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

2012

Instructions for Form 8865

Department of the Treasury
Internal Revenue Service

Return of U.S. Persons With Respect to Certain Foreign Partnerships
Section references are to the Internal
Revenue Code unless otherwise noted.

Contents

What's New . . . . . . . . . . . . . . .
Reminder . . . . . . . . . . . . . . . .
General Instructions . . . . . . . . . .
Specific Instructions . . . . . . . . . .
Schedule A—Constructive
Ownership of Partnership
Interest . . . . . . . . . . . . . . .
Schedule A-1—Certain Partners of
Foreign Partnership . . . . . . .
Schedule A-2—Affiliation
Schedule . . . . . . . . . . . . . .
Schedule B—Income
Statement—Trade or
Business Income . . . . . . . .
Schedule D—Capital Gains and
Losses . . . . . . . . . . . . . . .
Schedules K and K-1—Partners'
Distributive Share Items . . . .
Schedule L—Balance Sheets per
Books . . . . . . . . . . . . . . . .
Schedule M—Balance Sheets for
Interest Allocation . . . . . . . .
Schedule M-1—Reconciliation of
Income (Loss) per Books With
Income (Loss) per Return . . .
Schedule M-2—Analysis of
Partners' Capital Accounts . .
Schedule N—Transactions
Between Controlled Foreign
Partnership and Partners or
Other Related Entities . . . . .
Schedule O—Transfer of Property
to a Foreign Partnership . . . .
Schedule P—Acquisitions,
Dispositions, and Changes of
Interests in a Foreign
Partnership . . . . . . . . . . . .
Index . . . . . . . . . . . . . . . . . . .

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Future Developments

For the latest information about
developments related to Form 8865,
its schedules, and its instructions,
such as legislation enacted after they
were published, go to www.irs.gov/
form8865.

What's New

Form 8865. Line F2(b) is used to
request the reference ID number of
the foreign partnership and must be
completed for tax years beginning in
2012. See the instructions for line
F2(b) for details.
Schedule K-1 (Form 8865). New
line A2 has been added to request the
reference ID number of the foreign
Dec 06, 2012

partnership. See the instructions for
Schedule K-1, line A2.
A new line has been added to
Schedule O and Schedule P to
request the reference ID number of
the foreign partnership.
Schedule L. New line 19a, "Loans
from partners," has been added.
The Schedule D for Form 8865 has
been replaced with Schedule D (Form
1065), Capital Gains and Losses.
Foreign partnerships must use
Schedule D (Form 1065) to report
capital gains and losses.

Reminder

For information on the validity of entity
classification elections made by
certain foreign eligible entities under
Regulations section 301.7701-3(c)
where there is uncertainty regarding
the number of owners of the foreign
eligible entity on the effective date of
the election, see Revenue Procedure
2010-32. Revenue Procedure
2010-32 is available at www.irs.gov/
irb/2010-36_IRB/ar09.html.
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
www.irs.gov/irb/2009-39_IRB/
ar17.html.

General Instructions

The specific instructions for
Schedules B, 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, U.S. Return
of Partnership income, (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, later,
for more information.

Cat. No. 26053N

If you are
completing Form
8865
Schedule B

Then use the
instructions for
Forms 1065/1065-B:
Form 1065, Page 1/
Parts I and II of Form
1065-B
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

Note. If you are reporting capital
gains and losses, use Schedule D
(Form 1065). See the Instructions for
Schedule D (Form 1065).

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).

Who Must File

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, later, 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 2012 Form 8865 with your
income tax return for your tax year
beginning in 2012.
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.

Filing Requirements for Categories of Filers
Category of Filers

Filing Requirements for Categories of Filers

1

2

3

4

Identifying information— (page 1 of Form 8865)
Schedule A—Constructive Ownership of Partnership Interest
Schedule A-1—Certain Partners of Foreign Partnership
Schedule A-2—Affiliation Schedule
Schedule B—Income Statement—Trade or Business Income
Schedule K—Partners' Distributive Share Items
Schedule L—Balance Sheets per Books
Schedule M—Balance Sheets for Interest Allocation
Schedule M-1—Reconciliation of Income (Loss) per Books With Income (Loss) per Return
Schedule M-2—Analysis of Partners' Capital Accounts
Schedule N—Transactions Between Controlled Foreign Partnership and Partners or Other
Related Entities
Schedule D— Schedule D (Form 1065), Capital Gains and Losses
Schedule K-1—Partner's Share of Income, Deductions, Credits, etc. (direct partners only)
Schedule O—Transfer of Property to a Foreign Partnership
Schedule P—Acquisitions, Dispositions, and Changes of Interests in a Foreign Partnership

