1065 Instructions for Form 1065

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2021

Department of the Treasury
Internal Revenue Service

Instructions for Form 1065
U.S. Return of Partnership Income

DRAFT AS OF
November 24, 2021
Section references are to the Internal Revenue Code
unless otherwise noted.

Contents

The Taxpayer Advocate Service
(TAS) Is Here To Help You .
How To Get Forms and
Publications . . . . . . . . . .
General Instructions . . . . . . . .
Purpose of Form . . . . . . .
Definitions . . . . . . . . . . .
Who Must File . . . . . . . . .
Termination of the
Partnership . . . . . . . . .
Electronic Filing . . . . . . . .
When To File . . . . . . . . . .
Where To File . . . . . . . . .
Who Must Sign . . . . . . . .
Penalties . . . . . . . . . . . .
Accounting Methods . . . . .
Accounting Periods . . . . . .
Rounding Off to Whole
Dollars . . . . . . . . . . . .
Recordkeeping . . . . . . . .
Amended Return . . . . . . .
Assembling the Return . . .
Entity Classification Election
Elections Made by the
Partnership . . . . . . . . .
Elections Made by Each
Partner . . . . . . . . . . . .
Partner's Dealings With
Partnership . . . . . . . . .
Contributions to the
Partnership . . . . . . . . .
Dispositions of Contributed
Property . . . . . . . . . . .
Recognition of
Precontribution Gain on
Certain Partnership
Distributions . . . . . . . .
Unrealized Receivables and
Inventory Items . . . . . .
At-Risk Limitations . . . . . . .
Passive Activity Limitations .
Specific Instructions . . . . . . . .
Income . . . . . . . . . . . . . .
Deductions . . . . . . . . . . .
Schedule B. Other
Information . . . . . . . . .
Schedules K and K-1.
Partners' Distributive
Share Items . . . . . . . . .
Specific Instructions
(Schedule K-1 Only) . . .
Part I. Information About the
Partnership . . . . . . . . .
Part II. Information About the
Partner . . . . . . . . . . . .

Oct 19, 2021

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Contents

Page

Specific Instructions
(Schedules K and K-1,
Part III, Except as Noted)
Flowchart To Help
Determine if Items Are
Qualified Business
Income . . . . . . . . . . . .
Analysis of Net Income
(Loss) . . . . . . . . . . . .
Schedule L. Balance Sheets
per Books . . . . . . . . . .
Schedule M-1.
Reconciliation of Income
(Loss) per Books With
Income (Loss) per
Return . . . . . . . . . . . .
Schedule M-2. Analysis of
Partners' Capital
Accounts . . . . . . . . . .
Codes for Principal Business
Activity and Principal Product
or Service . . . . . . . . . . . .
Index . . . . . . . . . . . . . . . . . .

. . . 32

. . . 48

. . . 52

. . . 52

. . . 53
. . . 53
. . . 56
. . . 59

Future Developments

For the latest information about
developments related to Form 1065 and its
instructions, such as legislation enacted after
they were published, go to IRS.gov/
Form1065.

What's New
Schedules K-2 and K-3 (Form 1065).
New Schedules K-2 and K-3 replace prior
lines 16 and 20 for certain international
codes on Schedules K and K-1. The new
schedules are designed to provide greater
clarity for partners on how to compute their
U.S. income tax liability with respect to items
of international tax relevance, including
claiming deductions and credits.
Schedules K and K-1 (Form 1065).
Line 21 replaces line 16p for foreign taxes
paid or accrued with respect to basis
adjustments and income reconciliation.
Note. Foreign taxes paid or accrued must
also be reported on Schedules K-2 and K-3
for foreign tax credit purposes.
Section 743(b) adjustment. New code U
under line 20c is used to report the total
remaining section 743(b) adjustment for
applicable partners. This was reported in
previous years on line 20, code AH.
Section 1061 reporting. Section 1061
recharacterizes certain long-term capital
gains of a partner that holds one or more
applicable partnership interests as
short-term capital gains. An applicable
partnership interest is an interest in a
Cat. No. 11392V

partnership that is transferred to or held by a
taxpayer, directly or indirectly, in connection
with the performance of substantial services
by the taxpayer or any other related person,
in an applicable trade or business. See
section 1061 FAQs for pass-through entity
and owner-taxpayer filing and reporting
requirements.

Self-employment clarification.
Information has been added to help with
determining which partners qualify as limited
partners for purposes of self-employment
tax. See Limited partners, later.

Tax shelter election. Final regulations
issued January 5, 2021, under section 448
permit a taxpayer to make an annual election
to use its allocations made in the
immediately preceding tax year, instead of
using the current tax year's allocation, to
determine whether the taxpayer is a
syndicate under section 448(d)(3) for the
current tax year. See Tax shelter election,
later.
Schedule B question. New question 26
has been added for each foreign partner
subject to section 864(c)(8) on a transfer or a
distribution.
Employee retention credit. The
Coronavirus Aid, Relief, and Economic
Security Act (CARES Act) allows an
employee retention credit for qualified
wages. The credit has been extended
through 2021. Any qualified wages for which
an eligible employer claims against payroll
taxes for the employee retention credit may
not be taken into account for purposes of
determining certain other credits.

Reminder
Codes for Schedule K-1. Complete
descriptions of codes for Schedule K-1 are
provided under Specific Instructions
(Schedules K and K-1, Part III, Except as
Noted), later. The codes are no longer listed
on page 2 of Schedule K-1 (Form 1065).
Payroll credit for required paid sick leave
or family leave. Under the Families First
Coronavirus Response Act (FFCRA), as
amended, an eligible employer can take a
credit against payroll taxes owed for
amounts paid for qualified sick leave or
family leave if incurred during the allowed
period, which starts in 2020 and ends
September 30, 2021. There is no double tax
benefit allowed and the amounts claimed are
reportable as income on line 7. See Line 7.
Other Income (Loss), later.
Temporary allowance of 100% business
meals. A partnership is allowed a 100%
deduction for certain business meals paid or

incurred after 2020 and before 2023. See
Travel, meals, and entertainment, later.
Request for section 754 revocation. Use
new Form 15254, Request for Section 754
Revocation, to request revocation of a
section 754 election. See Elections Made by
the Partnership, later.
Code N, box 20. Regulations section
1.163(j)-6(h) created a new section 704(d)
loss class for business interest expense
effective for tax years beginning after
November 12, 2020. As a result, all
partnerships must report business interest
expense to partners on Schedules K-1 (Form
1065).

describes 10 basic rights that all taxpayers
have when dealing with the IRS. Go to
TaxpayerAdvocate.IRS.gov to help you
understand what these rights mean to you
and how they apply. These are your rights.
Know them. Use them.
What can TAS do for you? TAS can help
you resolve problems that you can’t resolve
with the IRS. And their service is free. If you
qualify for their assistance, you will be
assigned to one advocate who will work with
you throughout the process and will do
everything possible to resolve your issue.
TAS can help you if:
• Your problem is causing financial difficulty
for you, your family, or your business;
• You face (or your business is facing) an
immediate threat of adverse action; or
• You’ve tried repeatedly to contact the IRS
but no one has responded, or the IRS hasn’t
responded by the date promised.

General Instructions
Purpose of Form

Form 1065 is an information return used to
report the income, gains, losses, deductions,
credits, and other information from the
operation of a partnership. A partnership
doesn't pay tax on its income but passes
through any profits or losses to its partners.
Partners must include partnership items on
their tax or information returns.

DRAFT AS OF
November 24, 2021
Code AG, box 20. Gross receipts for section 448(c)(2). Partnerships and partners
must determine whether they are subject to
certain accounting methods and to section
163(j) based on their gross receipts. For tax
years ending after December 30, 2020,
partnerships with current year gross receipts
greater than $5 million are required to report
their current year gross receipts to partners.
For tax years ending after December 30,
2021, a partnership that has current year
gross receipts greater than $5 million will be
required to report gross receipts to partners
for the 3 immediately preceding tax years as
well as gross receipts for the current year.
Partnerships whose current year gross
receipts are less than or equal to $5 million
may also use this code to report gross
receipts.

Partner’s capital account analysis. The
reporting requirements for certain
partnerships regarding partners' capital
accounts have been clarified. See Item L.
Partner's Capital Account Analysis, later.
See also Schedule M-2. Analysis of Partners'
Capital Accounts, later.

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can help bring these children home by
looking at the photographs and calling
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recognize a child.

The Taxpayer Advocate
Service (TAS) Is Here To
Help You
What is TAS? The Taxpayer Advocate
Service (TAS) is an independent
organization within the IRS that helps
taxpayers and protects taxpayer rights. Their
job is to ensure that every taxpayer is treated
fairly and that you know and understand your
rights under the Taxpayer Bill of Rights.
How can you learn about your taxpayer
rights? The Taxpayer Bill of Rights

How can you reach TAS? TAS has offices
in every state, the District of Columbia, and
Puerto Rico. Your local advocate's number is
in your local directory and at
TaxpayerAdvocate.IRS.gov/Contact-Us. You
can also call them at 877-777-4778.
How else does TAS help taxpayers? TAS
works to resolve large-scale problems that
affect many taxpayers. If you know of one of
these broad issues, please report it to them
at IRS.gov/SAMS.
TAS for tax professionals. TAS can
provide a variety of information for tax
professionals, including tax law updates and
guidance, TAS programs, and ways to let
TAS know about systemic problems you’ve
seen in your practice.

How To Get Forms and
Publications
Internet. You can access the IRS website
at IRS.gov 24 hours a day, 7 days a week to:
• E-file your return—Find out about
commercial tax preparation and e-file
services available free to eligible taxpayers;
• Download forms, including talking tax
forms, instructions, and publications;
• Use the online Internal Revenue Code,
regulations, or other official guidance;
• Get information on starting and operating
a small business;
• Order IRS products online;
• Research your tax questions online;
• Search publications online by topic or
keyword;
• View Internal Revenue Bulletins (IRBs)
published in the last few years; and
• Sign up to receive local and national tax
news by email.
Tax forms and publications. The
partnership can download or print all of the
forms and publications it may need on
IRS.gov/FormsPubs. Otherwise, the
partnership can go to IRS.gov/OrderForms
to place an order and have forms mailed to
the partnership. The partnership should
receive its order within 10 business days.

-2-

Definitions

Centralized Partnership Audit
Regime

The Bipartisan Budget Act of 2015 (BBA)
created a new centralized partnership audit
regime effective for partnership tax years
beginning after 2017. The new audit regime
replaces the consolidated audit proceedings
under the Tax Equity and Fiscal
Responsibility Act (TEFRA). The new audit
regime applies to all partnerships unless the
partnership is an eligible partnership and
elects out by making a valid election using
Schedule B-2 (Form 1065).
Electing out of the centralized
partnership audit regime. See Electing
Out of the Centralized Partnership Audit
Regime, later.

Adjustment year. An adjustment year is a
tax year in which:
• In the case of an adjustment pursuant to
the decision of a court in a proceeding
brought under section 6234, such decision
becomes final;
• In the case of an administrative
adjustment request (AAR) under section
6227, such AAR is filed; or
• In any other case, a notice of final
partnership adjustment is mailed under
section 6231 or, if the partnership waives the
restrictions under section 6232(b) (regarding
limitations on assessments), the waiver is
executed by the IRS.
Reviewed year. A reviewed year is a
partnership’s tax year to which a partnership
adjustment relates.

Partnership

A partnership is the relationship between two
or more persons who join to carry on a trade
or business, with each person contributing
money, property, labor, or skill and each
expecting to share in the profits and losses
of the business whether or not a formal
partnership agreement is made.
The term “partnership” includes a limited
partnership, syndicate, group, pool, joint
venture, or other unincorporated
organization, through or by which any
business, financial operation, or venture is
carried on, that isn't, within the meaning of
regulations under section 7701, a
corporation, trust, estate, or sole
proprietorship.

