20a.

Signature
Filer. Do not sign Form 8865 if you are
filing it as an attachment to your income
tax return. Sign the return only if you are
filing Form 8865 separately because you
are not required to file a U.S. income tax
return. See When To File on page 3 for
more information.
Paid preparer. Do not sign Form 8865
or complete the paid preparer section at
the bottom of the form if Form 8865 is
filed as an attachment to an income tax
return. Sign Form 8865 and complete the
paid preparer section only if Form 8865 is
filed separately.

Schedule A—Constructive
Ownership of Partnership
Interest
All filers must complete Schedule A.
Check box a if the person filing the return
owns a direct interest in the foreign
partnership. Check box b if the person
filing the return constructively owns an
interest in the foreign partnership. See
Constructive ownership on page 4.
Category 1 and 2 filers. Category 1 and
2 filers must list the persons (U.S. and
foreign) whose interests in the foreign
partnership they constructively owned
during the partnership tax year.
Category 3 and 4 filers. Category 3 and
4 filers must list the persons (U.S. and
foreign) whose interests in the foreign
partnership they constructively owned
during the filer’s tax year that the
reportable transfer or “reportable event”
occurred.

Schedule A-1—Certain
Partners of Foreign
Partnership
All Category 1 and certain Category 3
filers must complete Schedule A-1. Any
person already listed on Schedule A is
not required to be listed again on
Schedule A-1.
Category 1 filers. Category 1 filers must
list all U.S. persons who owned at least a
10% direct interest in the foreign
partnership during the partnership’s tax
year listed at the top of page 1 of Form
8865.
Category 3 filers. Category 3 filers must
list:
• each U.S. person that owned a 10% or
greater direct interest in the foreign

partnership during the Category 3 filer’s
tax year, and
• any other person related to the
Category 3 filer that was a direct partner
in the foreign partnership during that tax
year.
See Regulations section 1.6038B-2(i)(4)
for the definition of a related person.
Exception. Category 3 filers who only
transferred cash and did not own a 10%
or greater interest in the transferee
partnership after the transfer are not
required to complete Schedule A-1.

Schedule A-2—Affiliation
Schedule
All filers must complete Schedule A-2.
List on Schedule A-2 all partnerships
(foreign or domestic) in which the foreign
partnership owned a direct interest, or a
10% indirect interest (under the rules of
section 267(c)(1) and (5)) during the
partnership tax year listed at the top of
page 1, Form 8865.
Category 1 filers. Only Category 1 filers
must complete the ordinary income or
loss column. In that column, report the
foreign partnership’s share of ordinary
income (even if not received) or loss from
partnerships in which the foreign
partnership owns a direct interest. The
total amount of ordinary income or loss
from each partnership must also be
included on line 4 of Schedule B.

Schedule B—Income
Statement—Trade or
Business Income
Important: You do not need to complete
Schedule B if you have attached a copy
of page 1 from Form 1065, or Parts I and
II of Form 1065-B, filed by the foreign
partnership.
All Category 1 filers must complete
Schedule B.

Specific Instructions for
Schedule B
For specific instructions for Schedule B,
see the Instructions for Form 1065. Use
the specific instructions for Page 1 of
Form 1065, Income and Deductions. If
the foreign partnership files Form 1065-B,
use the specific instructions for Parts I
and II of Form 1065-B in the Instructions
for Form 1065-B.
You can view or download the

TIP instructions for Form 1065 or
Form 1065-B at www.irs.gov/
formspubs/. Also, these instructions can
be ordered by calling 1-800-829-3676
(1-800-TAX-FORM).

Schedule D—Capital
Gains and Losses
Important: You do not need to complete
Schedule D (or Schedule D-1

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Continuation Sheet for Schedule D (Form
1065, 1065-B, or 8865)) if you have
attached to Form 8865 a copy of the
Schedule D from Form 1065 or Form
1065-B filed by the foreign partnership.
All Category 1 filers must complete
Schedule D to report sales or exchanges
of capital assets, capital gain
distributions, and nonbusiness bad debts.