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 50% interest in the partnership. See
the definition of 50% interest, later.
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, later.
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.
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

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the contribution, its partners will not
be required to report the transfer.
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.
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
Instructions for Form 8865 (2012)

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,
later); 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%).
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
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
Instructions for Form 8865 (2012)

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 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
CAUTION
Category 1 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.

!

Constructive owners. See the
definition of constructive ownership,
later. A Category 1 or 2 filer that does
not own a direct interest in the
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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.
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 2012 tax year.
FPS completes and files a Form 1065
for its 2012 tax year. Instead of
completing Schedules B, 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
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 2012 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.
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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 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
Instructions for Form 8865 (2012)

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. For
purposes of Schedule N, 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
Instructions for Form 8865 (2012)

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, earlier.
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 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,
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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.
Section 6662(j). Penalties may be
imposed for undisclosed foreign
financial asset understatements. The
term “undisclosed foreign financial
asset” with respect to any tax year
includes any asset with respect to
which required information was not
provided. An "undisclosed foreign
financial asset understatement"
means for any tax year, the portion of
the understatement for that tax year
which is attributable to any transaction
involving an undisclosed foreign
financial asset. No penalty will be
imposed with respect to any portion of
an underpayment if the taxpayer can
demonstrate that the failure to comply
was due to reasonable cause with
respect to such portion of the
underpayment and the taxpayer acted
in good faith with respect to such
portion of the underpayment. See
sections 6662(j) and 6664(c) for
additional information.

Corrections to Form 8865

If you file a Form 8865 that 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, earlier. 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, 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, earlier.

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,
earlier), 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 , earlier.

Item F2(b)

A reference ID number (defined
below) is required on line F2(b) only in
cases where no EIN was entered on
line F2(a) for the foreign partnership.
However, filers are permitted to enter
both an EIN on line F2(a) and a
reference ID number on line F2(b). If
applicable, enter the reference ID
number you have assigned to the
foreign partnership identified on line
F1.

A “reference ID number” is a
number established by or on behalf of
the U.S. person identified at the top of
page 1 of the form that is assigned to
a foreign partnership with respect to
which Form 8865 reporting is
required. These numbers are used to
uniquely identify the foreign
partnership in order to keep track of
the partnership from tax year to tax
year.
The reference ID number must
meet the requirements set forth
below.
Note. Because reference ID numbers
are established by or on behalf of the
U.S. person filing Form 8865, there is
no need to apply to the IRS to request
a reference ID number or for
permission to use these numbers.
Note. Generally, the reference ID
number assigned to a foreign
partnership on Form 8865 has
relevance only on Form 8865 and
should not be used with respect to
that foreign partnership on other IRS
forms. However, the foreign
partnership's reference ID number
should also be entered on Form 8858
if the foreign partnership is listed as a
tax owner of a foreign disregarded
entity on Form 8858. See the
instructions for Form 8858, line 3c(2)
for more information
Requirements

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.
-6-

The reference ID number that is
entered in item F2(b) must be
alphanumeric and no special
characters or spaces are permitted.
The length of a given reference ID
number is limited to 50 characters.
The same reference ID number
must be used consistently from tax
year to tax year with respect to a given
foreign partnership. If for any reason a
reference ID number falls out of use
(for example, the foreign partnership
Instructions for Form 8865 (2012)

no longer exists due to disposition or
liquidation), the reference ID number
used for that foreign partnership
cannot be used again for another
foreign partnership for purposes of
Form 8865 reporting.
There are some situations that
warrant correlation of a new reference
ID number with a previous reference
ID number when assigning a new
reference ID number to a foreign
partnership. For example:
In the case of a merger or
acquisition, a Form 8865 filer must
use a reference ID number which
correlates the previous reference ID
number with the new reference ID
number assigned to the foreign
partnership.
In the case of a foreign partnership
that has made an entity classification
election on Form 8832, Regulations
section 301.6109-1(b)(2)(v) requires
the foreign partnership to obtain an
EIN in order to make the entity
classification election on Form 8832.
For the first year that the foreign
partnership files Form 8865 after
making an entity classification on
Form 8832, the foreign partnership is
required to enter the new EIN on line
F2(a) of Form 8865 and the old
reference ID number on line F2(b) of
Form 8865. The foreign partnership
may continue to enter both the EIN
and the reference ID number in
subsequent years, but must enter at
least the EIN on line F2(a).

