Form 8288, U.S. Withholding Tax Return for Dispositions by Foreign Persons of U.S. Real Property Interests

Instructions for Form 8288

Department of the Treasury
Internal Revenue Service

(Rev. June 2011)

U.S. Withholding Tax Return for Dispositions by Foreign Persons of U.S. Real
Property Interests
Section references are to the Internal
Revenue Code unless otherwise noted.

General Instructions
Purpose of Form
A withholding obligation under section
1445 is generally imposed on the buyer or
other transferee (withholding agent) when
a U.S. real property interest is acquired
from a foreign person. The withholding
obligation also applies to foreign and
domestic corporations, qualified
investment entities, and the fiduciary of
certain trusts and estates. This
withholding serves to collect U.S. tax that
may be owed by the foreign person. Use
this form to report and transmit the
amount withheld.
You are not required to withhold if
TIP any of the exceptions apply. See
Exceptions, later.

Who Must File
A buyer or other transferee of a U.S. real
property interest, and a corporation,
qualified investment entity, or fiduciary
that is required to withhold tax, must file
Form 8288 to report and transmit the
amount withheld. If two or more persons
are joint transferees, each is obligated to
withhold. However, the obligation of each
will be met if one of the joint transferees
withholds and transmits the required
amount to the IRS.
Do not use Forms 8288 and 8288-A
for the following distributions.
1. A distribution of effectively
connected income by a publicly traded
partnership is subject to the withholding
requirements of section 1446.
2. A distribution from a trust that is
regularly traded on an established
securities market is subject to section
1445, but is not reported on Forms 8288
and 8288-A, Statement of Withholding on
Dispositions by Foreign Persons of U.S.
Real Property Interests.
3. A distribution by a qualified
investment entity to a nonresident alien or
a foreign corporation is treated as a
dividend and is not subject to withholding
under section 1445 as a gain from the
sale or exchange of a U.S. real property
interest if:
a. The distribution is on stock
regularly traded on a securities market in
the United States, and
b. The alien or corporation did not
own more than 5% of that stock at any
time during the 1-year period ending on
the date of the distribution.
Aug 08, 2011

Use Form 1042, Annual Withholding
Tax Return for U.S. Source Income of
Foreign Persons, and Form 1042-S,
Foreign Person’s U.S. Source Income
Subject to Withholding, to report and pay
over the withheld amounts.

Amount To Withhold
Generally, you must withhold 10% of the
amount realized on the disposition by the
transferor (see Definitions, later).
See Entities Subject to Section
1445(e), later for information about when
withholding at 35% is required. Also see
Withholding certificate issued by the IRS,
later for information about applying for
reduction or elimination of withholding.
Joint transferors. If one or more
foreign persons and one or more U.S.
persons jointly transfer a U.S. real
property interest, you must determine the
amount subject to withholding in the
following manner.
1. Allocate the amount realized from
the transfer among the transferors based
on their capital contribution to the
property. For this purpose, a husband and
wife are treated as having contributed
50% each.
2. Withhold on the total amount
allocated to foreign transferors.
3. Credit the amount withheld among
the foreign transferors as they mutually
agree. The transferors must request that
the withholding be credited as agreed
upon by the 10th day after the date of
transfer. If no agreement is reached,
credit the withholding by evenly dividing it
among the foreign transferors.

When To File
A transferee must file Form 8288 and
transmit the tax withheld to the IRS by the
20th day after the date of transfer.
You must withhold even if an
application for a withholding certificate is
or has been submitted to the IRS on the
date of transfer. However, you do not
have to file Form 8288 and transmit the
withholding until the 20th day after the
day the IRS mails you a copy of the
withholding certificate or notice of denial.
But if the principal purpose for filing the
application for a withholding certificate
was to delay paying the IRS the amount
withheld, interest and penalties will apply
to the period beginning on the 21st day
after the date of transfer and ending on
the day full payment is made.
Installment payments. You must
withhold the full amount at the time of the
first installment payment. If you cannot
Cat. No. 57528F

because the payment does not involve
sufficient cash or other liquid assets, you
may obtain a withholding certificate from
the IRS. See the instructions for Form
8288-B, Application for Withholding
Certificate for Dispositions by Foreign
Persons of U.S. Real Property Interests,
for more information.