Specific Instructions for
Schedule D
For the specific instructions for Schedule
D, see the Instructions for Schedule D
(Form 1065), Capital Gains and Losses.
Schedule D and its separate instructions
are separate products for Form 1065. If
the foreign partnership files Form 1065-B,
use the instructions for Schedule D in the
Instructions for Form 1065-B.
You can view or download the

TIP instructions for Schedule D (Form
1065) or the Instructions for Form
1065-B at www.irs.gov/formspubs/. Also,
these instructions can be ordered by
calling 1-800-829-3676
(1-800-TAX-FORM).

Schedules K and
K-1—Partners’ Distributive
Share Items
Important: You do not need to complete
Schedules K or K-1 if you have attached
to Form 8865 a copy of the Schedules K
or K-1 from Form 1065 or Form 1065-B
filed by the foreign partnership.

Schedule K
Schedule K is a summary schedule of all
of the partners’ shares of the partnership
income, credits, deductions, etc. Only
Category 1 filers must complete Schedule
K.

Schedule K-1
Schedule K-1 is used to report a specific
partner’s share of the partnership income,
deductions, credits, etc.
All Category 1 and 2 filers must
complete Schedule K-1 for any direct
interest they hold in the partnership. A
Category 1 or 2 filer that does not own a
direct interest is not required to complete
Schedule K-1.
Category 1 filers must also complete
Schedule K-1 for each U.S. person that
directly owns a 10% or greater direct
interest in the partnership.
Provide the partner’s beginning and
year-end percentage interest in
partnership profits, losses, capital, or
deductions. These percentages should
include any interest constructively owned
by the filer.
Complete boxes 1 through 20 for any
direct interest that the partner owns in the
partnership.
Example. Partner A owns a 45%
direct interest in foreign partnership
(FPS). Partner A also owns 100% of the
stock of a domestic corporation (DC),

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which owns a 10% direct interest in FPS.
Therefore, Partner A is considered to own
a 55% interest in FPS and is thus a
Category 1 filer. When Partner A
completes Schedule K-1 for itself, Partner
A must report the distributive share of
items allocated to Partner A’s direct
interest of 45% but not any items
allocated to DC’s 10% interest. When
Partner A completes Schedule K-1 for DC
(which Partner A must do because DC
owns a direct 10% interest), Partner A
must report on DC’s Schedule K-1 only
items allocated to DC’s direct 10%
interest.
Although the partnership is not subject
to income tax, the partners are liable for
tax on their shares of the partnership
income, whether or not distributed, and
must include their share of such items on
their tax returns.
Allocations of income, gains, losses,
deductions, or credits among the partners
generally should be made according to
the partnership agreement. See section
704 and the regulations thereunder.

General Reporting Instructions for
Schedule K-1
On each Schedule K-1, enter the
information about the partnership and the
partner in Parts I and II of the schedule
(Items A through F). For items E and F in
Part II of Schedule K-1, see the
instructions for the corresponding items J
and L of Schedule K-1 (Form 1065) in the
instructions for Form 1065 under the
heading Specific Instructions (Schedule
K-1 Only). In Part III, enter the partner’s
distributive share of each item of income,
deduction, and credit and any other
information the partner needs to prepare
the partner’s tax return.
Codes. In box 11 and boxes 13 through
20, identify each item by entering a code
in the column to the left of the dollar
amount entry space. These codes are
identified on the back of Schedule K-1.
Attached statements. Enter an asterisk
(*) after the code, if any, in the column to
the left of the dollar amount entry space
for each item for which you have attached
a statement providing additional
information. For those informational items
that cannot be reported as a single dollar
amount, enter the code and asterisk in
the left column and write “STMT” in the
dollar amount entry space to indicate the
information is provided on an attached
statement.
More than one attached statement can
be placed on the same sheet of paper
and should be identified in alphanumeric
order by box number followed by the
letter code (if any). For example: “Box 20,
Code T — Depletion information — oil and
gas” (followed by the information the
partner needs).
Too few entry spaces on Schedule
K-1? If there are more coded items than
the number of spaces in box 11 or boxes
13 through 20, do not enter a code or
dollar amount in the last entry space of

the box. In the last entry space, enter an
asterisk in the left column and enter
“STMT” in the entry space to the right.
Report the additional items on an
attached statement and provide the box
number, the code, description, and dollar
amount or information for each additional
item. For example: “Box 15, Code
J — Work opportunity credit — $1,000.”