If the foreign partnership did not
file Form 1065 or 1065-B. Enter the
applicable business code from Codes
for Principal Business Activity and
Principal Product or Service near the
end of the instructions. 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

Item F6—Principal Business
Activity Code

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 four 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 four places. Do not
report the exchange rate as the
number of U.S. dollars that equal one
unit of foreign currency.

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.

Note. You must round the result to
more than four places if failure to do
so would materially distort the
exchange rate or the equivalent
amount of U.S. dollars.

You must correlate the reference ID
numbers as follows: New reference ID
number (space) Old reference ID
number. If there is more than one old
reference ID number, you must enter
a space between each such number.
As indicated above, the length of a
given reference ID number is limited
to 50 characters and each number
must be alphanumeric and no special
characters are permitted.
Note. This correlation requirement
applies only to the first year the new
reference ID number is used.

Instructions for Form 8865 (2012)

-7-

Item G2

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 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, earlier, 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, earlier.
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.

-8-

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 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).

TIP

Schedule D—Capital
Gains and Losses

Important: Form 8865 filers use
Schedule D (Form 1065), Capital
Gains and Losses, to report capital
gains and losses. You do not need to
complete a separate Schedule D
(Form 1065) 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 (Form 1065) to report
sales or exchanges of capital assets,
capital gain distributions, and
nonbusiness bad debts. See the
Instructions for Schedule D (Form
1065).

You can view or download
the Schedule D (Form 1065)
and the Instructions for
Schedule D (Form 1065) at
www.irs.gov/formspubs/. Also, the
form and its instructions can be
ordered by calling 1-800-829-3676
(1-800-TAX-FORM).

TIP

Instructions for Form 8865 (2012)

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), 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
Instructions for Form 8865 (2012)

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.

Item A2

Enter the reference ID number used
on Form 8865, line F2(b). For details,
see the instructions for Item F2(b),
earlier.
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
-9-

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.
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.

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).
-10-

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.

Reference ID number. Use the
reference ID number shown on Form
8865, line F2(b). For details, see the
instructions for Item F2(b), earlier.

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
Instructions for Form 8865 (2012)

the property under Regulations
sections 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.

Instructions for Form 8865 (2012)

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 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).

-11-

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.

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.
Reference ID number. Use the
reference ID number shown on Form
8865, line F2(b). For details, see the
instructions for Item F2(b), earlier.

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, earlier, 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 II—Dispositions

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, earlier, 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.

Part III—Change in Proportional
Interest

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,
earlier, for more details about which

changes in proportional interest must
be reported.
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.

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. We need this information to ensure that you are complying with the
revenue laws and to allow us to figure and collect the right amount of tax. Sections 6038, 6038B, and 6046A require you
to provide this information. Section 6109 requires you to provide your identification number. 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.
-12-

Instructions for Form 8865 (2012)

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

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

Recordkeeping

.

Form

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.

Instructions for Form 8865 (2012)

-13-

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.

Agriculture, Forestry, Fishing
and Hunting

Crop Production
111100 Oilseed & Grain Farming
111210 Vegetable & Melon Farming
(including potatoes & yams)
111300 Fruit & Tree Nut Farming
111400 Greenhouse, Nursery, &
Floriculture Production
111900 Other Crop Farming
(including tobacco, cotton,
sugarcane, hay, peanut,
sugar beet & all other crop
farming)
Animal Production
112111 Beef Cattle Ranching &
Farming
112112 Cattle Feedlots
112120 Dairy Cattle & Milk Production
112210 Hog & Pig Farming
112300 Poultry & Egg Production
112400 Sheep & Goat Farming
112510 Aquaculture (including
shellfish & finfish farms &
hatcheries)
112900 Other Animal Production
Forestry and Logging
113110 Timber Tract Operations
113210 Forest Nurseries & Gathering
of Forest Products
113310 Logging
Fishing, Hunting and Trapping
114110 Fishing
114210 Hunting & Trapping
Support Activities for Agriculture
and Forestry
115110 Support Activities for Crop
Production (including cotton
ginning, soil preparation,
planting, & cultivating)
115210 Support Activities for Animal
Production
115310 Support Activities For
Forestry