Instructions for Form 1065 (2021)

A joint undertaking merely to share
expenses isn't a partnership. Mere
co-ownership of property that is maintained
and leased or rented isn't a partnership.
However, if the co-owners provide services
to the tenants, a partnership exists.

return or file a final Form 1065 for the year
the election takes effect.
For more information on qualified joint
ventures, go to IRS.gov/QJV.

Business owned and operated by spouses. Generally, if you and your spouse
jointly own and operate an unincorporated
business and share in the profits and losses,
you are partners in a partnership and you
must file Form 1065.

A foreign partnership is a partnership that
isn't created or organized in the United
States or under the law of the United States
or of any state. See Notice 2010-41 for
information on when a domestic partnership
will be classified as foreign.

Exception—Qualified joint venture. If
you and your spouse materially participate
as the only members of a jointly owned and
operated business, and you file a joint return
for the tax year, you can make an election to
be treated as a qualified joint venture instead
of a partnership. By making the election, you
will not be required to file Form 1065 for any
year the election is in effect and will instead
report the income and deductions directly on
your joint return.
A qualified joint venture conducts a trade
or business where the only members of the
joint venture are a married couple who file a
joint return; both spouses materially
participate in the trade or business (because
mere joint ownership of property isn’t
enough); both spouses elect not to be
treated as a partnership; and the business is
co-owned by both spouses and isn't held in
the name of a state law entity such as a
partnership or limited liability company.
To make this election, you must divide all
items of income, gain, loss, deduction, and
credit between you and your spouse in
accordance with your respective interests in
the venture. Each of you must file a separate
Schedule C or F (Form 1040). On each line
of your separate Schedule C or F (Form
1040), you must enter your share of the
applicable income, deduction, or loss. Each
of you must also file a separate Schedule SE
(Form 1040) to pay self-employment tax, as
applicable.
If you and your spouse make the election
for your rental real estate business, you each
must report your share of income and
deductions on Schedule E (Form 1040).
Rental real estate income isn’t generally
included in net earnings from
self-employment subject to self-employment
tax and is generally subject to the passive
loss limitation rules. Electing qualified joint
venture status doesn't alter the application of
the self-employment tax or the passive loss
limitation rules.
To make the qualified joint venture
election for 2021, jointly file the 2021 Form
1040 or 1040-SR with the required
schedules. This generally doesn't increase
the total tax on the return, but it does give
each spouse credit for social security
earnings on which retirement benefits are
based, provided neither spouse exceeds the
social security tax limitation.
Once made, the election cannot be
revoked without IRS consent. If you and your
spouse filed a Form 1065 for the year prior to
the election, you don't need to amend that

If a domestic section 721(c) partnership is
formed after January 17, 2017, and the gain
deferral method is applied, then a U.S.
transferor must treat the section 721(c)
partnership as a foreign partnership and file
a Form 8865, Return of U.S. Persons With
Respect to Certain Foreign Partnerships,
with respect to the partnership. See Form
8865 and its instructions. See also
Regulations section 1.721(c)-6(b)(4).

Foreign Partnership

as a partnership, a corporation, or an entity
disregarded as an entity separate from its
owner by applying the rules in Regulations
section 301.7701-3. See Form 8832, Entity
Classification Election, for more details.
A domestic LLC with at least two

TIP members that does not file Form

8832 is classified as a partnership
for federal income tax purposes.

DRAFT AS OF
November 24, 2021

Instructions for Form 1065 (2021)

General Partner

A general partner is a partner who is
personally liable for partnership debts.

General Partnership

A general partnership is composed only of
general partners.

Limited Partner

A limited partner is a partner in a partnership
formed under a state limited partnership law,
whose personal liability for partnership debts
is limited to the amount of money or other
property that the partner contributed or is
required to contribute to the partnership.
Some members of other entities, such as
domestic or foreign business trusts or limited
liability companies that are classified as
partnerships, may be treated as limited
partners for certain purposes.
For purposes of self-employment tax,
however, status as a limited partner is
determined under section 1402(a)(13);
whether a partner is a limited partner under
state limited partnership law is not
determinative. See Self-Employment, later.

Limited Partnership

A limited partnership is formed under a state
limited partnership law and composed of at
least one general partner and one or more
limited partners.

Limited Liability Partnership

A limited liability partnership (LLP) is formed
under a state limited liability partnership law.
Generally, a partner in an LLP isn't
personally liable for the debts of the LLP or
any other partner, nor is a partner liable for
the acts or omissions of any other partner
solely by reason of being a partner.

Limited Liability Company

A limited liability company (LLC) is an entity
formed under state law by filing articles of
organization as an LLC. Unlike a partnership,
none of the members of an LLC are
personally liable for its debts. An LLC may
be classified for federal income tax purposes
-3-

Nonrecourse Loans

Nonrecourse loans are those liabilities of the
partnership for which no partner or related
person bears the economic risk of loss.

Section 721(c) Partnership

A partnership (domestic or foreign) is a
section 721(c) partnership if there is a
contribution of section 721(c) property to the
partnership and, after the contribution (and
all transactions related to the contribution),
(1) a related foreign person with respect to
the U.S. transferor is a direct or indirect
partner in the partnership, and (2) the U.S.
transferor and related persons own 80% or
more of the interests in partnership capital,
profits, deductions, or losses. See
Regulations section 1.721(c)-1(b)(14).

U.S. Transferor

A U.S. transferor is a U.S. person other than
a domestic partnership. See Regulations
section 1.721(c)-1(b)(18).

Section 721(c) Property

Section 721(c) property is property (other
than excluded property) with built-in gain that
is contributed to a partnership by a U.S.
transferor, including pursuant to a
contribution described in Regulations section
1.721(c)-2(d) (partnership look-through rule).
See Regulations section 1.721(c)-1(b)(15).

Gain Deferral Contribution

A gain deferral contribution is a contribution
of section 721(c) property to a section 721(c)
partnership with respect to which the
recognition of gain is deferred under the gain
deferral method. See Regulations section
1.721(c)-1(b)(7).

Gain Deferral Method

The gain deferral method is the method
described in Regulations section
1.721(c)-3(b) applied to avoid the immediate
recognition of gain upon a contribution of
section 721(c) property to a section 721(c)
partnership under Regulations section
1.721(c)-2(b).

Who Must File
Domestic Partnerships

Except as provided below, every domestic
partnership must file Form 1065, unless it
neither receives income nor incurs any
expenditures treated as deductions or
credits for federal income tax purposes.
Note. To be certified as a qualified
opportunity fund (QOF), the partnership must
file Form 1065 and attach Form 8996,

Qualified Opportunity Fund, even if the
partnership had no income or expenses to
report. See Schedule B, question 25, and the
Instructions for Form 8996.
Entities formed as LLCs that are
classified as partnerships for federal income
tax purposes have the same filing
requirements as domestic partnerships.

• The partnership had U.S. source income
of $20,000 or less during its tax year;
• Less than 1% of any partnership item of
income, gain, loss, deduction, or credit was
allocable in the aggregate to direct U.S.
partners at any time during its tax year; and
• The partnership isn't a withholding foreign
partnership as defined in Regulations section
1.1441-5(c)(2)(i).

The option to file electronically doesn't
apply to certain returns, including:
• Bankruptcy returns, and
• Returns with pre-computed penalty and
interest.
For more details on electronic filing using the Modernized e-file system, see:
• Pub. 3112, IRS e-file Application and
Participation;
• Pub. 4163, Modernized e-File (MeF)
Information for Authorized IRS e-file
Providers for Business Returns;
• Pub. 4164, Modernized e-File (MeF)
Guide for Software Developers and
Transmitters;
• Form 8453-PE, U.S. Partnership
Declaration for an IRS e-file Return; and
• Form 8879-PE, IRS e-file Signature
Authorization for Form 1065.

DRAFT AS OF
November 24, 2021
A religious or apostolic organization
exempt from income tax under section
501(d) must file Form 1065 to report its
taxable income, which must be allocated to
its members as a dividend, whether
distributed or not. Such an organization must
figure its taxable income on an attached
statement to Form 1065 in the same manner
as a corporation. The organization may use
Form 1120, U.S. Corporation Income Tax
Return, for this purpose. Enter the
organization's taxable income, if any, on
line 6a of Schedule K and each member's
distributive share in box 6a of Schedule K-1.
Net operating losses aren't deductible by the
members but may be carried back or forward
by the organization under the rules of section
172. The religious or apostolic organization
must also make its annual information return
available for public inspection. For this
purpose, “annual information return” includes
an exact copy of Form 1065 and all
accompanying schedules and attached
statements, except Schedules K-1. For more
details, see Regulations section
301.6104(d)-1.
A qualifying syndicate, pool, joint venture,
or similar organization may elect under
section 761(a) not to be treated as a
partnership for federal income tax purposes
and will not be required to file Form 1065
except for the year of election. For details,
see section 761(a) and Regulations section
1.761-2.
Real estate mortgage investment
conduits (REMICs) must file Form 1066, U.S.
Real Estate Mortgage Investment Conduit
(REMIC) Income Tax Return.
Certain publicly traded partnerships
(PTPs) treated as corporations under section
7704 must file Form 1120.

Foreign Partnerships

Generally, a foreign partnership that has
gross income effectively connected with the
conduct of a trade or business within the
United States or has gross income derived
from sources in the United States must file
Form 1065, even if its principal place of
business is outside the United States or all
its members are foreign persons. A foreign
partnership required to file a return must
generally report all of its foreign and U.S.
source income.

Exception for foreign partnerships with
no U.S. partners. A return isn't required if:
• The partnership had no ECI during its tax
year,
• The partnership had no U.S. partners at
any time during its tax year,
• All required Forms 1042 and 1042-S were
filed by the partnership or another
withholding agent as required by Regulations
section 1.1461-1(b) and (c),
• The tax liability of each partner for
amounts reportable under Regulations
section 1.1461-1(b) and (c) has been fully
satisfied by the withholding of tax at the
source, and
• The partnership isn't a withholding foreign
partnership as defined in Regulations section
1.1441-5(c)(2)(i).
A foreign partnership filing Form 1065
solely to make an election (such as an
election to amortize organization expenses)
need only provide its name, address, and
employer identification number (EIN) on
page 1 of the form and attach a statement
citing “Regulations section 1.6031(a)-1(b)
(5)” and identifying the election being made.
A foreign partnership filing Form 1065 solely
to make an election must obtain an EIN if it
doesn't already have one.

Termination of the
Partnership

A partnership terminates when all its
operations are discontinued and no part of
any business, financial operation, or venture
is continued by any of its partners in a
partnership.
The partnership’s tax year ends on the
date of termination which is the date the
partnership winds up its affairs. Special rules
apply in the case of a merger, consolidation,
or division of a partnership. See Regulations
sections 1.708-1(c) and (d) for details. Also
see IRS.gov/newsroom/questions-andanswers-about-technical-terminationsinternal-revenue-code-irc-sec-708.

Electronic Filing

A foreign partnership with U.S. source
income isn't required to file Form 1065 if it
qualifies for either of the following two
exceptions.

Certain partnerships with more than 100
partners are required to file Form 1065,
Schedules K-1, and related forms and
schedules electronically. For tax years
beginning after July 1, 2019, a religious or
apostolic organization exempt from income
tax under section 501(d) must file Form 1065
electronically. Other partnerships generally
have the option to file electronically.

Exception for foreign partnerships with
U.S. partners. A return isn't required if:
• The partnership had no effectively
connected income (ECI) during its tax year;

See Rev. Proc. 2012-17, available at
IRS.gov/pub/irs-irbs/irb12-10.pdf, for the
requirements for furnishing substitute
Schedule K-1 in electronic format.
-4-

For More Information on Filing
Electronically
• Call the e-Help Desk at 866-255-0654.
• Visit IRS.gov/Filing.