Specific Instructions for
Schedules K and K-1
For the specific instructions for Schedules
K and K-1, see the Instructions for Form
1065. If the foreign partnership files Form
1065-B, use the specific instructions for
Schedules K and K-1 of Form 1065-B in
the Instructions for Form 1065-B.

Schedule L—Balance
Sheets per Books
Important: You do not need to complete
Schedule L if you have attached to Form
8865 a copy of the Schedule L from Form
1065 or Form 1065-B filed by the foreign
partnership.
The balance sheets should agree with
the partnership’s books and records.
Attach a statement explaining any
differences.
Only Category 1 filers are required to
complete Schedule L.
If you answered ‘‘Yes’’ to Item G9 on
page 1 of Form 8865, you do not have to
complete Schedule L.
Schedule L requires balance sheets
prepared and translated into U.S. dollars
in accordance with U.S. generally
accepted accounting principles (GAAP).
Exception. If the partnership or any
qualified business unit of the partnership
uses the dollar approximate separate
transactions method (DASTM), Schedule
L should reflect the tax balance sheets
prepared and translated into U.S. dollars
according to Regulations section
1.985-3(d).

Schedule M—Balance
Sheets for Interest
Allocation
All Category 1 filers must complete
Schedule M. Schedule M should reflect
the book values of the partnership’s
assets, as described in Temporary
Regulations sections 1.861-9T(g)(2) and
1.861-12T. Assets should be
characterized as U.S. assets or foreign
assets in one or more separate limitation
categories as provided in Temporary
Regulations sections 1.861-9T(g)(3) and
1.861-12T. The balance sheets should be
prepared in U.S. dollars under Temporary
Regulations section 1.861-9T(g)(2)(ii).
Exception. If the partnership or any
qualified business unit of the partnership
uses DASTM, Schedule M should reflect
the tax balance sheet prepared in U.S.

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dollars under Regulations section
1.985-3(d). See Temporary Regulations
section 1.861-9T(g)(2)(ii)(A)(2) for more
information on DASTM.
Line 2. Enter the partnership’s foreign
assets according to the following income
limitation categories:
• Passive category.
• General category.
• Other (attach statement).
See the instructions for line 16 of
Schedule K and section 904(d) for more
information.

Schedule
M-1—Reconciliation of
Income (Loss) per Books
With Income (Loss) per
Return
Important: You do not need to complete
Schedule M-1 if you have attached to
Form 8865 a copy of the Schedule M-1
from Form 1065 or Form 1065-B filed by
the foreign partnership.
Form 8865 filers are not required to
complete Schedule M-3 (Form 1065), Net
Income (Loss) Reconciliation for Certain
Partnerships.
Only Category 1 filers are required to
complete Schedule M-1. If you answered
‘‘Yes’’ to Item G9 on page 1 of Form
8865, you do not have to complete
Schedule M-1.

Specific Instructions for
Schedule M-1
For the specific instructions for Schedule
M-1, see the Instructions for Form 1065. If
the foreign partnership files Form 1065-B,
use the specific instructions for Schedule
M-1 of Form 1065-B in the Instructions for
Form 1065-B.

Schedule M-2—Analysis
of Partners’ Capital
Accounts
Important: You do not need to complete
Schedule M-2 if you have attached to
Form 8865 a copy of the Schedule M-2
from Form 1065 or Form 1065-B filed by
the foreign partnership.
Only Category 1 filers are required to
complete Schedule M-2. If you answered
‘‘Yes’’ to Item G9 on page 1 of Form
8865, you do not have to complete
Schedule M-2.

Specific Instructions for
Schedule M-2
For the specific instructions for Schedule
M-2, see the Instructions for Form 1065. If
the foreign partnership files Form 1065-B,
use the specific instructions for Schedule
M-2 of Form 1065-B in the Instructions for
Form 1065-B.