Where To File
Send Form 8288 with the amount
withheld, and copies A and B of Form(s)
8288-A to the Ogden Service Center,
P.O. Box 409101, Ogden, UT 84409.

Forms 8288-A Must Be
Attached
Anyone who completes Form 8288 must
also complete a Form 8288-A for each
person subject to withholding. Copies A
and B of Form 8288-A must be attached
to Form 8288. Copy C is for your records.
Multiple Forms 8288-A related to a
transaction can be filed with one Form
8288. You are not required to furnish a
copy of Form 8288 or 8288-A directly to
the transferor.
The IRS will stamp Copy B of each
Form 8288-A and will forward the
stamped copy to the foreign person
subject to withholding at the address
shown on Form 8288-A. To receive credit
for the withheld amount, the transferor
generally must attach the stamped Copy
B of Form 8288-A to a U.S. income tax
return (for example, Form 1040NR, U.S.
Nonresident Alien Income Tax Return, or
1120-F, U.S. Income Tax Return of a
Foreign Corporation) or application for
early refund filed with the IRS.
Transferor’s TIN missing. If you do not
have the transferor’s taxpayer
identification number (TIN), you still must
file Forms 8288 and 8288-A. A stamped
copy of Form 8288-A will not be provided
to the transferor if the transferor’s TIN is
not included on that form. The IRS will
send a letter to the transferor requesting
the TIN and providing instructions for how
to get a TIN. When the transferor
provides the IRS with a TIN, the IRS will
provide the transferor with a stamped
Copy B of Form 8288-A.

Penalties
Under section 6651, penalties apply for
failure to file Form 8288 when due and for
failure to pay the withholding when due.
In addition, if you are required to but do
not withhold tax under section 1445, the
tax, including interest, may be collected
from you. Under section 7202, you may
be subject to a penalty of up to $10,000
for willful failure to collect and pay over

the tax. Corporate officers or other
responsible persons may be subject to a
penalty under section 6672 equal to the
amount that should have been withheld
and paid over to the IRS.

Definitions
Transferee. Any person, foreign or
domestic, that acquires a U.S. real
property interest by purchase, exchange,
gift, or any other transfer.
Transferor. For purposes of this
withholding, this means any foreign
person that disposes of a U.S. real
property interest by sale, exchange, gift,
or any other disposition. A disregarded
entity cannot be the transferor for
purposes of section 1445. Instead, the
person considered as owning the assets
of the disregarded entity for federal tax
purposes is regarded as the transferor. A
disregarded entity for these purposes
means an entity that is disregarded as an
entity separate from its owner under
Regulations section 301.7701-3, a
qualified real estate investment trust
subsidiary as defined in section 856(i), or
a qualified subchapter S subsidiary under
section 1361(b)(3)(B).
Qualified substitute. For this purpose,
a qualified substitute is (a) the person
(including any attorney or title company)
responsible for closing the transaction,
other than the transferor’s agent, and (b)
the transferee’s agent.
Withholding agent. For purposes of this
return, this means the buyer or other
transferee who acquires a U.S. real
property interest from a foreign person.
Foreign person. A nonresident alien
individual, a foreign corporation that does
not have a valid election under section
897(i) to be treated as a domestic
corporation, a foreign partnership, a
foreign trust, or a foreign estate. A
resident alien individual is not a foreign
person.
U.S. real property interest. Any
interest, other than an interest solely as a
creditor, in:
1. Real property located in the United
States or the U.S. Virgin Islands.
2. Certain personal property
associated with the use of real property.
3. A domestic corporation, unless it is
shown that the corporation was not a U.S.
real property holding corporation during
the previous 5 years (or during the period
in which the transferor held the interest, if
shorter).
A U.S. real property interest does not
include:
1. An interest in a domestically
controlled qualified investment entity.
2. An interest in a corporation that has
disposed of all its U.S. real property
interests in transactions in which the full
amount of any gain was recognized as
provided in section 897(c)(1)(B).
3. An interest in certain publicly traded
corporations, partnerships, and trusts.

