Form 8308 Report of a Sale or Exchange of Certain Partnership Inte

Form

8308

Report of a Sale or Exchange of
Certain Partnership Interests

(Rev. October 2005)
Department of the Treasury
Internal Revenue Service

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OMB No. 1545-0941

Please print or type.

Name of partnership

Telephone number

(

Employer identification number

)

Number, street, and room or suite no. If a P.O. box, see instructions.

City or town, state, and ZIP code

Part I

Transferor Information (Beneficial owner of the partnership interest immediately before the transfer of that
interest)

Name

Identifying number

Number and street (including apt. no.)

City or town, state, and ZIP code

Notice to Transferors: The information on this form has been supplied to the Internal Revenue Service. The transferor in a section 751(a)
exchange is required to treat a portion of the gain realized from the exchange as ordinary income. For more details, see Pub. 541, Partnerships.
Statement by Transferor: The transferor in a section 751(a) exchange is required under Regulations section 1.751-1(a)(3) to attach a
statement relating to the sale or exchange to his or her return. See Instructions to Transferors for more details.

Part II

Transferee Information (Beneficial owner of the partnership interest immediately after the transfer of that
interest)

Name

Identifying number

Number and street (including apt. no.)

City or town, state, and ZIP code

Part III Date of Sale or Exchange of Partnership Interest
Sign Here Only if You
Are Filing This Form by
Itself and Not With Form
1065 or Form 1065-B

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/

/

Under penalties of perjury, I declare that I have examined this return, including accompanying attachments, and to the best of my
knowledge and belief, it is true, correct, and complete.

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Signature of general partner or limited liability company member

General Instructions
Section references are to the Internal
Revenue Code unless otherwise noted.
Purpose of Form. Form 8308 is filed by a
partnership to report the sale or exchange
by a partner of all or part of a partnership
interest where any money or other property
received in exchange for the interest is
attributable to unrealized receivables or
inventory items (that is, where there has
been a section 751(a) exchange).
Who Must File. A partnership must file a
separate Form 8308 for each section
751(a) exchange of an interest in such
partnership. See Regulations section
1.6050K-1.
Note: Form 8308 does not have to be filed
if, under section 6045, Form 1099-B,
Proceeds From Broker and Barter
Exchange Transactions, is required to be
filed with respect to the sale or exchange.
A partnership must file Form 8308 once
the partnership has notice of the section
751(a) exchange. The partnership has such
notice when either:

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Date

1. The partnership receives written
notification of the exchange from the
transferor that includes the names and
addresses of both parties to the exchange,
the identifying numbers of the transferor
and (if known) of the transferee, and the
date of the exchange; or
2. The partnership has knowledge that
there has been a transfer of a partnership
interest and, at the time of the transfer, the
partnership had any unrealized receivables
or inventory items.
No returns or statements are required
under section 6050K if the transfer was not
a section 751(a) exchange. For example, a
transfer which in its entirety constitutes a
gift for federal income tax purposes is not
a section 751(a) exchange.
A partnership may rely on a written
statement from the transferor that the
transfer was not a section 751(a) exchange
unless the partnership has knowledge to
the contrary. If a partnership is in doubt
whether partnership property constitutes
unrealized receivables or inventory items or
whether a transfer constitutes a section
751(a) exchange, the partnership may file
Form 8308 to avoid the risk of incurring a
penalty for failure to file.

When To File. Generally, file Form 8308 as
an attachment to Form 1065 or Form
1065-B for the tax year of the partnership
that includes the last day of the calendar
year in which the section 751(a) exchange
took place. Form 8308 is due at the time
for filing the partnership return, including
extensions.
If, however, a partnership is notified of a
section 751(a) exchange after it has filed
its partnership return, file Form 8308
separately, within 30 days of notification,
with the service center where Form 1065
or Form 1065-B was filed.
Copies of Form 8308 To Be Furnished to
Transferor and Transferee. All
partnerships required to file Form 8308
must furnish a copy of the form to each
transferor and transferee by January 31 of
the year following the calendar year in
which the section 751(a) exchange
occurred or, if later, 30 days after the
partnership has notice of the exchange.
If the partnership does not know the
identity of the beneficial owner of an
interest in the partnership, the record
holder of the interest is treated as the
transferor or transferee.

Cat. No. 62503I

Form

8308

(Rev. 10-2005)

Form 8308 (Rev. 10-2005)

Note: The transferor of the interest is
required to notify the partnership of the
exchange of the partnership interest unless,
under section 6045, Form 1099-B is
required to be filed.
Form 8308 must generally be prepared
prior to the time it must be attached to the
partnership return and sent to the IRS. This
will allow the timely furnishing of Forms
8308 to the transferor and transferee.