Electronic Filing Waiver

The IRS may waive the electronic filing rules
if the partnership demonstrates that a
hardship would result if it were required to file
its return electronically. A partnership
interested in requesting a waiver of the
mandatory electronic filing requirement must
file a written request, and request one in the
manner prescribed by the Ogden
Submission Processing Center.
All written requests for waivers should be
mailed to:
Internal Revenue Service
Ogden Submission Processing Center
Attn: Form 1065 e-file Waiver Request
Mail Stop 1057
Ogden, UT 84201
Waiver requests can also be faxed to
877-477-0575.
Contact the e-Help Desk at 866-255-0654
for questions regarding the waiver
procedures or process.

When To File

Generally, a domestic partnership must file
Form 1065 by the 15th day of the 3rd month
following the date its tax year ended as
shown at the top of Form 1065. For calendar
year partnerships, the due date is March 15.
If the due date falls on a Saturday,
Sunday, or legal holiday in the District of
Columbia or the state in which you file your
return, a return filed by the next day that isn't
a Saturday, Sunday, or legal holiday will be
treated as timely. Calendar year partnerships
may therefore timely file their return for the
2021 partnership year by March 15, 2022.

Private Delivery Services
(PDSs)

Partnerships can use certain PDSs
designated by the IRS to meet the “timely
mailing as timely filing/paying” rule for tax

Instructions for Form 1065 (2021)

Where To File
File Form 1065 at the applicable IRS address listed below. If Schedule M-3 is filed, Form
1065 must be filed at the Ogden Internal Revenue Service Center as shown below.
And the total assets at
If the partnership's principal the end of the tax year
business, office, or agency (Form 1065, page 1, item
is located in:
F) are:

instead of the partner or LLC member.
Returns and forms signed by a receiver or
trustee in bankruptcy on behalf of a
partnership must be accompanied by a copy
of the order or instructions of the court
authorizing signing of the return or form.
When filing an AAR, Form 1065 must be
signed by the partnership representative
(PR) (or the designated individual (DI) if the
PR is an entity) for the reviewed year.

DRAFT AS OF
November 24, 2021
Connecticut, Delaware, District
of Columbia, Georgia, Illinois,
Indiana, Kentucky, Maine,
Maryland, Massachusetts,
Michigan, New Hampshire,
New Jersey, New York, North
Carolina, Ohio, Pennsylvania,
Rhode Island, South Carolina,
Tennessee, Vermont, Virginia,
West Virginia, Wisconsin

Less than $10 million and
Schedule M-3 isn't filed

Connecticut, Delaware, District
of Columbia, Georgia, Illinois,
Indiana, Kentucky, Maine,
Maryland, Massachusetts,
Michigan, New Hampshire,
New Jersey, New York, North
Carolina, Ohio, Pennsylvania,
Rhode Island, South Carolina,
Tennessee, Vermont, Virginia,
West Virginia, Wisconsin

$10 million or more or
less than $10 million and
Schedule M-3 is filed

Use the following address:

Paid Preparer's Information

Alabama, Alaska, Arizona,
Arkansas, California,
Colorado, Florida, Hawaii,
Idaho, Iowa, Kansas,
Louisiana, Minnesota,
Mississippi, Missouri,
Montana, Nebraska, Nevada,
New Mexico, North Dakota,
Oklahoma, Oregon, South
Dakota, Texas, Utah,
Washington, Wyoming
A foreign country or U.S.
possession

Generally, anyone who is paid to prepare
the partnership return must do the following.
• Sign the return in the space provided for
the preparer's signature.
• Fill in the other blanks in the “Paid
Preparer Use Only” area of the return. A paid
preparer cannot use a social security number
(SSN) in the “Paid Preparer Use Only” box.
The paid preparer must use a PTIN.
• Give the partnership a copy of the return
in addition to the copy to be filed with the
IRS.
A paid preparer may sign original or

Any amount

Any amount

For the IRS mailing address to use if you
are using a PDS, go to IRS.gov/
PDSStreetAddresses.
A PDS can’t deliver items to P.O.
boxes. You must use the U.S. Postal
CAUTION Service to mail any item to an IRS
P.O. box address.

!

Extension of Time To File

File Form 7004 to request an extension of
time to file. File Form 7004 by the regular
due date of the partnership return. Form
7004 can be electronically filed. See the
Instructions for Form 7004.
The 2021 Form 1065 is an information return
for calendar year 2021 and fiscal years that
begin in 2021 and end in 2022. For a fiscal
year or a short tax year, fill in the tax year

Instructions for Form 1065 (2021)

Department of the Treasury
Internal Revenue Service Center
Ogden, UT 84201-0011

If a partner, member, or employee of the
partnership completes Form 1065, the paid
preparer's space should remain blank. Only
paid preparers with a valid preparer tax
identification number (PTIN) should
complete this section.

TIP amended returns by rubber stamp,

returns. Go to IRS.gov/PDS for the current
list of designated services. The PDS can tell
you how to get written proof of the mail date.

Period Covered

Department of the Treasury
Internal Revenue Service Center
Kansas City, MO 64999-0011

Department of the Treasury
Internal Revenue Service Center
Ogden, UT 84201-0011

Internal Revenue Service
P.O. Box 409101
Ogden, UT 84409

space at the top of Form 1065 and each
Schedule K-1.
The 2021 Form 1065 may also be used if:
1. The partnership has a tax year of less
than 12 months that begins and ends in
2022, and
2. The 2022 Form 1065 isn't available
by the time the partnership is required to file
its return.
However, the partnership must show its
2022 tax year on the 2021 Form 1065 and
incorporate any tax law changes that are
effective for tax years beginning after 2021.

Who Must Sign
Any Partner or LLC Member

Form 1065 isn't considered to be a return
unless it is signed by a partner or LLC
member. When a return is made for a
partnership by a receiver, trustee, or
assignee, the fiduciary must sign the return,
-5-

mechanical device, or computer
software program.

Paid Preparer Authorization

If the partnership wants to allow the paid
preparer to discuss its 2021 Form 1065 with
the IRS, check the “Yes” box in the signature
area of the return. The authorization applies
only to the individual whose signature
appears in the “Paid Preparer Use Only”
section of its return. It doesn't apply to the
firm, if any, shown in the section.

If the “Yes” box is checked, the
partnership is authorizing the IRS to call the
paid preparer to answer any questions that
may arise during the processing of its return.
The partnership is also authorizing the paid
preparer to:
• Give the IRS any information that is
missing from its return,
• Call the IRS for information about the
processing of its return, and
• Respond to certain IRS notices about
math errors and return preparation.
The partnership isn't authorizing the paid
preparer to bind the partnership to anything
or otherwise represent the partnership
before the IRS. If the partnership wants to
expand the paid preparer's authorization,
see Pub. 947, Practice Before the IRS and
Power of Attorney.
The authorization cannot be revoked.
However, the authorization will automatically
end no later than the due date (excluding
extensions) for filing the 2022 return.

Penalties
Late Filing of Return

A penalty is assessed against the
partnership if it is required to file a
partnership return and it (a) fails to file the
return by the due date, including extensions;
or (b) files a return that fails to show all the
information required, unless such failure is
due to reasonable cause. The penalty is
$210 for each month or part of a month (for a
maximum of 12 months) the failure
continues, multiplied by the total number of
persons who were partners in the
partnership during any part of the
partnership's tax year for which the return is
due. If the partnership receives a notice
about a penalty after it files the return, the
partnership may send the IRS an explanation
and the Service will determine if the
explanation meets reasonable-cause criteria.
Do not attach an explanation when filing the
return.

Accounting Methods

An accounting method is a set of rules used
to determine when and how income and
expenditures are reported. The method of
accounting used must be reconcilable with
the partnership's books and records. In all
cases, the method used must clearly reflect
income. Generally, the following rules apply.
For more information, see Pub. 538,
Accounting Periods and Methods.

books and records prepared in accordance
with the taxpayer's accounting procedures.
See section 471(c)(1), and Change in
accounting method, later.
For tax years beginning after 2017, a
small business taxpayer (defined below) can
adopt or change its accounting method to
not capitalize costs to property produced or
acquired for resale under section 263A. See
section 263A(i), and Change in accounting
method and Limitations on Deductions, later.
Small business taxpayer defined. For
2021, a small business taxpayer is a
taxpayer that (a) has average annual gross
receipts of $26 million or less for the prior 3
tax years, and (b) isn't a tax shelter (as
defined in section 448(d)(3)).

DRAFT AS OF
November 24, 2021
Failure To Furnish Information
Timely

For each failure to furnish Schedule K-1 to a
partner when due and each failure to include
on Schedule K-1 all the information required
to be shown (or the inclusion of incorrect
information), a $280 penalty may be
imposed for each Schedule K-1 for which a
failure occurs. The maximum penalty is
$3,426,000 for all such failures during a
calendar year. If the requirement to report
correct information is intentionally
disregarded, each $280 penalty is increased
to $570 or, if greater, 10% of the aggregate
amount of items required to be reported.
There is no limit to the amount of the penalty
in the case of intentional disregard.

Trust Fund Recovery Penalty

This penalty may apply if certain excise,
income, social security, and Medicare taxes
that must be collected or withheld aren't
collected or withheld, or these taxes are not
paid. These taxes are generally reported on:
• Form 720, Quarterly Federal Excise Tax
Return;
• Form 941, Employer's QUARTERLY
Federal Tax Return;
• Form 943, Employer's Annual Federal Tax
Return for Agricultural Employees;
• Form 944, Employer's ANNUAL Federal
Tax Return; and
• Form 945, Annual Return of Withheld
Federal Income Tax.
The trust fund recovery penalty may be
imposed on all persons who are determined
by the IRS to have been responsible for
collecting, accounting for, or paying over
these taxes, and who acted willfully in not
doing so. The penalty is equal to the unpaid
trust fund tax. See the Instructions for Form
720; Pub. 15 (Circular E), Employer's Tax
Guide; Pub. 51 (Circular A), Agricultural
Employer's Tax Guide; or Pub. 15-T, Federal
Income Tax Withholding Methods, for more
details, including the definition of a
responsible person.

Permissible overall methods of
accounting include:
• Cash,
• Accrual, or
• Any other method authorized by the
Internal Revenue Code.

Generally, a partnership may use the
cash method of accounting unless it’s
required to maintain inventories, has a C
corporation as a partner, or is a tax shelter
(as defined in section 448(d)(3)). However,
for tax years beginning after 2017, any
partnership qualifying as a small business
taxpayer (defined below) may use the cash
method.

Tax shelter election. A taxpayer that is a
tax shelter, as defined in section 448(d)(3) of
the Internal Revenue Code, is not permitted
to use the cash method pursuant to section
448(a)(3), and is also not permitted to use
the small business taxpayer exemptions
contained in sections 163(j)(3) (limitation on
business interest), 263A(i) (uniform
capitalization), 460(e)(1)(B) (percentage of
completion method), and 471(c) (general
inventory method). Under section 448(d)(3),
a taxpayer that is a "syndicate" is considered
a tax shelter. For purposes of section 448(d)
(3), a syndicate is a partnership or other
entity (other than a C corporation) if more
than 35% of the losses of such entity during
the tax year are allocated to limited partners
or limited entrepreneurs.
The final regulations under section 448
permit a taxpayer to make an annual election
to use its allocations made in the
immediately preceding tax year, instead of
using the current tax year's allocation, to
determine whether the taxpayer is a
syndicate under section 448(d)(3) for the
current tax year. The election is made on the
timely filed original return (including
extensions) for the tax year for which it is
made. The election is valid only for the tax
year for which it is made, and once made,
cannot be revoked. See Regulations section
1.448-2(b)(2)(iii)(B)(2) (T.D. 9942) for
guidance on the time and manner of making
the annual election and effective dates.
Small business taxpayer. For tax years
beginning after 2017, a small business
taxpayer (defined below) can adopt or
change its accounting method to account for
inventories (i) in the same manner as
materials and supplies that are
nonincidental, or (ii) to conform to the
taxpayer's treatment of inventories in an
applicable financial statement (as defined in
section 451(b)(3)), or, if the taxpayer doesn't
have an applicable financial statement, the
method of accounting used in the taxpayer's
-6-

Accrual method. Under the accrual
method, an amount is includible in income
when:
1. All the events have occurred that fix
the right to receive income, which is the
earliest date:
• Payment is earned through the required
performance,
• Payment is due to the taxpayer, or
• Payment is received by the taxpayer, or
• When the income is reported as revenue
in an applicable financial statement (AFS);
and
2. When the amount can be determined
with reasonable accuracy.