See Regulations sections 1.897-1 and
-2 for more information. Also see
Transferred property that is not a U.S.
real property interest, later.
Qualified investment entity. A qualified
investment entity is:
• A real estate investment trust (REIT),
and
• A regulated investment company (RIC)
that is a U.S. real property holding
corporation.
For more information, see Pub. 515,
Withholding of Tax on Nonresident Aliens
and Foreign Entities.
Domestically controlled qualified
investment entity. A qualified
investment entity is domestically
controlled if at all times during the testing
period less than 50% in value of its stock
was held, directly or indirectly, by foreign
persons. The testing period is the shorter
of (a) the 5-year period ending on the
date of the disposition (or distribution), or
(b) the period during which the entity was
in existence.
Amount realized. The sum of the cash
paid or to be paid (not including interest
or original issue discount), the fair market
value of other property transferred or to
be transferred, and the amount of any
liability assumed by the transferee or to
which the U.S. real property interest is
subject immediately before and after the
transfer. Generally, the amount realized
for purposes of this withholding is the
sales or contract price.
Date of transfer. The first date on which
consideration is paid or a liability is
assumed by the transferee. However, for
purposes of sections 1445(e)(2), (3), and
(4), and Regulations sections
1.1445-5(c)(1)(iii) and 1.1445-5(c)(3), the
date of transfer is the date of distribution
that creates the obligation to withhold.
Payment of consideration does not
include the payment before passage of
legal or equitable title of earnest money
(other than pursuant to an initial purchase
contract), a good-faith deposit, or any
similar amount primarily intended to bind
the parties to the contract and subject to
forfeiture. A payment that is not forfeitable
may also be considered earnest money, a
good-faith deposit, or a similar sum.
You are not required to withhold if any of
the following applies.
Purchase of residence for $300,000 or
less. One or more individuals acquire
U.S. real property for use as a residence
and the amount realized (sales price) is
not more than $300,000. A U.S. real
property interest is acquired for use as a
residence if you or a member of your
family has definite plans to reside in the
property for at least 50% of the number of
days the property is used by any person
during each of the first two 12-month
periods following the date of transfer. Do
not take into account the number of days
the property will be vacant in making this
determination. No form or other document
is required to be filed with the IRS for this

exception; however, if you do not in fact
use the property as a residence, the
withholding tax may be collected from
you.
This exception applies whether or not
the transferor (seller) is an individual,
partnership, trust, corporation, or other
transferor. However, this exception does
not apply if the actual transferee (buyer)
is not an individual, even if the property is
acquired for an individual.
Transferor not a foreign person. You
receive a certification of nonforeign status
from the transferor, signed under
penalties of perjury, stating that the
transferor is not a foreign person and
containing the transferor’s name,
address, and identification number (social
security number (SSN) or employer
identification number (EIN)). The
transferor can give the certification to a
qualified substitute (defined on this page).
The qualified substitute gives you a
statement, under penalties of perjury, that
the certification is in the qualified
substitute’s possession. If you receive a
certification (or statement), the
withholding tax cannot be collected from
you unless you knew that the certification
(or statement) was false or you received a
notice from your agent, the transferor’s
agent, or the qualified substitute that it
was false. The certification must be
signed by the individual, a responsible
officer of a corporation, a general partner
of a partnership, or the trustee, executor,
or fiduciary of a trust or estate.
A disregarded entity may not certify
that it is the transferor for U.S. tax
purposes. Rather, the owner of the
disregarded entity is treated as the
transferor of the property and must
provide the certificate of nonforeign status
to avoid withholding under section 1445.
A foreign corporation electing to be
treated as a domestic corporation under
section 897(i) must attach to the
certification a copy of the
acknowledgment of the election received
from the IRS. The acknowledgment must
state that the information required by
Regulations section 1.897-3 has been
determined to be complete. If the
acknowledgment is not attached, you may
not rely on the certification. Keep any
certification of nonforeign status you
receive in your records for 5 years after
the year of transfer.
You may also use other means to
determine that the transferor is not a
foreign person. But if you do, and it is
later determined that the transferor is a
foreign person, the withholding tax may
be collected from you.
Late notice of false certification. If,
after the date of transfer, you receive a
notice from your agent, the transferor’s
agent, or the qualified substitute that the
certification of nonforeign status is false,
you do not have to withhold on
consideration paid before you received
the notice. However, you must withhold
the full 10% of the amount realized from

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Instructions for Form 8288 (Rev. 6-2011)