Mining
211110
212110
212200
212310
212320

Oil & Gas Extraction
Coal Mining
Metal Ore Mining
Stone Mining & Quarrying
Sand, Gravel, Clay, &
Ceramic & Refractory
Minerals Mining & Quarrying
212390 Other Nonmetallic Mineral
Mining & Quarrying
213110 Support Activities for Mining

Utilities

221100 Electric Power Generation,
Transmission & Distribution
221210 Natural Gas Distribution
221300 Water, Sewage & Other
Systems
221500 Combination Gas & Electric

Construction

Construction of Buildings
236110 Residential Building
Construction
236200 Nonresidential Building
Construction
Heavy and Civil Engineering
Construction
237100 Utility System Construction

Using the list of activities and codes below,
determine from which activity the business derives
the largest percentage of its “total receipts.” Total
receipts is defined as the sum of gross receipts or
sales ( 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

237210 Land Subdivision
237310 Highway, Street, & Bridge
Construction
237990 Other Heavy & Civil
Engineering Construction
Specialty Trade Contractors
238100 Foundation, Structure, &
Building Exterior Contractors
(including framing carpentry,
masonry, glass, roofing, &
siding)
238210 Electrical Contractors
238220 Plumbing, Heating, &
Air-Conditioning Contractors
238290 Other Building Equipment
Contractors
238300 Building Finishing
Contractors (including
drywall, insulation, painting,
wallcovering, flooring, tile, &
finish carpentry)
238900 Other Specialty Trade
Contractors (including site
preparation)

Manufacturing

Food Manufacturing
311110 Animal Food Mfg
311200 Grain & Oilseed Milling
311300 Sugar & Confectionery
Product Mfg
311400 Fruit & Vegetable Preserving
& Specialty Food Mfg
311500 Dairy Product Mfg
311610 Animal Slaughtering and
Processing
311710 Seafood Product Preparation
& Packaging
311800 Bakeries, Tortilla & Dry Pasta
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
315240 Women's, Girls' & Infants' Cut
& Sew Apparel Mfg
315280 Other Cut & Sew Apparel Mfg
315990 Apparel Accessories & Other
Apparel Mfg
Leather and Allied Product
Manufacturing
316110 Leather & Hide Tanning &
Finishing
316210 Footwear Mfg (including
rubber & plastics)
316990 Other Leather & Allied
Product Mfg

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.

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

-14-

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

Wholesale Trade

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

Codes for Principal Business Activity and Principal Product or Service (Continued)
423400 Professional & Commercial
Equipment & Supplies
423500 Metal & Mineral (except
Petroleum)
423600 Household Appliances &
Electrical & Electronic Goods
423700 Hardware, & Plumbing &
Heating Equipment &
Supplies
423800 Machinery, Equipment, &
Supplies
423910 Sporting & Recreational
Goods & Supplies
423920 Toy & Hobby Goods &
Supplies
423930 Recyclable Materials
423940 Jewelry, Watch, Precious
Stone, & Precious Metals
423990 Other Miscellaneous Durable
Goods
Merchant Wholesalers, Nondurable
Goods
424100 Paper & Paper Products
424210 Drugs & Druggists' Sundries
424300 Apparel, Piece Goods, &
Notions
424400 Grocery & Related Products
424500 Farm Product Raw Materials
424600 Chemical & Allied Products
424700 Petroleum & Petroleum
Products
424800 Beer, Wine, & Distilled
Alcoholic Beverages
424910 Farm Supplies
424920 Book, Periodical, &
Newspapers
424930 Flower, Nursery Stock, &
Florists' Supplies
424940 Tobacco & Tobacco Products
424950 Paint, Varnish, & Supplies
424990 Other Miscellaneous
Nondurable Goods
Wholesale Electronic Markets and
Agents and Brokers
425110 Business to Business
Electronic Markets
425120 Wholesale Trade Agents &
Brokers