See Regulations sections 1.451-1(a) and
1.451-3(c) for details.
Generally, an accrual basis taxpayer can
deduct accrued expenses in the tax year in
which:
• All events that establish the liability have
occurred,
• The amount of the liability can be figured
with reasonable accuracy, and
• Economic performance takes place with
respect to the expense.
For property and service liabilities, for
example, economic performance occurs as
the property or service is provided. There are
special economic performance rules for
certain items, including recurring expenses.
See section 461(h) and the related
regulations for the rules for determining
when economic performance takes place.
Nonaccrual-experience method. Accrual
method partnerships aren't required to
accrue certain amounts to be received from
the performance of services that, on the
basis of their experience, will not be
collected if:
• The services are in the fields of health,
law, engineering, architecture, accounting,
actuarial science, performing arts, or
consulting; or
• The partnership's average annual gross
receipts don’t exceed $26 million for all prior
tax years. For more details, see section
448(d)(5).
This provision doesn't apply to any
amount if interest is required to be paid on
the amount or if there is any penalty for
failure to timely pay the amount. For

Instructions for Form 1065 (2021)

information, see section 448(d)(5) and
Regulations section 1.448-2. For reporting
requirements, see the instructions for line 1a.
Percentage of completion method.
Long-term contracts (except for certain real
property construction contracts) must
generally be accounted for using the
percentage of completion method described
in section 460. See section 460 and the
underlying regulations for rules on long-term
contracts.

Include any net positive section 481(a)
adjustment on page 1 of Form 1065, line 7. If
the net section 481(a) adjustment is
negative, report it on page 1, line 20.
There are some instances when the
partnership can obtain automatic consent
from the IRS to change to certain accounting
methods. See the Instructions for Form
3115.

Rounding Off to Whole
Dollars

The partnership may enter decimal points
and cents when completing its return.
However, it should round off cents to whole
dollars on its return, forms, and schedules to
make completing its return easier. The
partnership must either round off all amounts
on the return to whole dollars, or use cents
for all amounts. To round, drop amounts
under 50 cents and increase amounts from
50 to 99 cents to the next dollar. For
example, $8.40 rounds to $8 and $8.50
rounds to $9.

DRAFT AS OF
November 24, 2021
Mark-to-market accounting method.
Dealers in securities must use the
mark-to-market accounting method
described in section 475. Under this method,
any security that is inventory to the dealer
must be included in inventory at its fair
market value (FMV). Any security that isn't
inventory and that is held at the close of the
tax year is treated as sold at its FMV on the
last business day of the tax year, and any
gain or loss must be taken into account in
determining gross income. The gain or loss
taken into account is generally treated as
ordinary gain or loss. For details, including
exceptions, see section 475, the related
regulations, and Rev. Rul. 97-39, 1997-39
I.R.B. 4.
Dealers in commodities and traders in
securities and commodities can elect to use
the mark-to-market accounting method. To
make the election, the partnership must file a
statement describing the election, the first
tax year the election is to be effective, and, in
the case of an election for traders in
securities or commodities, the trade or
business for which the election is made.
Except for new taxpayers, the statement
must be filed by the due date (not including
extensions) of the return for the tax year
immediately preceding the election year and
attached to that return or, if applicable, to a
request for an extension of time to file that
return. For more details, see Rev. Proc.
99-17, 1999-7 I.R.B. 52, as superseded in
part by Rev. Proc. 99-49; and sections
475(e) and (f).
Change in accounting method.
Generally, the partnership must get IRS
consent to change its method of accounting
used to report income or expense (for
income or expense as a whole or for any
material item). To do so, the partnership
must generally file Form 3115, Application
for Change in Accounting Method, during the
tax year for which the change is requested.
See the Instructions for Form 3115 and Pub.
538, for more information and exceptions.
Section 481(a) adjustment. The
partnership may have to make an adjustment
to prevent amounts of income or expenses
from being omitted or duplicated. This is
called a section 481(a) adjustment. The
section 481(a) adjustment period is generally
1 year for a net negative adjustment and 4
years for a net positive adjustment. However,
in some instances, a partnership can elect to
modify the section 481(a) adjustment period.
The partnership must complete the
appropriate lines of Form 3115 to make the
election. See the Instructions for Form 3115.

Instructions for Form 1065 (2021)

Accounting Periods

A partnership is generally required to have
one of the following tax years.
1. The tax year of a majority of its
partners (majority tax year).
2. If there is no majority tax year, then
the tax year common to all of the
partnership's principal partners (partners
with an interest of 5% or more in the
partnership profits or capital).
3. If there is neither a majority tax year
nor a tax year common to all principal
partners, then the tax year that results in the
least aggregate deferral of income.
Note. In determining the tax year of a
partnership under (1), (2), or (3) above, the
tax years of certain tax-exempt and foreign
partners are disregarded. See Regulations
section 1.706-1(b) for more details.
4. Some other tax year if:
• The partnership can establish that there is
a business purpose for the tax year; or
• The partnership elects under section 444
to have a tax year other than a required tax
year by filing Form 8716, Election To Have a
Tax Year Other Than a Required Tax Year.
For a partnership to have this election in
effect, it must make the payments required
by section 7519 and file Form 8752,
Required Payment or Refund Under Section
7519.
A section 444 election ends if a
partnership changes its accounting period to
its required tax year or some other permitted
year or it is penalized for willfully failing to
comply with the requirements of section
7519. If the termination results in a short tax
year, type or legibly print at the top of the first
page of Form 1065 for the short tax year,
“SECTION 444 ELECTION TERMINATED”;
or
• The partnership elects to use a
52-53-week tax year that ends with reference
to either its required tax year or a tax year
elected under section 444.
Change of tax year. To change its tax
year or to adopt or retain a tax year other
than its required tax year, the partnership
must file Form 1128, Application To Adopt,
Change, or Retain a Tax Year, unless the
partnership is making an election under
section 444.
The tax year of a common trust fund

TIP must be the calendar year.

-7-

If two or more amounts are added to
figure the amount to enter on a line, include
cents when adding the amounts and round
off only the total.

Recordkeeping

The partnership must keep its records as
long as they may be needed for the
administration of any provision of the Internal
Revenue Code. The partnership must
usually keep records that support an item of
income, deduction, or credit on the
partnership return for 3 years from the date
the return is due or is filed, whichever is later.
These records must usually be kept for 3
years from the date each partner's return is
due or is filed, whichever is later. It must also
keep records that verify the partnership's
basis in property for as long as they are
needed to figure the basis of the original or
replacement property.

The partnership should also keep copies
of all returns it has filed. They help in
preparing future returns and in making
computations when filing an amended return.
Administrative Adjustment Request
(AAR). A partnership that is subject to the
BBA centralized partnership audit regime
must file an AAR to request an administrative
adjustment in the amount or other treatment
of one or more partnership-related items.
BBA partnerships filing an AAR should not
file amended tax returns or amended
Schedules K-1 and/or K-3.
Electronically filed AARs. If the AAR will
be filed electronically, complete Form 1065
with the corrected amounts and check box
G(5). In addition, complete Form 8082,
Notice of Inconsistent Treatment or
Administrative Adjustment Request (AAR).
See the Instructions for Form 8082 for
detailed instructions.
AARs for which payment is made. A
partnership filing an AAR that has not made
a valid election out of the BBA centralized
partnership audit regime, and that does not
elect to have its partners take adjustments
into account, and that has adjustments that
result in an imputed underpayment, should
report the imputed underpayment and any
interest and penalties on Form 1065, page 1,
line 25. See the Instructions for Form 8082
for information on how to figure a BBA
imputed underpayment and what to do when
an adjustment requested by an AAR doesn't

result in an imputed underpayment. See
section 6233 for information about interest
and penalties on the imputed underpayment.
Include the following information on your
payment.
• Name of partnership.
• Form 1065.
• Tax identification number.
• Tax year.
• BBA AAR Imputed Underpayment.
• Checks must be payable to “United States
Treasury.”
Mail payment to:

item, the corrected amount or other
treatment of the item, and an explanation of
the reason(s) for each change. If the income,
deductions, credits, or other information
provided to any partner on Schedule K-1 or
Schedule K-3, as applicable, is incorrect, file
an amended Schedule K-1 or K-3 for that
partner with the amended Form 1065. Also
give a copy of the amended Schedule K-1 or
K-3 to that partner. Check the “Amended
K-1” or “Amended K-3” box at the top of the
Schedule K-1 or K-3 to indicate that it is an
amended Schedule K-1 or K-3.

Partnership-partners who are filing
amended returns electronically as part of the
modification will report the applicable
payment of tax and interest and any
penalties on Form 1065, page 1, line 25. A
payment made with an amended Form 1065
should detail the amount of the payment to
be applied separately to tax, interest, and
penalties. The partnership should consider
all guidance issued by the IRS when figuring
the amount due. In general, the partnership
should figure its amount due in accordance
with Regulations sections 301.6225-2(d)(2)
(vi)(A) and 301.6226-3(e)(4)(iii).

DRAFT AS OF
November 24, 2021
Ogden Service Center
Ogden, UT 84201-0011

Payments can be made by check or
electronically. If making an electronic
payment, choose the payment description
“BBA AAR Imputed Underpayment” from the
list of payment types.
If the partnership has an imputed
underpayment, the partnership may elect to
have its partners take the adjustments into
account instead of paying the imputed
underpayment. See the Instructions for Form
8082 for information on how to make the
election.

Amended Return

The procedures to follow when filing an
amended partnership return depend on
whether the amended return is filed
electronically or on paper. The rules for
determining when a return must be filed
electronically (see Electronic Filing, earlier)
also apply to amended returns.
Electronically filed amended returns. If
the amended return will be filed
electronically, complete Form 1065 and
check box G(5) to indicate that you are filing
an amended return. Attach a statement that
identifies the line number of each amended

Partner amended return filed as part of
modification of the imputed underpayment during a BBA examination. Section
6225(c)(2) allows a BBA partnership under
examination to request specific types of
modifications of any imputed underpayment
proposed by the IRS. One type of
modification that may be requested is when
one or more partners, including
partnership-partners, file amended returns
for the tax years of the partners which
includes the end of the reviewed year of the
BBA partnership under examination and for
any tax year with respect to which tax
attributes are affected.
A modification amended return filing must
meet a number of requirements. Therefore, a
partnership-partner filing a modification
amended return must refer to Form 8982,
Affidavit for Partner Modification Amended
Return Under IRC 6225(c)(2)(A) or Partner
Alternative Procedure Under IRC 6225(c)(2)
(B). The instructions for Form 8982,
Section A, explain the modification of
amended returns, requirements for payment
and submission, and the requirement to
provide Form 8982, Section A, to the PR of
the BBA partnership. See Filing Instructions
for Partner Modification Amended Returns
and Paying the Amount You Owe in the
instructions for Form 8982.

Paper-filed amended returns and AARs.
If the amended return or AAR will not be filed
electronically, complete Form 1065-X,
Amended Return or Administrative
Adjustment Request (AAR), to file the
amended return or administrative adjustment
request. See Form 1065-X and its separate
instructions for information on completing
and filing the form.
When a partnership's federal return

TIP is amended or changed for any

reason, it may affect the
partnership's state tax return. For more
information, contact the state tax agency for
the state in which the partnership return was
filed.