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Schedule N—Transactions
Between Controlled
Foreign Partnership and
Partners or Other Related
Entities
All Category 1 filers must complete
Schedule N and report all transactions of
the foreign partnership during the tax year
of the partnership listed on the top of
page 1 of Form 8865. A Category 1 filer
filing a Form 8865 for other Category 1
filers under the multiple Category 1 filers
exception must complete a Schedule N
for itself and a separate Schedule N for
each Category 1 filer not filing Form 8865.
Category 2 filers are required to
complete columns (a), (b), and (c) of
Schedule N. Category 2 filers do not have
to complete column (d).
Column (a). Use column (a) to report
transactions between the foreign
partnership and the person filing the Form
8865.
Column (d). Use column (d) to report
transactions between the foreign
partnership and any U.S. person with a
10% or more direct interest in the foreign
partnership. If such person also qualifies
under column (b), do not report
transactions between the foreign
partnership and that person under column
(d). Report the transactions only under
column (b).
Lines 6 and 16. Enter distributions
received from other partnerships and
distributions from the foreign partnership
for which this form is being completed.
Lines 20 and 21. Enter the largest
outstanding balances during the year of
gross amounts borrowed from, and gross
amounts lent to, the related parties
described in columns (a) through (d). Do
not enter aggregate cash flows, year-end
loan balances, average balances, or net
balances. Do not include open account
balances resulting from sales and
purchases reported under other items
listed on Schedule N that arise and are
collected in full in the ordinary course of
business.

Schedule O—Transfer of
Property to a Foreign
Partnership
Note. Category 3 filers must complete
Schedule O.

Part I—Transfers Reportable
Under Section 6038B
Part I is used to report the transfer of
property to a foreign partnership. Provide
the information required in columns (a)
through (g) with respect to each
contribution of property to the foreign
partnership that must be reported. If you
contributed property with a FMV greater

than its tax basis (appreciated property),
or intangible property, provide the
information required in columns (a)
through (g) separately with respect to
each item of property transferred (except
to the extent you are allowed to
aggregate the property under Regulations
section 1.704-3(e)(2), (3), and (4)).
Provide a general description of each
item of property in the Supplemental
Information Required To Be Reported
section. For all other property contributed,
aggregate by the categories listed in Part
I.
Column (a). Enter the date of the
transfer. If the transfer was composed of
a series of transactions over multiple
dates, enter the date the transfer was
completed.
Column (b). Enter the number of items
of property transferred.
Column (c). Enter the FMV of the
property contributed (measured as of the
date of the transfer).
Column (d). Enter your adjusted basis in
the property contributed on the date of the
transfer. See sections 1011 through 1016
for more information on the determination
of adjusted basis.
Column (e). If you contributed
appreciated property, enter the method
(traditional, traditional with curative
allocations, or remedial) used by the
partnership to make section 704(c)
allocations with respect to each item of
property. See Regulations section
1.704-3(b), (c), and (d) for more
information on these allocation methods.
Column (f). Enter the amount of gain, if
any, recognized on the transfer. See
sections 721(b) and 904(f)(3).
Column (g). Enter your percentage
interest in the partnership immediately
after the transfer. To the extent your
percentage interest in the partnership
differs among capital, profits, losses, or
deductions, enter “See Below” and state
the different percentages.
Supplemental information required to
be reported. Enter any information from
Part I that is required to be reported in
greater detail. Identify the applicable
column number next to the information
entered in this section. In addition, if you
contributed property to a foreign
partnership as part of a wider transaction,
briefly describe the entire transaction.

Part II—Dispositions
Reportable Under Section
6038B
Use Part II to report certain dispositions
by a foreign partnership. If you were
required to report a transfer of
appreciated property to the partnership,
and the partnership disposes of the
property while you are still a direct or
constructive partner, you must report that
disposition in Part II. If the partnership
disposes of the property in a