Retail Trade

Motor Vehicle and Parts Dealers
441110 New Car Dealers
441120 Used Car Dealers
441210 Recreational Vehicle Dealers
441222 Boat Dealers
441228 Motorcycle, ATV, & 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
443141 Household Appliance Stores
443142 Electronic Stores (including
Audio, Video, Computer, &
Camera 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
445291
445292
445299

Fruit & Vegetable Markets
Baked Goods Stores
Confectionery & Nut Stores
All Other Specialty Food
Stores
445310 Beer, Wine, & Liquor Stores
Health and Personal Care Stores
446110 Pharmacies & Drug Stores
446120 Cosmetics, Beauty Supplies,
& Perfume Stores
446130 Optical Goods Stores
446190 Other Health & Personal Care
Stores
Gasoline Stations
447100 Gasoline Stations (including
convenience stores with gas)
Clothing and Clothing Accessories
Stores
448110 Men's Clothing Stores
448120 Women's Clothing Stores
448130 Children's & Infants' Clothing
Stores
448140 Family Clothing Stores
448150 Clothing Accessories Stores
448190 Other Clothing Stores
448210 Shoe Stores
448310 Jewelry Stores
448320 Luggage & Leather Goods
Stores
Sporting Goods, Hobby, Book, and
Music Stores
451110 Sporting Goods Stores
451120 Hobby, Toy, & Game Stores
451130 Sewing, Needlework, & Piece
Goods Stores
451140 Musical Instrument &
Supplies Stores
451211 Book Stores
451212 News Dealers & Newsstands
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
454310 Fuel Dealers (including
Heating Oil and Liquefied
Petroleum)
454390 Other Direct Selling
Establishments (including
door-to-door retailing, frozen
food plan providers, party
plan merchandisers, &
coffee-break service
providers)

Transportation and
Warehousing

Air, Rail, and Water Transportation
481000 Air Transportation
482110 Rail Transportation
483000 Water Transportation
Truck Transportation
484110 General Freight Trucking,
Local
484120 General Freight Trucking,
Long-distance
484200 Specialized Freight Trucking

Transit and Ground Passenger
Transportation
485110 Urban Transit Systems
485210 Interurban & Rural Bus
Transportation
485310 Taxi Service
485320 Limousine Service
485410 School & Employee Bus
Transportation
485510 Charter Bus Industry
485990 Other Transit & Ground
Passenger Transportation
Pipeline Transportation
486000 Pipeline Transportation
Scenic & Sightseeing
Transportation
487000 Scenic & Sightseeing
Transportation
Support Activities for
Transportation
488100 Support Activities for Air
Transportation
488210 Support Activities for Rail
Transportation
488300 Support Activities for Water
Transportation
488410 Motor Vehicle Towing
488490 Other Support Activities for
Road Transportation
488510 Freight Transportation
Arrangement
488990 Other Support Activities for
Transportation
Couriers and Messengers
492110 Couriers
492210 Local Messengers & Local
Delivery
Warehousing and Storage
493100 Warehousing & Storage
(except lessors of
mini-warehouses &
self-storage units)

Information

Publishing Industries (except
Internet)
511110 Newspaper Publishers
511120 Periodical Publishers
511130 Book Publishers
511140 Directory & Mailing List
Publishers
511190 Other Publishers
511210 Software Publishers
Motion Picture and Sound
Recording Industries
512100 Motion Picture & Video
Industries (except video
rental)
512200 Sound Recording Industries
Broadcasting (except Internet)
515100 Radio & Television
Broadcasting
515210 Cable & Other Subscription
Programming
Telecommunications
517000 Telecommunications
(including paging, cellular,
satellite, cable & other
program distribution,
resellers, & other
telecommunications, 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

-15-

Nondepository Credit
Intermediation
522210 Credit Card Issuing
522220 Sales Financing
522291 Consumer Lending
522292 Real Estate Credit (including
mortgage bankers &
originators)
522293 International Trade Financing
522294 Secondary Market Financing
522298 All Other Nondepository
Credit Intermediation
Activities Related to Credit
Intermediation
522300 Activities Related to Credit
Intermediation (including loan
brokers, check clearing, &
money transmitting)
Securities, Commodity Contracts,
and Other Financial Investments
and Related Activities
523110 Investment Banking &
Securities Dealing
523120 Securities Brokerage
523130 Commodity Contracts
Dealing
523140 Commodity Contracts
Brokerage
523210 Securities & Commodity
Exchanges
523900 Other Financial Investment
Activities (including portfolio
management & investment
advice)
Insurance Carriers and Related
Activities
524130 Reinsurance Carriers
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.