What if You Can’t Pay Now?

Go to IRS.gov/Payments for more
information about your options.
• Apply for an online payment agreement
(IRS.gov/OPA) to meet your tax obligation in
monthly installments if you can’t pay your
taxes in full today. Once you complete the
online process, you will receive immediate
notification of whether your agreement has
been approved.
• Use the Offer in Compromise PreQualifier to see if you can settle your tax debt
for less than the full amount you owe.

Other Forms, Returns, and Statements That May Be Required
Form, Return, or Statement

Use this to—

W-2 and W-3—Wage and Tax Statement; and Transmittal of Wage
and Tax Statements

Report wages, tips, other compensation, and withheld income, social security, and Medicare taxes for
employees.

720—Quarterly Federal Excise Tax Return

Report and pay environmental excise taxes, communications and air transportation taxes, fuel taxes,
manufacturers taxes, ship passenger tax, and certain other excise taxes. Also see Trust Fund
Recovery Penalty, earlier.

940—Employer's Annual Federal Unemployment (FUTA) Tax Return Report and pay FUTA tax.
941—Employer's QUARTERLY Federal Tax Return

Report quarterly income tax withheld on wages and employer and employee social security and
Medicare taxes. Also see Trust Fund Recovery Penalty, earlier.

943—Employer's Annual Federal Tax Return for Agricultural
Employees

Report income tax withheld and employer and employee social security and Medicare taxes on
farmworkers. Also see Trust Fund Recovery Penalty, earlier.

944—Employer's ANNUAL Federal Tax Return

File annual Form 944 instead of filing quarterly Forms 941 if the IRS notified you in writing.

945—Annual Return of Withheld Federal Income Tax

Report income tax withheld from nonpayroll payments, including pensions, annuities, individual
retirement accounts (IRAs), gambling winnings, and backup withholding. Also see Trust Fund
Recovery Penalty, earlier.

-8-

Instructions for Form 1065 (2021)

Form, Return, or Statement

Use this to—

1042 and 1042-S—Annual Withholding Tax Return for U.S. Source
Income of Foreign Persons; and Foreign Person's U.S. Source
Income Subject to Withholding

Report and send withheld tax on payments or distributions made to nonresident alien individuals,
foreign partnerships, or foreign corporations to the extent these payments or distributions constitute
gross income from sources within the United States that isn't effectively connected with a U.S. trade or
business. A domestic partnership must also withhold tax on a foreign partner's distributive share of
such income, including amounts that are not actually distributed. Withholding on amounts not
previously distributed to a foreign partner must be made and paid over by the earlier of:
• The date on which Schedules K-1 and K-3 are sent to that partner, or
• The 15th day of the 3rd month after the end of the partnership's tax year.
For more details, see sections 1441 and 1442 and Pub. 515, Withholding of Tax on Nonresident Aliens
and Foreign Entities.

DRAFT AS OF
November 24, 2021
1042-T—Annual Summary and Transmittal of Forms 1042-S

Transmit paper Forms 1042-S to the IRS.

1065-X—Amended Return or Administrative Adjustment Request
(AAR)

Use Form 1065-X to correct a previously filed partnership return or to make an Administrative
Adjustment Request for a previously filed return.

1095-B and 1094-B—Health Coverage; and Transmittal of Forms
1095-B

Required to be filed by certain health insurance issuers and others who provide minimum essential
coverage to report information on the primary insured and other individuals covered under the plan.

1095-C and 1094-C—Employer-Provided Health Insurance Offer and Used by certain employers to report information about the health care coverage the employer offered
Coverage; and Transmittal of Forms 1095-C
with regard to each full-time employee.
1096—Annual Summary and Transmittal of U.S. Information Returns Transmit paper Forms 1097, 1098, 1099, 3921, 3922, 5498, and W-2G to the IRS.
1097-BTC—Bond Tax Credit

Report tax credits to bond holders and tax credits passed to another person.

1098—Mortgage Interest Statement

Report the receipt from any individual of $600 or more of mortgage interest (including certain points) in
the course of the partnership's trade or business.

1099-A, B, C, INT, K, LS, LTC, MISC, NEC, OID, R, S, and SA.

Report the following.
• Acquisitions or abandonments of secured property.
Important. Every partnership must file Forms 1099-MISC or
• Proceeds from broker and barter exchange transactions.
1099-NEC if, in the course of its trade or business, it makes payments • Cancellation of debts.
of rents, commissions, or other fixed or determinable income (see
• Interest income.
section 6041) totaling $600 or more to any one person during the
• Payment card and third-party network transactions.
calendar year.
• Payments of long-term care and accelerated death benefits.
• Acquisition of a life insurance contract, or interest therein, in a reportable policy sale.
• Miscellaneous income.
• Nonemployee compensation
• Original issue discount.
• Distributions from pensions, annuities, retirement or profit-sharing plans, IRAs, insurance
contracts, etc.
• Proceeds from real estate transactions.
• Distributions from an HSA, Archer MSA, or Medicare Advantage MSA.
5471—Information Return of U.S. Persons With Respect to Certain
Foreign Corporations

A partnership may have to file Form 5471 if it:
• Controls a foreign corporation, or
• Acquires or owns 10% or more of the total combined voting power or values of shares of all classes
of stock, or
• Disposes of sufficient stock to reduce its interest to less than 10% of the total combined voting
power or values of shares of all classes of stock.

5713—International Boycott Report

Report operations in, or related to, a “boycotting” country, company, or national of a country and to
figure the loss of certain tax benefits. The partnership must give each partner a copy of the Form 5713
filed by the partnership if there has been participation in, or cooperation with, an international boycott.

8275—Disclosure Statement

Disclose items or positions, except those contrary to a regulation, that are not otherwise adequately
disclosed on a tax return. The disclosure is made to avoid the parts of the accuracy-related penalty
imposed for disregard of rules or substantial understatement of tax. Also use Form 8275 for
disclosures relating to preparer penalties for understatements due to unrealistic positions or disregard
of rules.

8275-R—Regulation Disclosure Statement

Disclose any item on a tax return for which a position has been taken that is contrary to Treasury
regulations.

8288 and 8288-A—U.S. Withholding Tax Return for Dispositions by
Foreign Persons of U.S. Real Property Interests; and Statement of
Withholding on Dispositions by Foreign Persons of U.S. Real
Property Interests

Report and send withheld tax on the sale of U.S. real property by a foreign person. See section 1445
and the related regulations for additional information.

8300—Report of Cash Payments Over $10,000 Received in a Trade
or Business

Report the receipt of more than $10,000 in cash or foreign currency in one transaction or a series of
related transactions.

8308—Report of a Sale or Exchange of Certain Partnership Interests Report the sale or exchange by a partner of all or part of a partnership interest where any money or
other property received in exchange for the interest is attributable to unrealized receivables or
inventory items.
8594—Asset Acquisition Statement Under Section 1060

Report a sale of assets if goodwill or going concern value attaches, or could attach, to such assets.
Both the seller and buyer of a group of assets that makes up a trade or business must use this form.

8621—Information Return by a Shareholder of a Passive Foreign
Investment Company or Qualified Electing Fund

Report ownership interest in a passive foreign investment company or qualified electing fund.

Instructions for Form 1065 (2021)

-9-

Form, Return, or Statement

Use this to—

8697—Interest Computation Under the Look-Back Method for
Completed Long-Term Contracts

Figure the interest due or to be refunded under the look-back method of section 460(b)(2) on certain
long-term contracts that are accounted for under either the percentage of completion-capitalized cost
method or the percentage of completion method. Partnerships that are not closely held use this form.
Closely held partnerships should see the instructions for Line 20c. Other Items and Amounts, and
Look-back interest—completed long-term contracts (code J)., later, for details on the Form 8697
information they must provide to their partners.

8804, 8805, and 8813—Annual Return for Partnership Withholding
Tax (Section 1446); Foreign Partner's Information Statement of
Section 1446 Withholding Tax; and Partnership Withholding Tax
Payment Voucher (Section 1446)

Figure and report the withholding tax on the distributive shares of any effectively connected gross
income for foreign partners. This is done on Forms 8804 and 8805. Use Form 8813 to send installment
payments of withheld tax based on effectively connected taxable income allocable to foreign partners.
Exception. PTPs do not file these forms. They must instead withhold tax on distributions to foreign
partners and report and send payments using Forms 1042 and 1042-S. See Regulations section
1.1446-4 for more information.

8832—Entity Classification Election

See Entity Classification Election, later.

8865—Return of U.S. Persons With Respect to Certain Foreign
Partnerships

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). See Form 8865
and its instructions for more details.

8866—Interest Computation Under the Look-Back Method for
Property Depreciated Under the Income Forecast Method

Figure the interest due or to be refunded under the look-back method of section 167(g)(2) for certain
property placed in service after September 13, 1995, depreciated under the income forecast method.
Partnerships that are not closely held use this form. Closely held partnerships should see the
instructions for line 20c, Look-back interest—income forecast method (code K)., later, for details on
the Form 8866 information they must provide to their partners.

8876—Excise Tax on Structured Settlement Factoring Transactions

Report and pay the 40% excise tax imposed under section 5891.

8886—Reportable Transaction Disclosure Statement

Disclose information for each reportable transaction in which the partnership participated. Form 8886
must be filed for each tax year the partnership participated in the reportable transaction. The
partnership may have to pay a penalty if it's required to file Form 8886 and doesn't do so. The following
are reportable transactions.
1. Any listed transaction, which is a transaction that is the same as or substantially similar to one
of the types of transactions that the IRS has determined to be a tax avoidance transaction and
identified by notice, regulation, or other published guidance as a listed transaction.
2. Any transaction offered under conditions of confidentiality for which the partnership (or a
related party) paid an adviser a fee of at least $50,000 ($250,000 for partnerships if all partners are
corporations).
3. Certain transactions for which the partnership (or a related party) has contractual protection
against disallowance of the tax benefits.
4. Certain transactions resulting in a loss of at least $2 million in any single year or $4 million in
any combination of years.
5. Any transaction of interest, which is a transaction that is the same as, or substantially similar
to, one of the types of transactions identified by the IRS by notice, regulation, or other published
guidance. See Notice 2009-55, 2009-31 I.R.B. 170.

DRAFT AS OF
November 24, 2021

See Regulations section 1.6011-4, the Instructions for Form 8886, and the instructions for Line 20c.
Other Items and Amounts, and Other information (code AH), later, for more information.
8918—Material Advisor Disclosure Statement

Material advisors to any reportable transaction must disclose certain information about the reportable
transaction by filing a Form 8918 with the IRS. See Form 8918 and its instructions for more details.

8925—Report of Employer-Owned Life Insurance Contracts

Report the number of employees covered by employer-owned life insurance contracts issued after
August 17, 2006, and the total amount of employer-owned life insurance in force on those employees
at the end of the tax year.

8990—Limitation on Business Interest Expense Under Section 163(j)

Business interest expense may be limited. See section 163(j) and Form 8990 and its instructions. Also
see Schedule B, questions 23 and 24, and the related instructions.

8994—Employer Credit for Paid Family and Medical Leave

Report if the partnership has a credit for paid family and medical leave. See the Instructions for Form
8994 for more information.

8996—Qualified Opportunity Fund

Certify that the requirements to be a qualified opportunity fund investing in qualified opportunity zone
property, as defined in section 1400Z-2 have been fulfilled. Entities attaching Form 8996 must also
complete Form 1065, Schedule B, question 25. For more information, see the Instructions for Form
8996.

Assembling the Return

When submitting Form 1065, organize the
pages of the return in the following order.
• Pages 1–5.
• Schedule F (Form 1040), Profit or Loss
From Farming (if required).
• Form 8825, Rental Real Estate Income
and Expenses of a Partnership or an S
Corporation (if required).
• Schedule D (Form 1065), Capital Gains
and Losses (if required).
• Form 4797, Sales of Business Property (if
required).