Instructions to Transferors
This form alerts transferors that they are
required to treat a portion of the gain
realized from a section 751(a) exchange as
ordinary income. For more details, see
Pub. 541.
Separate Statement Required by
Transferor. The transferor is required by
Regulations section 1.751-1(a)(3) to attach
a statement to the transferor’s income tax
return for the tax year of the sale or
exchange with the following information:
1. The date of the sale or exchange.
2. The amount of any gain or loss
attributable to the section 751 property.
3. The amount of any gain or loss
attributable to capital gain or loss on the
sale of the partnership interest.

Instructions to Partnerships
Section 751(a) Exchange. A section 751(a)
exchange occurs when money or any
property is exchanged for all or part of a
partnership interest that is attributable to
unrealized receivables or inventory items.
Generally, any sale or exchange of a
partnership interest (or any portion) at a
time when the partnership has any
unrealized receivables or inventory items is
a section 751(a) exchange.
Unrealized Receivables. Unrealized
receivables, to the extent not previously
includible in income under the
partnership’s accounting method, are any
rights to payment for:
1. Goods delivered or to be delivered, to
the extent that the payment would be
treated as received for property other than
a capital asset, and
2. Services rendered or to be rendered.
Unrealized receivables also include the
amount of gain that would be ordinary
income if any of the following types of
partnership property were sold on the date
of the section 751(a) exchange:
● Mining property (section 617(f)(2)).
● Stock in an interest charge domestic
international sales corporation (section
992(a)).
● Farm recapture property or farm land
(section 1252(a)).

Page

● Franchises, trademarks, or trade names
(section 1253(a)).
● Oil, gas, or geothermal property (section
1254).
● Stock of a controlled foreign corporation
(section 1248).
● Section 1245 property.
● Section 1245 recovery property.
● Section 1250 property.
● Market discount bonds (section 1278).
● Short-term governmental obligations
(section 1283).
● Other short-term obligations (section
1283(c)).
Inventory Items. Inventory items are not
just stock in trade of the partnership. They
also include:
● Any properties that would be included in
inventory if on hand at the end of the tax
year or that are held primarily for sale to
customers in the normal course of
business.
● Any asset that is not a capital asset or is
not treated as a capital asset.
● Any other property held by the
partnership that would be considered
inventory if held by the transferor partner.
● Any trade receivables of accrual method
partnerships.
Tiered Partnerships. In determining
whether partnership property is an
unrealized receivable or an inventory item,
the partnership is treated as owning its
proportionate share of the property of any
other partnership in which it is a partner.
See section 751(f).
Penalty for Late Filing of Correct Form
8308. A penalty may be imposed for failing
to file each Form 8308 when due, including
extensions. The penalty may also be
imposed for failing to include all required
information on Form 8308 or for furnishing
incorrect information. The penalty is based
on when the partnership files a correct
Form 8308. Generally, the penalty is:
● $15 per Form 8308 if the partnership
correctly files within 30 days of the due
date.
● $50 per Form 8308 if the partnership
files more than 30 days after the due date
or does not file correct Forms 8308.
If the partnership intentionally disregards
the requirement to report correct
information, the penalty per Form 8308 is
increased to $100.
The penalty will not apply to any failure
that the partnership can show was due to
reasonable cause and not willful neglect.

2

For more details, see sections 6721 and
6724.
Penalty for Failure To Furnish Correct
Forms 8308 to Transferor and
Transferee. A penalty of $50 may be
imposed for each failure to furnish when
due a copy of Form 8308 to either party to
the exchange. The penalty may also be
imposed for each failure to give the
transferor or transferee all required
information on each Form 8308 or for
furnishing incorrect information. If the
partnership intentionally disregards the
requirement to report correct information,
each $50 penalty is increased to $100. The
penalty will not apply to any failure that the
partnership can show was due to
reasonable cause and not willful neglect.
See sections 6722 and 6724 for more
details.
Partnership Address. Include the suite,
room, or other unit number after the street
address. If the Post Office does not deliver
mail to the street address and the
partnership has a P.O. box, show the box
number instead.
Paperwork Reduction Act Notice. We
ask for the information on this form to
carry out the Internal Revenue laws of the
United States. You are required to give us
the information. We need it to ensure that
you are complying with these laws and to
allow us to figure and collect the right
amount of tax.
You are not required to provide the
information requested on a form that is
subject to the Paperwork Reduction Act
unless the form displays a valid OMB
control number. Books or records relating
to a form or its instructions must be
retained as long as their contents may
become material in the administration of
any Internal Revenue law. Generally, tax
returns and return information are
confidential, as required by section 6103.
The time needed to complete and file
this form will vary depending on individual
circumstances. The estimated average time
is:
Recordkeeping
2 hr., 23 min.
Learning about
the law or the form
2 hr., 23 min.
Preparing and sending
the form to the IRS
2 hr., 32 min.
If you have comments concerning the
accuracy of these time estimates or
suggestions for making these forms
simpler, we would be happy to hear from
you. You can write to the Internal Revenue
Service, Tax Products Coordinating
Committee, SE:W:CAR:MP:T:T:SP, 1111
Constitution Ave. NW, IR-6406,
Washington, DC 20224. Do not send the
tax form to this address. Instead, see
When To File on page 1.