Real Estate and Rental and
Leasing

Real Estate
531110 Lessors of Residential
Buildings & Dwellings
(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

Codes for Principal Business Activity and Principal Product or Service (Continued)
531390 Other Activities Related to
Real Estate
Rental and Leasing Services
532100 Automotive Equipment Rental
& Leasing
532210 Consumer Electronics &
Appliances Rental
532220 Formal Wear & Costume
Rental
532230 Video Tape & Disc Rental
532290 Other Consumer Goods
Rental
532310 General Rental Centers
532400 Commercial & Industrial
Machinery & Equipment
Rental & Leasing
Lessors of Nonfinancial Intangible
Assets (except copyrighted works)
533110 Lessors of Nonfinancial
Intangible Assets (except
copyrighted works)

Professional, Scientific, and
Technical Services

Legal Services
541110 Offices of Lawyers
541190 Other Legal Services
Accounting, Tax Preparation,
Bookkeeping, and Payroll Services
541211 Offices of Certified Public
Accountants
541213 Tax Preparation Services
541214 Payroll Services
541219 Other Accounting Services
Architectural, Engineering, and
Related Services
541310 Architectural Services
541320 Landscape Architecture
Services
541330 Engineering Services
541340 Drafting Services
541350 Building Inspection Services
541360 Geophysical Surveying &
Mapping Services
541370 Surveying & Mapping (except
Geophysical) Services
541380 Testing Laboratories
Specialized Design Services
541400 Specialized Design Services
(including interior, industrial,
graphic, & fashion design)
Computer Systems Design and
Related Services
541511 Custom Computer
Programming Services
541512 Computer Systems Design
Services
541513 Computer Facilities
Management Services
541519 Other Computer Related
Services
Other Professional, Scientific, and
Technical Services
541600 Management, Scientific, &
Technical Consulting
Services
541700 Scientific Research &
Development Services
541800 Advertising & Related
Services
541910 Marketing Research & Public
Opinion Polling
541920 Photographic Services
541930 Translation & Interpretation
Services

541940 Veterinary Services
541990 All Other Professional,
Scientific, & Technical
Services

Management of Companies
(Holding Companies)

551111 Offices of Bank Holding
Companies
551112 Offices of Other Holding
Companies

Administrative and Support and
Waste Management and
Remediation Services

Administrative and Support
Services
561110 Office Administrative
Services
561210 Facilities Support Services
561300 Employment Services
561410 Document Preparation
Services
561420 Telephone Call Centers
561430 Business Service Centers
(including private mail centers
& copy shops)
561440 Collection Agencies
561450 Credit Bureaus
561490 Other Business Support
Services (including
repossession services, court
reporting, & stenotype
services)
561500 Travel Arrangement &
Reservation Services
561600 Investigation & Security
Services
561710 Exterminating & Pest Control
Services
561720 Janitorial Services
561730 Landscaping Services
561740 Carpet & Upholstery Cleaning
Services
561790 Other Services to Buildings &
Dwellings
561900 Other Support Services
(including packaging &
labeling services, &
convention & trade show
organizers)
Waste Management and
Remediation Services
562000 Waste Management &
Remediation Services

Educational Services

611000 Educational Services
(including schools, colleges,
& universities)

Health Care and Social
Assistance

Offices of Physicians and Dentists
621111 Offices of Physicians (except
mental health specialists)
621112 Offices of Physicians, Mental
Health Specialists
621210 Offices of Dentists
Offices of Other Health
Practitioners
621310 Offices of Chiropractors
621320 Offices of Optometrists
621330 Offices of Mental Health
Practitioners (except
Physicians)