• Form 8949, Sales and Other Dispositions
of Capital Assets (if required).
• Form 8996, Qualified Opportunity Fund (if
required).
• Form 1125-A, Cost of Goods Sold (if
required).
• Form 8941, Credit For Small Employer
Health Insurance Premiums (if required).
• Form 6252, Installment Sale Income (if
required).
• Form 8997, Initial and Annual Statement
of Qualified Opportunity Fund (QOF)
Investments (if required).

-10-

• Form 8938, Statement of Specified
Foreign Financial Assets (if required).
• Any other schedules in alphabetical order,
including Schedules K-2, K-3, and K-1 (Form
1065).
• Any other forms in numerical order.
Complete every applicable entry space
on Form 1065 and Schedule K-1. Do not
enter “See attached” instead of completing
the entry spaces. Penalties may be
assessed if the partnership files an
incomplete return. If you need more space
on the forms or schedules, attach separate
sheets and place them at the end of the

Instructions for Form 1065 (2021)

return using the same size and format as on
the printed forms. Show the totals on the
printed forms. Also be sure to put the
partnership's name and EIN on each
supporting statement.

Entity Classification
Election

for the tax year during which the distribution
or transfer occurs. See Proposed
Regulations section 1.754-1(b)(1). The
statement must include:
• The name and address of the partnership,
and
• A declaration that the partnership elects
under section 754 to apply the provisions of
section 734(b) and section 743(b).
The partnership can get an automatic
12-month extension to make the section 754
election, provided corrective action is taken
within 12 months of the original deadline for
making the election. For details, see
Regulations section 301.9100-2.
See section 754 and the related
regulations for more information.
If there is a distribution of property
consisting of an interest in another
partnership, see section 734(b).
The partnership is required to attach a
statement for any section 743(b) basis
adjustments. See below for details.
To revoke a section 754 election, the
partnership must file the revocation request
using Form 15254, Request for Section 754
Revocation. See the instructions for Form
15254 for more information.
5. Section 743(e) (electing investment
partnership).
6. Regulations section 1.1411-10(g)
(section 1411 election regarding CFCs and
QEFs).
A domestic partnership that directly or
indirectly owns stock of a controlled foreign
corporation (CFC) (within the meaning of
section 953(c)(1)(B) or section 957(a)) or a
passive foreign investment company (within
the meaning of section 1297(a)) that the
domestic partnership treats as a qualified
electing fund (QEF) under section 1293 may
make the election provided in Regulations
section 1.1411-10(g). The election must be
made no later than the first tax year
beginning after 2013 during which the
partnership (i) includes an amount in gross
income for chapter 1 purposes under section
951(a) or section 1293(a) for the CFC or
QEF, and (ii) has a direct or indirect owner
that is subject to tax under section 1411 or
would have been if the election were made.
This election must be made on an
entity-by-entity basis, and applies only to the
particular CFCs and QEFs for which an
election is made. In general, for purposes of
section 1411, if an election is in effect for a
CFC or QEF, the amounts included in
income under section 951 and section 1293
derived from the CFC or QEF are included in
net investment income, and distributions
described in section 959(d) or section
1293(c) are excluded from net investment
income. An election that is made under
Regulations section 1.1411-10(g) cannot be
revoked. For more information regarding this
election, see Regulations section
1.1411-10(g).
The election must be made in a statement
that is filed with the partnership’s original or
amended return for the tax year in which the

election is made. An election can be made
on an amended return only if the tax year for
which the election is made, and all tax years
affected by the election, aren't closed by the
period of limitations on assessments under
section 6501. The statement must include:
• The name and EIN of the partnership
making the election;
• A declaration that the partnership elects
under Regulations section 1.1411-10(g) to
apply the rules in Regulations section
1.1411-10(g) to the CFCs and QEFs
identified in the statement; and
• The following information for each CFC
and QEF for which an election is made: (i)
the name of the CFC or QEF; and (ii) either
the EIN of the CFC or QEF, or, if the CFC or
QEF doesn't have an EIN, the reference ID
number of the CFC or QEF.
In addition, for each CFC or QEF held by
the partnership for which an election under
Regulations section 1.1411-10(g) has
already been made by the partnership, the
statement should include (i) the name of the
CFC or QEF; and (ii) either the EIN of the
CFC or QEF, or, if the CFC or QEF doesn't
have an EIN, the reference ID number of the
CFC or QEF.
7. Section 41(h) (payroll tax credit
election).

DRAFT AS OF
November 24, 2021
Use Form 8832, Entity Classification
Election, to make a change in classification.
Except for certain business entities always
classified as a corporation, a business entity
with at least two members may choose to be
classified either as a partnership or an
association taxable as a corporation. A
domestic eligible entity with at least two
members that doesn't file Form 8832 is
classified under the default rules as a
partnership. However, a foreign eligible
entity with at least two members is classified
under the default rules as a partnership only
if the entity doesn't provide limited liability to
at least one member. File Form 8832 only if
the entity doesn't want to be classified under
these default rules or if it wants to change its
classification.

!

CAUTION

Attach a copy of Form 8832 to the
partnership's federal tax return for
the tax year of the election.

Elections Made by the
Partnership

Generally, the partnership decides how to
figure income from its operations. For
example, it chooses the accounting method
and depreciation methods it will use. The
partnership also makes elections under the
following sections.
1. Section 179 (election to expense
certain property).
2. Section 614 (definition of
property—mines, wells, and other natural
deposits). This election must be made before
the partners figure their individual depletion
allowances under section 613A(c)(7)(D).
3. Section 1033 (involuntary
conversions).
4. Section 754 (manner of electing
optional adjustment to basis of partnership
property).
Under section 754, a partnership may
elect to adjust the basis of partnership
property when property is distributed or
when a partnership interest is transferred. If
the election is made regarding a transfer of a
partnership interest (section 743(b)) and the
assets of the partnership constitute a trade
or business for purposes of section 1060(c),
then the value of any goodwill transferred
must be determined in the manner provided
in Regulations section 1.1060-1. Once an
election is made under section 754, it applies
both to all distributions and to all transfers
made during the tax year and in all
subsequent tax years unless the election is
revoked.
This election must be made in a
statement that is filed with the partnership's
timely filed return (including any extension)

Instructions for Form 1065 (2021)

-11-

Effect of Section 743(b) Basis
Adjustment on Partnership
Items

If the basis of partnership property has been
adjusted for a transferee partner under
section 743(b), the partnership must adjust
the transferee's distributive share of the
items of partnership income, deduction, gain,
or loss in accordance with Regulations
sections 1.743-1(j)(3) and (4). These
adjustments (other than adjustments to
depletable oil and gas property allocable to
the partner under section 613A(c)(7)(D))
must be reported on Schedule K and the
transferee partner's Schedule K-1. Report
the adjustments on an attached statement on
line 20c, code U. See the instructions for
line 20. Identify the partnership item being
adjusted and the amount of the adjustment.
If the adjustments are to partnership items
from more than one trade or business, report
the adjustments separately for each activity.

Electing Out of the Centralized
Partnership Audit Regime

A partnership can elect out of the centralized
partnership audit regime for a tax year if the
partnership is an eligible partnership that
year. See Question 29 under Schedule B
later.

Elections Made by Each
Partner

Elections under the following sections are
made by each partner separately on the
partner's tax return.
1. Section 59(e) (election to deduct
ratably certain qualified expenditures such
as intangible drilling costs, mining

exploration expenses, or research and
experimental expenditures).
2. Section 108 (income from discharge
of indebtedness).
3. Section 617 (deduction and recapture
of certain mining exploration expenditures
paid or incurred).
4. Section 901 (foreign tax credit).

For property contributed to the
partnership, the contributing partner must
recognize gain or loss on a distribution of the
property to another partner within 7 years of
being contributed. The gain or loss is equal
to the amount that the contributing partner
should have recognized if the property had
been sold for its FMV when distributed,
because of the difference between the
property's basis and its FMV at the time of
contribution.

a partner's interest in other partnership
property (including money), treat the
transaction as a sale or exchange between
the partner and the partnership. Treat the
partnership gain (loss) as ordinary business
income (loss). The income (loss) is specially
allocated only to partners other than the
distributee partner.

DRAFT AS OF
November 24, 2021
Partner's Dealings With
Partnership

If a partner engages in a transaction with his
or her partnership, other than in his or her
capacity as a partner, the partner is treated
as not being a member of the partnership for
that transaction. Special rules apply to sales
or exchanges of property between
partnerships and certain persons, as
explained in Pub. 541, Partnerships.

Contributions to the
Partnership

Generally, no gain (loss) is recognized to the
partnership or any of the partners when
property is contributed to the partnership in
exchange for an interest in the partnership.
This rule doesn't apply to any gain realized
on a transfer of property to a partnership that
would be treated as an investment company
(within the meaning of section 351(e)) if the
partnership were incorporated. If, as a result
of a transfer of property to a partnership,
there is a direct or indirect transfer of money
or other property to the transferring partner,
the partner may have to recognize gain on
the exchange.
The basis to the partnership of property
contributed by a partner is the adjusted basis
in the hands of the partner at the time it was
contributed, plus any gain recognized (under
section 721(b)) by the partner at that time.
See section 723 for more information.

See Regulations sections 1.721(c)-1(b)
(7) and 1.721(c)-3(b) for more information on
a gain deferral contribution of section 721(c)
property to a section 721(c) partnership. Also
see Section 721(c) Partnership, Section
721(c) Property, and Gain Deferral Method
under Definitions, earlier.

Dispositions of
Contributed Property

Generally, if the partnership disposes of
property contributed to the partnership by a
partner, income, gain, loss, and deductions
from that property must be allocated among
the partners to take into account the
difference between the property's basis and
its FMV at the time of the contribution.
However, if the adjusted basis of the
contributed property exceeds its FMV at the
time of the contribution, the built-in loss can
only be taken into account by the
contributing partner. For all other partners,
the basis of the property in the hands of the
partnership is treated as equal to its FMV at
the time of the contribution (see section
704(c)(1)(C)).

See section 704(c) for details and other
rules on dispositions of contributed property.
See section 724 for the character of any gain
or loss recognized on the disposition of
unrealized receivables, inventory items, or
capital loss property contributed to the
partnership by a partner.

See Regulations sections 1.721(c)-4 and
1.721(c)-5 for more information on certain
dispositions of contributed 721(c) property to
which the gain deferral method applies. Also
see Section 721(c) Partnership, Section
721(c) Property, and Gain Deferral Method
under Definitions, earlier.

Recognition of
Precontribution Gain on
Certain Partnership
Distributions

A partner who contributes appreciated
property to the partnership must include in
income any precontribution gain to the extent
the FMV of other property (other than
money) distributed to the partner by the
partnership exceeds the adjusted basis of
his or her partnership interest just before the
distribution. Precontribution gain is the net
gain, if any, that would have been
recognized under section 704(c)(1)(B) if the
partnership had distributed to another
partner all the property that had been
contributed to the partnership by the
distributee partner within 7 years of the
distribution and that was held by the
partnership just before the distribution.
Appropriate basis adjustments are to be
made to the adjusted basis of the distributee
partner's interest in the partnership and the
partnership's basis in the contributed
property to reflect the gain recognized by the
partner.
For more details and exceptions, see
Pub. 541.

Unrealized Receivables
and Inventory Items

Generally, if a partner sells or exchanges a
partnership interest where unrealized
receivables or inventory items are involved,
the transferor partner must notify the
partnership, in writing, within 30 days of the
exchange. The partnership must then file
Form 8308, Report of a Sale or Exchange of
Certain Partnership Interests.
If a partnership distributes unrealized
receivables or substantially appreciated
inventory items in exchange for all or part of
-12-

If a partnership gives other property
(including money) for all or part of that
partner's interest in the partnership's
unrealized receivables or substantially
appreciated inventory items, treat the
transaction as a sale or exchange of the
property.