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nonrecognition transaction and receives
in exchange substituted basis property,
report the subsequent disposition of the
substituted basis property in the same
manner as provided for the contributed
property. See section 7701(a)(42) for the
definition of substituted basis property
and Regulations section 1.704-3(a)(8) for
more information.
Column (a). Provide a brief description
of the property disposed of by the
partnership. If you are reporting the
disposition of substituted basis property
received by the partnership in a
nonrecognition transaction in exchange
for appreciated property contributed by
you, enter “See Attached.” Attach a
statement providing brief descriptions of
both the property contributed by you to
the partnership and the substituted basis
property received by the partnership in
exchange for that property.
Column (b). Enter the date that you
transferred this property to the
partnership. If you are reporting the
disposition of substituted basis property
received by the partnership in a
nonrecognition transaction in exchange
for property previously contributed by you,
enter “See Attached.” Attach a statement
showing both the date you transferred the
appreciated property to the partnership
and the date the partnership exchanged
the property for substituted basis property
in a nonrecognition transaction. See
Regulations section 1.6038B-2.
Column (c). Enter the date that the
partnership disposed of the property.
Column (d). Briefly describe how the
partnership disposed of the property (for
example, by sale or exchange).
Column (e). Enter the amount of gain, if
any, recognized by the partnership on the
disposition of property.
Column (f). Enter the amount of
depreciation recapture, if any, recognized
by the partnership on the disposition of
property. See Regulations section
1.1245-1(e) and 1.1250-1(f).
Column (g). Enter the amount of gain
from column (e) allocated to you.
Column (h). Enter the amount of
depreciation recapture from column (f)
allocated to you. See Regulations
sections 1.1245-1(e) and 1.1250-1(f). If
you recognize any section 1254 recapture
on the partnership’s disposition of natural
resource recapture property, enter “See
Attached” and attach a statement
calculating the amount of recapture. See
Regulations section 1.1254-5.

Part III—Gain Recognition
Under Section 904(f)(3) or
(f)(5)(F)
If gain recognition was required with
respect to any transfer reported in Part I
under section 904(f)(3) and (f)(5)(F),
attach a statement identifying the transfer
and the amount of gain recognized.

Page 9 of 14

Instructions for Form 8865

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Schedule P—Acquisitions,
Dispositions, and Changes
of Interests in a Foreign
Partnership
Use Schedule P to report the acquisition,
disposition, and change of interest in a
foreign partnership.
Every Category 4 filer must complete
Schedule P.

Part I—Acquisitions
Part I is completed by Category 4 filers
required to report an acquisition of an
interest in a foreign partnership. See
Categories of Filers beginning on page 1
for more details about which types of
acquisitions must be reported.
Column (a). If you acquired the interest
in the foreign partnership by purchase,
gift, inheritance, or in a distribution from a
trust, estate, partnership, or corporation,
enter the name, address, and identifying
number (if any), of the person from whom
you acquired the interest.
Column (b). Enter the date of the
acquisition. If the acquisition was
composed of a series of transactions over
multiple dates, enter the date the
acquisition was completed.
Column (c). Enter the FMV of the
interest you acquired in the partnership
(measured as of the date of acquisition).
Column (d). Enter your basis in the
acquired partnership interest (measured
as of the date of acquisition). See
sections 722 and 742.
Columns (e) and (f). Enter your total
direct percentage interest in the
partnership both before and immediately
after the acquisition. To the extent your
direct percentage interest in the
partnership differs among capital, profits,
losses, or deductions, enter “See Below”

and state the different percentages in Part
IV.

Part III—Change in
Proportional Interest

Part II—Dispositions

This section is completed by U.S. persons
who are Category 4 filers because their
direct proportional interest in the foreign
partnership changed. See Categories of
Filers beginning on page 1 for more
details about which changes in
proportional interest must be reported.

This section is completed by U.S. persons
who are Category 4 filers because they
disposed of an interest in a foreign
partnership. See Categories of Filers
beginning on page 1 for more details
about what types of dispositions must be
reported. For each disposition reported in
Part II, indicate in Part IV whether a
statement is required by Regulations
section 1.751-1(a)(3) to be filed with
respect to the disposition.
Column (a). Unless you disposed of the
interest by withdrawing, in whole or in
part, from the partnership, enter the
name, address, and identifying number (if
any) of the person to whom you
transferred the interest in the foreign
partnership.
Column (b). Enter the date of the
disposition. If the disposition was
composed of a series of transactions over
multiple dates, enter the date the
disposition was completed.
Column (c). Enter the FMV of the
interest you disposed of in the partnership
(measured as of the date of disposition).
If you recognized gain or loss on the
disposition, state the amount of gain or
loss in Part IV. See section 741.
Column (d). Enter your adjusted basis in
the partnership interest disposed of
immediately before the disposition. See
section 705.
Columns (e) and (f). Enter your total
direct percentage interest in the
partnership both before and immediately
after the disposition. To the extent your
percentage interest in the partnership
differs among capital, profits, losses, or
deductions, enter “See Below” and state
the different percentages in Part IV.