Exceptions

any consideration that remains to be paid,
if possible. You must do this by
withholding and paying over the entire
amount of each successive payment of
consideration until the full 10% has been
withheld and paid to the IRS. These
amounts must be reported and
transmitted to the IRS by the 20th day
following the date of each payment.
Transferred property that is not a U.S.
real property interest. You acquire an
interest in property that is not a U.S. real
property interest (defined under U.S. real
property interest, earlier). A U.S. real
property interest includes certain interests
in U.S. corporations, as well as direct
interests in real property and certain
associated personal property.
No withholding is required on the
acquisition of an interest in a domestic
corporation if (a) any class of stock of the
corporation is regularly traded on an
established securities market, or (b) the
transferee receives a statement issued by
the corporation that the interest is not a
U.S. real property interest, unless you
know that the statement is false or you
receive a notice from your agent or the
transferor’s agent that the statement is
false. A corporation’s statement may be
relied on only if it is dated not more than
30 days before the date of transfer.
Late notice of false statement. If,
after the date of transfer, you receive a
notice that the statement is false, see
Late notice of false certification, earlier.
Generally, no withholding is required
on the acquisition of an interest in a
foreign corporation. However, withholding
may be required if the foreign corporation
has made the election under section
897(i) to be treated as a domestic
corporation.
Transferor’s nonrecognition of gain or
loss. You may receive a notice from the
transferor signed under penalties of
perjury stating that the transferor is not
required to recognize gain or loss on the
transfer because of a nonrecognition
provision of the Internal Revenue Code
(see Temporary Regulations section
1.897-6T(a)(2)) or a provision in a U.S.
tax treaty. You may rely on the
transferor’s notice unless (a) only part of
the gain qualifies for nonrecognition or (b)
you know or have reason to know that the
transferor is not entitled to the claimed
nonrecognition treatment.
No particular form is required for this
notice. By the 20th day after the date of
transfer, you must send a copy of the
notice of nonrecognition (with a cover
letter giving your name, address, and
identification number) to the Ogden
Service Center, P.O. Box 409101, Ogden,
UT 84409. See Regulations section
1.1445-2(d)(2) for more information on
the transferor’s notice of nonrecognition.
Note. A notice of nonrecognition cannot
be used for the exclusion from income
under section 121, like-kind exchanges
that do not qualify for nonrecognition
treatment in their entirety, and deferred

like-kind exchanges that have not been
completed when it is time to file Form
8288. In these cases, a withholding
certificate issued by the IRS, as described
next, must be obtained.

Instructions for Form 8288 (Rev. 6-2011)

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Withholding certificate issued by the
IRS. A withholding certificate may be
issued by the IRS to reduce or eliminate
withholding on dispositions of U.S. real
property interests by foreign persons.
Either a transferee or transferor may
apply for the certificate. The certificate
may be issued if:
• Reduced withholding is appropriate
because the 10% or 35% amount
exceeds the transferor’s maximum tax
liability,
• The transferor is exempt from U.S. tax
or nonrecognition provisions apply, or
• The transferee or transferor enters into
an agreement with the IRS for the
payment of the tax.
An application for a withholding
certificate must comply with the
provisions of Regulations sections
1.1445-3 and 1.1445-6 and Rev. Proc.
2000-35, 2000-35 I.R.B. 211. You can
find Rev. Proc. 2000-35 on page 211 of
Internal Revenue Bulletin 2000-35 at
http://www.irs.gov/pub/irs-irbs/irb00-35.
pdf. In certain cases, you may use Form
8288-B to apply for a withholding
certificate. The IRS will normally act on an
application by the 90th day after a
complete application is received.
If you receive a withholding certificate
from the IRS that excuses withholding,
you are not required to file Form 8288.
However, if you receive a withholding
certificate that reduces (rather than
eliminates) withholding, there is no
exception to withholding, and you are
required to file Form 8288. Attach a copy
of the withholding certificate to Form
8288. See When To File, earlier for more
information.
No consideration paid. The amount
realized by the transferor is zero (for
example, the property is transferred as a
gift and the recipient does not assume
any liabilities or furnish any other
consideration to the transferor).
Options to acquire U.S. real property
interests. An amount is realized by the
grantor on the grant or lapse of an option
to acquire a U.S. real property interest.
However, withholding is required on the
sale, exchange, or exercise of an option.
Property acquired by a governmental
unit. The property is acquired by the
United States, a U.S. state or possession
or political subdivision, or the District of
Columbia.
For rules that apply to foreclosures,
see Regulations section 1.1445-2(d)(3).
Applicable wash sale transaction. A
distribution from a domestically controlled
qualified investment entity is treated as a
distribution of a U.S. real property interest
only because an interest in the entity was
disposed of in an applicable wash sale
transaction. See section 897(h)(5).