See Rev. Rul. 84-102, 1984-2 C.B. 119,
for information on the tax consequences that
result when a new partner joins a partnership
that has liabilities and unrealized
receivables. Also see Pub. 541 for more
information on unrealized receivables and
inventory items.

At-Risk Limitations

In general, section 465 limits the amount of
deductible losses partners can claim from
certain activities. The at-risk limitations don't
apply to the partnership, but instead apply to
each partner's share of net losses
attributable to each activity. Because the
treatment of each partner's share of
partnership losses depends on the nature of
the activity that generated it, the partnership
must report the items of income, loss, and
deduction separately for each activity. The
at-risk limitation applies to individuals,
estates, trusts, and certain closely held C
corporations. See Pub. 925, Passive Activity
and At-Risk Rules, for additional information.
Activities covered by the at-risk rules. If
the partnership is involved in one of the
following activities as a trade or business or
for the production of income, the partner may
be subject to the at-risk rules.
1. Holding, producing, or distributing
motion picture films or videotapes.
2. Farming.
3. Leasing section 1245 property,
including personal property and certain other
tangible property that's depreciable or
amortizable.
4. Exploring for, or exploiting, oil and
gas.
5. Exploring for, or exploiting,
geothermal deposits (for wells started after
September 1978).
6. Any other activity not included in
items 1 through 5, above, that's carried on as
a trade or business or for the production of
income.
Aggregation of activities. Activities
described in (6) above that constitute a trade
or business are treated as one activity if:
• You actively participate in the
management of the trade or business, or
• The trade or business is carried on by a
partnership or S corporation and 65% or
more of its losses for the tax year are

Instructions for Form 1065 (2021)

allocable to persons who actively participate
in the management of the trade or business.
Similar rules apply to activities described in
items (1) through (5) above. For more
information, see Pub. 925.
If you aggregate your activities under
these rules for section 465 purposes, check
the appropriate box in item K below the
name and address block on page 1 of Form
1065.

Special provisions apply to certain
activities. First, the passive activity limitations
must be applied separately for a net loss
from passive activities held through a PTP.
Second, special rules require that net
income from certain activities that would
otherwise be treated as passive income
must be recharacterized as nonpassive
income for purposes of the passive activity
limitations.

At-risk activity reporting requirements. If
the partnership items of income, loss, or
deduction reported on Schedule K-1 are
from more than one activity covered by the
at-risk rules, the partnership should report on
an attachment to Schedule K-1 information
relating to each activity as is required by Item
K. Partner's Share of Liabilities, later.
Additional information needed to enable the
partner to compute the profit or loss from
each at-risk activity and the amount at risk
may be required to be separately reported
pursuant to the Instructions for Form 6198
and Pub. 925.

To allow each partner to correctly apply
the passive activity limitations, the
partnership must report income or loss and
credits separately by activity for each of the
following.
• Trade or business activities.
• Rental real estate activities.
• Rental activities other than real estate.
• Portfolio income.

working interest directly or through an entity
that didn't limit the partner's liability (for
example, an interest as a general partner).
This exception applies regardless of whether
the partner materially participated for the tax
year.
4. The rental of a dwelling unit used by a
partner for personal purposes during the
year for more than the greater of 14 days or
10% of the number of days that the
residence was rented at fair rental value.
5. An activity of trading personal
property for the account of owners of
interests in the activity. For purposes of this
rule, personal property means property that
is actively traded, such as stocks, bonds,
and other securities. See Temporary
Regulations section 1.469-1T(e)(6).

DRAFT AS OF
November 24, 2021
Passive Activity
Limitations

In general, section 469 limits the amount of
losses, deductions, and credits that partners
can claim from “passive activities.” The
passive activity limitations don't apply to the
partnership. Instead, they apply to each
partner's share of any income or loss and
credit attributable to a passive activity.
Because the treatment of each partner's
share of partnership income or loss and
credit depends on the nature of the activity
that generated it, the partnership must report
income or loss and credits separately for
each activity.
The following instructions and the
instructions for Schedules K and K-1, later,
explain the applicable passive activity
limitation rules and specify the type of
information the partnership must provide to
its partners for each activity. If the
partnership had more than one activity, it
must report information for each activity on
an attached statement to Schedules K and
K-1.
Generally, passive activities include (a)
activities that involve the conduct of a trade
or business if the partner doesn't materially
participate in the activity, and (b) all rental
activities (defined later) regardless of the
partner's participation. For exceptions, see
Activities That Are Not Passive Activities,
later. The level of each partner's participation
in an activity must be determined by the
partner.
The passive activity rules provide that
losses and credits from passive activities can
generally be applied only against income
and tax from passive activities. Thus,
passive losses and credits cannot be applied
against income from salaries, wages,
professional fees, or a business in which the
partner materially participates; against
portfolio income (defined later); or against
the tax related to any of these types of
income.

Instructions for Form 1065 (2021)

Activities That Are Not Passive
Activities

The following are not passive activities.
1. Trade or business activities in which
the partner materially participated for the tax
year.
2. Any rental real estate activity in which
the partner materially participated if the
partner met both of the following conditions
for the tax year.
a. More than half of the personal
services the partner performed in trades or
businesses were performed in real property
trades or businesses in which he or she
materially participated.
b. The partner performed more than 750
hours of services in real property trades or
businesses in which he or she materially
participated.
Note. For a partner that is a closely held C
corporation (defined in section 465(a)(1)(B)),
the above conditions are treated as met if
more than 50% of the corporation's gross
receipts are from real property trades or
businesses in which the corporation
materially participated.
For purposes of this rule, each interest in
rental real estate is a separate activity,
unless the partner elects to treat all interests
in rental real estate as one activity.
If the partner is married filing jointly, either
the partner or his or her spouse must
separately meet both of the above
conditions, without taking into account
services performed by the other spouse.
A real property trade or business is any
real property development, redevelopment,
construction, reconstruction, acquisition,
conversion, rental, operation, management,
leasing, or brokerage trade or business.
Services the partner performed as an
employee aren't treated as performed in a
real property trade or business unless he or
she owned more than 5% of the stock (or
more than 5% of the capital or profits
interest) in the employer.
3. An interest in an oil or gas well drilled
or operated under a working interest if at any
time during the tax year the partner held the
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Trade or Business Activities

A trade or business activity is an activity
(other than a rental activity or an activity
treated as incidental to an activity of holding
property for investment) that:
1. Involves the conduct of a trade or
business (within the meaning of section
162),
2. Is conducted in anticipation of starting
a trade or business, or
3. Involves research or experimental
expenditures deductible under section 174
(or that would be if you chose to deduct
rather than capitalize them).

If the partner doesn't materially participate
in the activity, a trade or business activity
conducted through a partnership is generally
a passive activity of the partner.
Each partner must determine if the
partner materially participated in an activity.
As a result, while the partnership's ordinary
business income (loss) is reported on page 1
of Form 1065, the specific income and
deductions from each separate trade or
business activity must be reported on
attached statements to Form 1065. Similarly,
while each partner's distributive share of the
partnership's ordinary business income
(loss) is reported in box 1 of Schedule K-1,
each partner's distributive share of the
income and deductions from each trade or
business activity must be reported on
attached statements to each Schedule K-1.
See Passive Activity Reporting
Requirements, later, for more information.

Rental Activities

Generally, except as noted below, if the
gross income from an activity consists of
amounts paid principally for the use of real or
personal tangible property held by the
partnership, the activity is a rental activity.

There are several exceptions to this
general rule. Under these exceptions, an
activity involving the use of real or personal
tangible property isn't a rental activity if any
of the following apply.
• The average period of customer use
(defined below) for such property is 7 days or
less.

• The average period of customer use for
such property is 30 days or less and
significant personal services (defined below)
are provided by or on behalf of the
partnership.
• Extraordinary personal services (defined
below) are provided by or on behalf of the
partnership.
• The rental of such property is treated as
incidental to a nonrental activity of the
partnership under Temporary Regulations
section 1.469-1T(e)(3)(vi) and Regulations
section 1.469-1(e)(3)(vi)(D).
• The partnership customarily makes the
property available during defined business
hours for nonexclusive use by various
customers.
• The partnership provides property for use
in a nonrental activity of a partnership or joint
venture in its capacity as an owner of an
interest in such partnership or joint venture.
Whether the partnership provides property
used in an activity of another partnership or
of a joint venture in the partnership's capacity
as an owner of an interest in the partnership
or joint venture is determined on the basis of
all the facts and circumstances.

repairs, trash collection, elevator service,
and security at entrances.
Extraordinary personal services.
Services provided in connection with making
rental property available for customer use
are extraordinary personal services only if
the services are performed by individuals
and the customers' use of the rental property
is incidental to their receipt of the services.
For example, a patient's use of a hospital
room is generally incidental to the care
received from the hospital's medical staff.
Similarly, a student's use of a dormitory room
in a boarding school is incidental to the
personal services provided by the school's
teaching staff.

tax) from nonpassive activities. The
combined amount of rental real estate losses
and the deduction equivalent of rental real
estate credits from all sources (including
rental real estate activities not held through
the partnership) that may be claimed is
limited to $25,000. This $25,000 amount is
generally reduced for high-income partners.
Report rental real estate activity income
(loss) on Form 8825, Rental Real Estate
Income and Expenses of a Partnership or an
S Corporation, and line 2 of Schedule K and
in box 2 of Schedule K-1, rather than on
page 1 of Form 1065. Report credits related
to rental real estate activities on lines 15c
and 15d of Schedule K (box 15, codes E and
F, of Schedule K-1) and low-income housing
credits on lines 15a and 15b of Schedule K
(box 15, codes C and D of Schedule K-1).
See the instructions for Line 3. Other Net
Rental Income (Loss), later, for reporting
other net rental income (loss) other than
rental real estate.

DRAFT AS OF
November 24, 2021
In addition, a guaranteed payment
described in section 707(c) is never income
from a rental activity.
Average period of customer use. Figure
the average period of customer use for a
class of property by dividing the total number
of days in all rental periods by the number of
rentals during the tax year. If the activity
involves renting more than one class of
property, multiply the average period of
customer use of each class by the ratio of
the gross rental income from that class to the
activity's total gross rental income. The
activity's average period of customer use
equals the sum of these class-by-class
average periods weighted by gross income.
See Regulations section 1.469-1(e)(3)(iii).
Significant personal services. Personal
services include only services performed by
individuals. To determine if personal services
are significant personal services, consider all
the relevant facts and circumstances.
Relevant facts and circumstances include:
• How often the services are provided,
• The type and amount of labor required to
perform the services, and
• The value of the services in relation to the
amount charged for use of the property.
The following services aren't considered
in determining whether personal services are
significant.
• Services necessary to permit the lawful
use of the rental property.
• Services performed in connection with
improvements or repairs to the rental
property that extend the useful life of the
property substantially beyond the average
rental period.
• Services provided in connection with the
use of any improved real property that are
similar to those commonly provided in
connection with long-term rentals of
high-grade commercial or residential
property. Examples include cleaning and
maintenance of common areas, routine

Rental activity incidental to a nonrental
activity. An activity isn't a rental activity if
the rental of the property is incidental to a
nonrental activity, such as the activity of
holding property for investment, a trade or
business activity, or the activity of dealing in
property.
Rental of property is incidental to an
activity of holding property for investment if
both of the following apply.
• The main purpose for holding the property
is to realize a gain from the appreciation of
the property.
• The gross rental income from such
property for the tax year is less than 2% of
the smaller of the property's unadjusted
basis or its FMV.
Rental of property is incidental to a trade
or business activity if all of the following
apply.
• The partnership owns an interest in the
trade or business at all times during the year.
• The rental property was mainly used in
the trade or business activity during the tax
year or during at least 2 of the 5 preceding
tax years.
• The gross rental income from the property
for the tax year is less than 2% of the smaller
of the property's unadjusted basis or its
FMV.
The sale or exchange of property that is
also rented during the tax year (in which the
gain or loss is recognized) is treated as
incidental to the activity of dealing in property
if, at the time of the sale or exchange, the
property was held primarily for sale to
customers in the ordinary course of the
partnership's trade or business.
See Temporary Regulations section
1.469-1T(e)(3) and Regulations section
1.469-1(e)(3) for more information on the
definition of rental activities for purposes of
the passive activity limitations.
Reporting of rental activities. In reporting
the partnership's income or losses and
credits from rental activities, the partnership
must separately report rental real estate
activities and rental activities other than
rental real estate activities.
Partners who actively participate in a
rental real estate activity may be able to
deduct part or all of their rental real estate
losses (and the deduction equivalent of
rental real estate credits) against income (or
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Portfolio Income

Generally, portfolio income includes all gross
income, other than income derived in the
ordinary course of a trade or business, that is
attributable to interest; dividends; royalties;
income from a real estate investment trust
(REIT), a regulated investment company
(RIC), a real estate mortgage investment
conduit (REMIC), a common trust fund, a
CFC, a QEF, or a cooperative; income from
the disposition of property that produces
income of a type defined as portfolio income;
and income from the disposition of property
held for investment. See Self-Charged
Interest, later, for an exception.