-9-

Column (a). Briefly describe the event
that caused your interest in the
partnership to change (for example, the
admission of a new partner).
Column (b). Enter the date of the
change. If the change resulted from a
series of transactions over multiple dates,
enter the date the change was completed.
Column (c). Enter the FMV of your
interest in the partnership immediately
before the change.
Column (d). Enter your basis in your
partnership interest immediately before
the change.
Columns (e) and (f). Enter your direct
percentage interest in the partnership
both before and immediately after the
change. To the extent your percentage
interest in the partnership differs among
capital, profits, losses, or deductions,
enter “See Below” and state the different
percentages in Part IV.

Part IV—Supplemental
Information Required To Be
Reported
Enter any information asked for in Part I,
Part II, or Part III that must be reported in
detail. Identify the applicable part number
and column next to the information
entered in Part IV.

Page 10 of 14

Instructions for Form 8865

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Privacy Act and Paperwork Reduction Act Notice. We ask for the information on this form and its schedules to carry out the
Internal Revenue laws of the United States. Sections 6038, 6038B, and 6046A require you to provide this information. Section 6109
requires filers and paid preparers to provide their identifying numbers. Failure to provide all of the requested information in a timely
manner or providing false information may subject you to penalties.
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. However, section 6103 allows or requires the Internal Revenue Service to disclose or give
such information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S.
commonwealths and possessions for use in administering their tax laws. We may also disclose this information to other countries
under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and
intelligence agencies to combat terrorism.
The time needed to complete and file this form and related schedule will vary depending on individual circumstances. The
estimated burden for individual taxpayers filing this form is approved under OMB control number 1545 – 0074 and is included in the
estimates shown in the instructions for their individual income tax return. The estimated burden for all other taxpayers who file this
form is shown below.
Form

Recordkeeping

8865
Schedule K-1 (Form 8865)
Schedule O (Form 8865)
Schedule P (Form 8865)

66 hr., 58 min.
13 hr., 38 min.
12 hr., 12 min.
5 hr., 15 min.

Learning about the
law or the form

Preparing, copying, assembling, and
sending the form to the IRS

23 hr., 11 min.
41 min.
2 hr., 22 min.
35 min.

36 hr., 5 min.
57 min.
2 hr., 41 min.
42 min.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form and related
schedules simpler, we would be happy to hear from you. See the instructions for the tax return with which this form is filed. If you do
not have to file a tax return, see the instructions for the return you would be required to file.

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.

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 (Schedule B, line 1a); all other income
reported on Schedule B, lines 4 through 7; income
reported on Schedule K, lines 3a, 5, 6a, and 7;
income or net gain reported on Schedule K, lines 8,
9a, 10, and 11; 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 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 F6. Also enter a brief
description of the business activity in Item F7.

Code

Code

Code

Code

Agriculture, Forestry, Fishing
and Hunting

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

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)

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)

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

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

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

-10-

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Codes for Principal Business Activity and Principal Product or Service (continued)
Code

Code

Code

Code

316990 Other Leather & Allied
Product Mfg
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
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

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

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)

Wholesale Trade
Merchant Wholesalers, Durable
Goods
423100 Motor Vehicle & Motor
Vehicle Parts & Supplies
423200 Furniture & Home
Furnishings
423300 Lumber & Other Construction
Materials
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

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
445120 Convenience Stores
445210 Meat Markets
445220 Fish & Seafood Markets
445230 Fruit & Vegetable Markets
445291 Baked Goods Stores
445292 Confectionery & Nut Stores
445299 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