Late Filing of Certification or
Notices
You may be eligible for relief for a late
filing if a statement or notice was not
provided to the relevant person or the IRS
by the specified deadline and if you have
reasonable cause for the failure to make
a timely filing. Once you become aware
that you have failed to timely file certain
certificates or notices, you must file the
required certification or notice with the
appropriate person or the IRS. Also
include the following.
• A statement at the top of the
document(s) that it is “FILED PURSUANT
TO REV. PROC. 2008-27.”
• An explanation describing why the
failure was due to reasonable cause.
Within the explanation, provide that you
filed with, or obtained from, an
appropriate person the required
certification or notice.
The completed certification or notice
attached to the explanation must be sent
to the Ogden Service Center, P.O. Box
409101, Ogden, UT 84409.
For more information, see Rev. Proc.
2008-27, 2008-21 I.R.B. 1014, available
at http://www.irs.gov/irb/2008-21_IRB/
ar14.html.

Liability of Agents
If you (or the qualified substitute) received
(a) a transferor’s certification of
nonforeign status or (b) a corporation’s
statement that an interest is not a U.S.
real property interest, and the transferee’s
or transferor’s agent, or the substitute,
knows the document is false, the agent
(or substitute) must notify you. If
notification is not provided, the agent (or
substitute) will be liable for the tax that
should have been withheld, but only to
the extent of the agent’s (or substitute’s)
compensation from the transaction.
If you (or the substitute) receive a
notice of false certification or statement
from your agent, the transferor’s agent, or
qualified substitute, you must withhold tax
as if you had not received a certification
or statement. See Late notice of false
certification, earlier.
An “agent” is any person who
represents the transferor or transferee in
any negotiation with another person (or
another person’s agent) relating to the
transaction or in settling the transaction.
For purposes of section 1445(e), a
transferor’s or transferee’s agent is any
person who represents or advises an
entity, a holder of an interest in an entity,
or a fiduciary with respect to the planning,
arrangement, or completion of a
transaction described in sections
1445(e)(1) through (4).
A person is not treated as an agent if
the person only performs one or more of
the following acts in connection with the
transaction:
1. Receiving and disbursing any part
of the consideration.
2. Recording any document.

3. Typing, copying, and other clerical
tasks.
4. Obtaining title insurance reports
and reports concerning the condition of
the property.
5. Transmitting documents between
the parties.
6. Functioning exclusively in his or her
capacity as a representative of a
condominium association or cooperative
housing corporation. This exemption
includes the board of directors, the
committee, or other governing body.

Entities Subject to Section
1445(e)
Withholding is required on certain
distributions and other transactions by
domestic or foreign corporations, qualified
investment entities, trusts, and estates. A
domestic trust or estate must withhold
35% of the amount distributed to a foreign
beneficiary from a “U.S. real property
interest account” that it is required to
establish under Regulations section
1.1445-5(c)(1)(iii). A foreign corporation
that has not made the election under
section 897(i) must withhold 35% of the
gain it recognizes on the distribution of a
U.S. real property interest to its
shareholders. Certain domestic
corporations are required to withhold tax
on distributions to foreign shareholders.
No withholding is required on the
transfer of an interest in a domestic
corporation if any class of stock of the
corporation is regularly traded on an
established securities market. Also, no
withholding is required on the transfer of
an interest in a publicly traded partnership
or trust.
No withholding will be required with
respect to an interest holder if the entity
or fiduciary receives a certification of
nonforeign status from the interest holder.
An entity or fiduciary may also use other
means to determine that an interest
holder is not a foreign person, but if it
does so and it is later determined that the
interest holder is a foreign person, the
withholding may be collected from the
entity or fiduciary.