621340 Offices of Physical,
Occupational & Speech
Therapists, & Audiologists
621391 Offices of Podiatrists
621399 Offices of All Other
Miscellaneous Health
Practitioners
Outpatient Care Centers
621410 Family Planning Centers
621420 Outpatient Mental Health &
Substance Abuse Centers
621491 HMO Medical Centers
621492 Kidney Dialysis Centers
621493 Freestanding Ambulatory
Surgical & Emergency
Centers
621498 All Other Outpatient Care
Centers
Medical and Diagnostic
Laboratories
621510 Medical & Diagnostic
Laboratories
Home Health Care Services
621610 Home Health Care Services
Other Ambulatory Health Care
Services
621900 Other Ambulatory Health
Care Services (including
ambulance services & blood
& organ banks)
Hospitals
622000 Hospitals
Nursing and Residential Care
Facilities
623000 Nursing & Residential Care
Facilities
Social Assistance
624100 Individual & Family Services
624200 Community Food & Housing,
& Emergency & Other Relief
Services
624310 Vocational Rehabilitation
Services
624410 Child Day Care Services

Arts, Entertainment, and
Recreation

Performing Arts, Spectator Sports,
and Related Industries
711100 Performing Arts Companies
711210 Spectator Sports (including
sports clubs & racetracks)
711300 Promoters of Performing Arts,
Sports, & Similar Events
711410 Agents & Managers for
Artists, Athletes, Entertainers,
& Other Public Figures
711510 Independent Artists, Writers,
& Performers
Museums, Historical Sites, and
Similar Institutions
712100 Museums, Historical Sites, &
Similar Institutions
Amusement, Gambling, and
Recreation Industries
713100 Amusement Parks & Arcades
713200 Gambling Industries
713900 Other Amusement &
Recreation Industries
(including golf courses, skiing
facilities, marinas, fitness
centers, & bowling centers)

-16-

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
722300 Special Food Services
(including food service
contractors & caterers)
722410 Drinking Places (Alcoholic
Beverages)
722511 Full Service Restaurants
722513 Limited Service Restaurants
722514 Cafeterias & Buffets
722515 Snack & Nonalcoholic
Beverage Bars

Other Services

Repair and Maintenance
811110 Automotive Mechanical &
Electrical Repair &
Maintenance
811120 Automotive Body, Paint,
Interior, & Glass Repair
811190 Other Automotive Repair &
Maintenance (including oil
change & lubrication shops &
car washes)
811210 Electronic & Precision
Equipment Repair &
Maintenance
811310 Commercial & Industrial
Machinery & Equipment
(except Automotive &
Electronic) Repair &
Maintenance
811410 Home & Garden Equipment &
Appliance Repair &
Maintenance
811420 Reupholstery & Furniture
Repair
811430 Footwear & Leather Goods
Repair
811490 Other Personal & Household
Goods Repair & Maintenance
Personal and Laundry Services
812111 Barber Shops
812112 Beauty 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)

Index

To help us develop a more useful index, please let us know if you have ideas for index entries.
See “Comments and Suggestions” in the “Introduction” for the ways you can reach us.

10% interest ................... 4
50% interest ................... 4

Consolidated Return ..........
Constructive Ownership ......
Control of a Corporation .....
Corrections to Form 8865 ....

6
4
5
5

H
Hyperinflationary
Exception .................. 7

A
Acquisitions ................... 2
Analysis of partners' capital
accounts .................. 10

D
Definitions ..................... 4
Dispositions ................... 3

I
Identifying Numbers and
Addresses ................. 6

T
Tax Year ............. ........... 6
Treaty-based Return
Positions ................... 5

B
Balance sheets per books .... 9

E
Exceptions to Filing ........... 3

U
U.S. Person .................... 5

C
Categories of Filers ........... 2
Category 1 filer ......... 2, 7, 8
Category 2 filer ............ 2, 7
Category 3 filer ......... 2, 7, 8
Category 4 filer ............ 2, 7
Change in a Proportional
Interest ..................... 5
Changes in Proportional
Interests ................... 3

F
Foreign Address .............. 6
Foreign Partnership .......... 4

P
Partnership .................... 4
Penalties ...................... 5
Purpose of Form .............. 1

G
General Reporting Instructions
for Schedule K-1 ........... 9

R
Relief for Category 1 and 2
filers ........................ 4
S
Schedule B–Income Statement–
Trade or Business
Income ............ .......... 8

-17-

Schedules K and K-1–Partners'
Shares of Income,
Deductions, Credits,
Etc. .............. ............ 9

W
When To File .................. 4
Who Must File .......... ........ 1