-11-

Transportation and
Warehousing
Air, Rail, and Water Transportation
481000 Air Transportation
482110 Rail Transportation
483000 Water Transportation
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

Page 12 of 14

Instructions for Form 8865

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Codes for Principal Business Activity and Principal Product or Service (continued)
Code

Code

Code

Code

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
mini-warehouses &
self-storage units)

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, U.S.
Income Tax Return for
Regulated Investment
Companies)
525920 Trusts, Estates, & Agency
Accounts
525990 Other Financial Vehicles
(including mortgage REITs
and closed-end investment
funds)
“Offices of Bank Holding Companies”
and “Offices of Other Holding
Companies” are located under
Management of Companies (Holding
Companies) below.

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)

Administrative and Support
and Waste Management and
Remediation Services

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, and
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)

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

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
Mini-warehouses) (including
equity REITs)
531130 Lessors of Mini-warehouses
& Self-Storage Units
(including equity REITs)
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

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
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

-12-

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
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

Page 13 of 14

Instructions for Form 8865

12:24 - 11-JAN-2010

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

Code

Code

Code

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

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)

722410 Drinking Places (Alcoholic
Beverages)

Personal and Laundry Services
812111 Barber Shops
812112 Beauty Salons
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, & Similar
Organizations (including
condominium and
homeowners associations)

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

Accommodation and Food
Services
Accommodation
721110 Hotels (except Casino Hotels)
& Motels
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)

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

-13-

Page 14 of 14

Instructions for Form 8865

12:24 - 11-JAN-2010

The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.

Index

10% interest . . . . . . . . . . . . . . . . . . 4
50% interest . . . . . . . . . . . . . . . . . . 4
A
Acquisitions . . . . . . . . . . . . . . . . . . . 2
Analysis of partners’ capital
accounts . . . . . . . . . . . . . . . . . . . . 7
B
Balance sheets per books . . . . . . 7
C
Categories of Filers . . . . . . . . . . . . 1
Category 1 filer . . . . . . . . . 1, 5, 6
Category 2 filer . . . . . . . . . . . . 2, 5
Category 3 filer . . . . . . . . . 2, 5, 6
Category 4 filer . . . . . . . . . . . . 2, 5
Change in a Proportional
Interest . . . . . . . . . . . . . . . . . . . . . 4

Changes in Proportional
Interests . . . . . . . . . . . . . . . . . . . .
Consolidated Return . . . . . . . . . . .
Constructive Ownership . . . . . . . .
Control of a Corporation . . . . . . .
Corrections to Form 8865 . . . . . .

2
5
4
4
4

D
Definitions . . . . . . . . . . . . . . . . . . . . 3
Dispositions . . . . . . . . . . . . . . . . . . . 2
E
Exceptions to Filing . . . . . . . . . . . . 2
F
Foreign Address . . . . . . . . . . . . . . . 5
Foreign Partnership . . . . . . . . . . . 4
G
General Reporting Instructions for
Schedule K-1 . . . . . . . . . . . . . . . 7

H
Hyperinflationary Exception . . . . 5
I
Identifying Numbers and
Addresses . . . . . . . . . . . . . . . . . . 5

Schedules K and K-1 – Partners’
Shares of Income, Deductions,
Credits, Etc. . . . . . . . . . . . . . . . . . 6
T
Tax Year . . . . . . . . . . . . . . . . . . . . . . 4
Treaty-based Return
Positions . . . . . . . . . . . . . . . . . . . . 4

P
Partnership . . . . . . . . . . . . . . . . . . . 3
Penalties . . . . . . . . . . . . . . . . . . . . . . 4
Purpose of Form . . . . . . . . . . . . . . 1

U
U.S. Person . . . . . . . . . . . . . . . . . . . 4

R
Relief for Category 1 and 2
filers . . . . . . . . . . . . . . . . . . . . . . . . 3

W
When To File . . . . . . . . . . . . . . . . . . 3
Who Must File . . . . . . . . . . . . . . . . . 1

S
Schedule B – Income
Statement – Trade or Business
Income . . . . . . . . . . . . . . . . . . . . . 6

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