Section 1445(e)(1) Transactions
Partnerships. A domestic partnership
that is not publicly traded must withhold
tax under section 1446 on effectively
connected income allocated to its foreign
partners and must file Form 8804, Annual
Return for Partnership Withholding Tax
(Section 1446), and Form 8805, Foreign
Partner’s Information Statement of
Section 1446 Withholding Tax. A publicly
traded partnership or nominee generally
must withhold tax under section 1446 on
distributions to its foreign partners and
must file Forms 1042 and 1042-S.
Because a domestic partnership that
disposes of a U.S. real property interest is
required to withhold under section 1446, it
is not required to withhold under section
1445(e)(1).
Trusts and estates. If a domestic trust
or estate disposes of a U.S. real property

interest, the amount of gain realized must
be paid into a separate “U.S. real property
interest account.” For these purposes, a
domestic trust is one that does not make
the “large trust election” (explained
below), is not a qualified investment
entity, and is not publicly traded. The
fiduciary must withhold 35% of the
amount distributed to a foreign person
from the account during the tax year of
the trust or estate in which the disposition
occurred. The withholding must be paid
over to the IRS within 20 days of the date
of distribution. Special rules apply to
grantor trusts. See Regulations section
1.1445-5 for more information and how to
compute the amount subject to
withholding.
Large trust election. Trusts with
more than 100 beneficiaries may make an
election to withhold upon distribution
rather than at the time of transfer. The
amount to be withheld from each
distribution is 35% of the amount
attributable to the foreign beneficiary’s
proportionate share of the current balance
of the trust’s section 1445(e)(1) account.
This election does not apply to any
qualified investment entity or to any
publicly traded trust. Special rules apply
to large trusts that make recurring sales
of growing crops and timber.
A trust’s section 1445(e)(1) account is
the total net gain realized by the trust on
all section 1445(e)(1) transactions after
the date of the election, minus the total of
all distributions made by the trust after the
date of the election from such total net
gain. See Regulations section
1.1445-5(c)(3) for more information.

Section 1445(e)(2) Transactions
A foreign corporation that distributes a
U.S. real property interest must generally
withhold 35% of the gain recognized by
the corporation. No withholding or
reduced withholding is required if the
corporation receives a withholding
certificate from the IRS.

Section 1445(e)(3) Transactions
Generally, a domestic corporation that
distributes any property to a foreign
person that holds an interest in the
corporation must withhold 10% of the fair
market value of the property distributed if:
1. The foreign person’s interest in the
corporation is a U.S. real property interest
under section 897, and
2. The property is distributed in
redemption of stock under section 302, in
liquidation of the corporation under
sections 331 through 341, or with respect
to stock under section 301 that is not
made out of the earnings and profits of
the corporation.
No withholding or reduced withholding
is required if the corporation receives a
withholding certificate from the IRS.

Section 1445(e)(4) Transactions
No withholding is required under section
1445(e)(4), relating to certain taxable
distributions by domestic or foreign

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partnerships, trusts, and estates, until the
effective date of a Treasury Decision
under section 897(e)(2)(B)(ii) and (g).

Section 1445(e)(5) Transactions
The transferee of a partnership interest
must withhold 10% of the amount realized
on the disposition by a foreign partner of
an interest in a domestic or foreign
partnership in which at least 50% of the
value of the gross assets consists of U.S.
real property interests and at least 90% of
the value of the gross assets consists of
U.S. real property interests plus any cash
or cash equivalents. However, no
withholding is required under section
1445(e)(5) for dispositions of interests in
other partnerships, trusts, or estates until
the effective date of a Treasury Decision
under section 897(g). No withholding is
required if, no earlier than 30 days before
the transfer, the transferee receives a
statement signed by a general partner
under penalties of perjury that at least
50% of the value of the gross assets of
the partnership does not consist of U.S.
real property interests or that at least 90%
of the value of the gross assets does not
consist of U.S. real property interests plus
cash or cash equivalents. The transferee
may rely on the statement unless the
transferee knows it is false or the
transferee receives a false statement
notice pursuant to Regulations section
1.1445-4.

Section 1445(e)(6) Transactions
A qualified investment entity must
withhold 35% of a distribution to a
nonresident alien or a foreign corporation
that is treated as gain realized from the
sale or exchange of a U.S. real property
interest. No withholding under section
1445 is required on a distribution to a
nonresident alien or foreign corporation if
the distribution is on stock regularly
traded on a securities market in the
United States and the alien or corporation
did not own more than 5% of that stock at
any time during the 1-year period ending
on the date of distribution.

Specific Instructions

!

Complete only Part I or Part II.

CAUTION

Example 1. B, a corporation,
purchases a U.S. real property interest
from F, a foreign person. On settlement
day, the settlement agent pays off
existing loans, withholds 10% of the
amount realized on the sale, and
disburses the remaining amount to F. B,
not the agent, must complete Part I of
Form 8288 and Form 8288-A.
Example 2. C, a domestic
corporation, distributes property to F, a
foreign shareholder whose interest in C is
a U.S. real property interest. The
distribution is in redemption of C’s stock
(section 1445(e)(3) transaction). C must
withhold 10% of the fair market value of
the property distributed to F. C must
Instructions for Form 8288 (Rev. 6-2011)

complete Part II of Form 8288, and Form
8288-A.
Lines 1. In Part I, enter the name,
address, and identifying number of the
buyer or other transferee responsible for
withholding under section 1445(a). Do not
enter the name, address, and identifying
number of a title company, mortgage
company, etc. unless it happens to be the
actual buyer or transferee.
In Part II, enter the name, address,
and identifying number of the entity or
fiduciary responsible for withholding
under section 1445(e). Do not enter the
name, address, and identifying number of
a title company, mortgage company, etc.
unless it happens to be the actual entity
responsible for withholding under section
1445(e).

Number, with supporting documentation
and a copy of Forms 8288 and 8288-A to
the IRS at the address given in the Form
W-7 instructions.
Lines 2. Enter the location and a
description of the property, including any
substantial improvements (for example,
“12-unit apartment building”). In the case
of interests in a corporation that constitute
a U.S. real property interest, enter the
class or type and amount of the interest
(for example,“10,000 shares Class A
Preferred Stock XYZ Corporation”).
Line 4. Copies A and B of each Form
8288-A should be counted as one form.
Part II, line 3. If you are a qualified
investment entity, domestic trust or
estate, or you make the large trust
election, enter the date of distribution.

The IRS will contact the person or
entity listed on line 1 to resolve
CAUTION
any problems that may arise
concerning underwithholding and/or
penalties.
Name and address. If you are a
fiduciary, list your name and the name of
the trust or estate. Enter the home
address of an individual or the office
address of an entity.
Identifying number. For a U.S.
individual, this is a social security number
(SSN). For any entity other than an
individual (for example, corporation,
qualified investment entity, estate, or
trust), this is an employer identification
number (EIN). If you do not have an EIN,
you can apply for one online at www.irs.
gov/smallbiz or by telephone at
1-800-829-4933. Also, you can file Form
SS-4, Application for Employer
Identification Number, by fax or mail.
For a nonresident alien individual who
is not eligible for an SSN, this is an IRS
individual taxpayer identification number
(ITIN). If the individual does not already
have an ITIN, he or she should complete
Forms 8288 and 8288-A and mail the
forms along with any payment to the
address shown under Where To File,
earlier. In a separate package mail a
completed Form W-7, Application for IRS
Individual Taxpayer Identification

Paid Preparer

!

Instructions for Form 8288 (Rev. 6-2011)

Generally, anyone you pay to prepare
Form 8288 must sign it and include their
Preparer Tax Identification Number
(PTIN) in the space provided.
Privacy Act and Paperwork Reduction
Act Notice. We ask for the information
on this form to carry out the Internal
Revenue laws of the United States.
Section 1445 generally imposes a
withholding obligation on the buyer or
other transferee (withholding agent) when
a U.S. real property interest is acquired
from a foreign person. Section 1445 also
imposes a withholding obligation on
certain foreign and domestic corporations,
qualified investment entities, and the
fiduciary of certain trusts and estates.
This form is used to report and transmit
the amount withheld.
You are required to provide this
information. Section 6109 requires you to
provide your identification number. We
need this information to ensure that you
are complying with the Internal Revenue
laws and to allow us to figure and collect
the right amount of tax. Failure to provide
this information in a timely manner, or
providing false information, may subject
you to penalties. Routine uses of this
information include giving it to the

-5-

Department of Justice for civil and
criminal litigation, and to cities, states, the
District of Columbia, and U.S.
commonwealths and possessions for
administration of 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.
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
these forms will vary depending on
individual circumstances. The estimated
average times are:
Form 8288

Form 8288-A

Recordkeeping

5 hr., 15 min.

2 hr., 52 min.

Learning
about the law
or the form . .

5 hr., 8 min.

30 min.

Preparing and
sending the
form to the
IRS . . . . . . . .

6 hr., 38 min.

34 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-6526, Washington, DC
20224. Do not send the forms to this
address. Instead, see Where To File,
earlier.