Solely for purposes of the preceding
paragraph, gross income derived in the
ordinary course of a trade or business
includes (and portfolio income, therefore,
doesn't include) the following types of
income.
• Interest income on loans and investments
made in the ordinary course of a trade or
business of lending money.
• Interest on accounts receivable arising
from the performance of services or the sale
of property in the ordinary course of a trade
or business of performing such services or
selling such property, but only if credit is
customarily offered to customers of the
business.
• Income from investments made in the
ordinary course of a trade or business of
furnishing insurance or annuity contracts or
reinsuring risks underwritten by insurance
companies.
• Income or gain derived in the ordinary
course of an activity of trading or dealing in
any property if such activity constitutes a
trade or business (unless the dealer held the
property for investment at any time before
such income or gain is recognized).
• Royalties derived by the taxpayer in the
ordinary course of a trade or business of
licensing intangible property.
• Amounts included in the gross income of
a patron of a cooperative by reason of any
payment or allocation to the patron based on

Instructions for Form 1065 (2021)

patronage as a result of a trade or business
of the patron.
• Other income identified by the IRS as
income derived by the taxpayer in the
ordinary course of a trade or business.
See Temporary Regulations section
1.469-2T(c)(3) for more information on
portfolio income.

partnership's activities. For instance, the
following groupings may or may not be
permissible.
• A single activity.
• A movie theater activity and a bakery
activity.
• A Baltimore activity and a Philadelphia
activity.
• Four separate activities.
Once the partnership chooses a grouping
under these rules, it must continue using that
grouping in later tax years unless a material
change in the facts and circumstances
makes it clearly inappropriate.
The IRS may regroup the partnership's
activities if the partnership's grouping fails to
reflect one or more appropriate economic
units and one of the primary purposes of the
grouping is to avoid the passive activity
limitations.

Recharacterization of Passive
Income

Under Temporary Regulations section
1.469-2T(f) and Regulations section
1.469-2(f), net passive income from certain
passive activities must be treated as
nonpassive income. Net passive income is
the excess of an activity's passive activity
gross income over its passive activity
deductions (current year deductions and
prior year unallowed losses).

DRAFT AS OF
November 24, 2021
Report portfolio income and related
deductions on Schedule K rather than on
page 1 of Form 1065.

Self-Charged Interest

Certain self-charged interest income and
deductions may be treated as passive
activity gross income and passive activity
deductions if the loan proceeds are used in a
passive activity. Generally, self-charged
interest income and deductions result from
loans between the partnership and its
partners. It also includes loans between the
partnership and another partnership if each
owner in the borrowing entity has the same
proportional ownership interest in the lending
entity.
The self-charged interest rules don't
apply to a partner's interest in a partnership if
the partnership makes an election under
Regulations section 1.469-7(g) to avoid the
application of these rules. To make the
election, the partnership must attach to its
original or amended partnership return a
statement that includes the name, address,
and EIN of the partnership and a declaration
that the election is being made under
Regulations section 1.469-7(g). The election
will apply to the tax year in which it was
made and all subsequent tax years. Once
made, the election may only be revoked with
the consent of the IRS.
For more details on the self-charged
interest rules, see Regulations section
1.469-7.

Grouping Activities

Generally, one or more trade or business or
rental activities may be treated as a single
activity if the activities make up an
appropriate economic unit for measurement
of gain or loss under the passive activity
rules. Whether activities make up an
appropriate economic unit depends on all the
relevant facts and circumstances. The
factors given the greatest weight in
determining whether activities make up an
appropriate economic unit are:
• Similarities and differences in types of
trades or businesses,
• The extent of common control,
• The extent of common ownership,
• Geographical location, and
• Reliance between or among the activities.
Example. The partnership has a
significant ownership interest in a bakery and
a movie theater in Baltimore and a bakery
and a movie theater in Philadelphia.
Depending on the relevant facts and
circumstances, there may be more than one
reasonable method for grouping the

Instructions for Form 1065 (2021)

Limitation on grouping certain activities.
The following activities may not be grouped
together.
1. A rental activity with a trade or
business activity unless the activities being
grouped together make up an appropriate
economic unit and:
a. The rental activity is insubstantial
relative to the trade or business activity or
vice versa, or
b. Each owner of the trade or business
activity has the same proportionate
ownership interest in the rental activity. If so,
the portion of the rental activity involving the
rental of property to be used in the trade or
business activity can be grouped with the
trade or business activity.
2. An activity involving the rental of real
property with an activity involving the rental
of personal property (except personal
property provided in connection with the real
property or vice versa).
3. Any activity with another activity in a
different type of business and in which the
partnership holds an interest as a limited
partner or as a limited entrepreneur (as
defined in section 461(k)(4)) if that other
activity engages in holding, producing, or
distributing motion picture films or
videotapes; farming; leasing section 1245
property; or exploring for or exploiting oil and
gas resources or geothermal deposits.

Activities conducted through other partnerships. Once a partnership determines
its activities under these rules, the
partnership as a partner can use these rules
to group those activities with:
• Each other,
• Activities conducted directly by the
partnership, or
• Activities conducted through other
partnerships.
A partner cannot treat as separate
activities those activities grouped together by
a partnership.
If you group your activities under these
rules for section 469 purposes, check the
appropriate box in item K below the name
and address block on page 1 of Form 1065.
-15-

Any net passive income recharacterized
as nonpassive income is treated as
investment income for purposes of figuring
investment interest expense limitations if it is
from (a) an activity of renting substantially
nondepreciable property from an
equity-financed lending activity, or (b) an
activity related to an interest in a
pass-through entity that licenses intangible
property.

The amount of income from the activities
in the first three paragraphs, below, that any
partner will be required to recharacterize as
nonpassive income may be limited under
Temporary Regulations section 1.469-2T(f)
(8). Because the partnership will not have
information regarding all of a partner's
activities, it must identify all partnership
activities meeting the definitions under
Certain nondepreciable rental property
activities and Passive equity-financed
lending activities below as activities that may
be subject to recharacterization.
Income from the following six sources is
subject to recharacterization.
Significant participation passive activities. A significant participation passive
activity is any trade or business activity in
which the partner participated for more than
100 hours during the tax year but didn't
materially participate. Because each partner
must determine the partner's level of
participation, the partnership will not be able
to identify significant participation passive
activities.
Certain nondepreciable rental property
activities. Net passive income from a
rental activity is nonpassive income if less
than 30% of the unadjusted basis of the
property used or held for use by customers
in the activity is subject to depreciation under
section 167.
Passive equity-financed lending activities. If the partnership has net income from
a passive equity-financed lending activity,
the smaller of the net passive income or the
equity-financed interest income from the
activity is nonpassive income.
Rental of property incidental to a development activity. Net rental activity income
is the excess of passive activity gross
income from renting or disposing of property
over passive activity deductions (current
year deductions and prior year unallowed
losses) that are reasonably allocable to the
rented property. Net rental activity income is
nonpassive income for a partner if all of the
following apply.

• The partnership recognizes gain from the
sale, exchange, or other disposition of the
rental property during the tax year.
• The use of the item of property in the
rental activity started less than 12 months
before the date of disposition. The use of an
item of rental property begins on the first day
that (a) the partnership owns an interest in
the property, (b) substantially all of the
property is either rented or held out for rent
and ready to be rented, and (c) no significant
value-enhancing services remain to be
performed.
• The partner materially or significantly
participated for any tax year in an activity that
involved performing services to enhance the
value of the property (or any other item of
property if the basis of the property disposed
of is determined in whole or in part by
reference to the basis of that item of
property).
Because the partnership cannot
determine a partner's level of participation,
the partnership must identify net income from
property described earlier under Rental
Activities (without regard to the partner's
level of participation) as income that may be
subject to recharacterization.

all items required to be separately stated
under section 702(a) from each trade or
business activity, from each rental real estate
activity, from each rental activity other than a
rental real estate activity, and from
investments. If the partnership grouped
separate activities, the attachments must
identify each group. The attached group
activity description must be sufficient for a
partner to determine if its other activities
qualify to be grouped with any groups
provided by the partnership.
3. Identify the net income (loss) and
credits from each oil or gas well drilled or
operated under a working interest that any
partner (other than a partner whose only
interest in the partnership during the year is
as a limited partner) holds through the
partnership. Further, if any partner had an
interest as a general partner in the
partnership during less than the entire year,
the partnership must identify both the
disqualified deductions from each well that
the partner must treat as passive activity
deductions, and the ratable portion of the
gross income from each well that the partner
must treat as passive activity gross income.
4. Identify the net income (loss) and the
partner's share of partnership interest
expense from each activity of renting a
dwelling unit that any partner uses for
personal purposes during the year for more
than the greater of 14 days or 10% of the
number of days that the residence is rented
at fair rental value.
5. Identify the net income (loss) and the
partner's share of partnership interest
expense from each activity of trading
personal property conducted through the
partnership.
6. For any gain (loss) from the
disposition of an interest in an activity or of
an interest in property used in an activity
(including dispositions before 1987 from
which gain is being recognized after 1986):
a. Identify the activity in which the
property was used at the time of disposition;
b. If the property was used in more than
one activity during the 12 months preceding
the disposition, identify the activities in which
the property was used and the adjusted
basis allocated to each activity; and
c. For gains only, if the property was
substantially appreciated at the time of the
disposition and the applicable holding period
specified in Regulations section 1.469-2(c)
(2)(iii)(A) wasn't satisfied, identify the amount
of the nonpassive gain and indicate whether
the gain is investment income under
Regulations section 1.469-2(c)(2)(iii)(F).
7. Specify the amount of gross portfolio
income, the interest expense properly
allocable to portfolio income, and expenses
other than interest expense that are clearly
and directly allocable to portfolio income.
8. Identify separately any of the
following types of payments to partners.
a. Payments to a partner for services
other than in the partner's capacity as a
partner under section 707(a).

b. Guaranteed payments to a partner for
services under section 707(c).
c. Guaranteed payments for use of
capital.
d. If section 736(a)(2) payments are
made for unrealized receivables or for
goodwill, the amount of the payments and
the activities to which the payments are
attributable.
e. If section 736(b) payments are made,
the amount of the payments and the
activities to which the payments are
attributable.
9. Identify the ratable portion of any
section 481 adjustment (whether a net
positive or a net negative adjustment)
allocable to each partnership activity.
10. Identify the amount of gross income
from each oil or gas property of the
partnership.
11. Identify any gross income from
sources specifically excluded from passive
activity gross income, including:
a. Income from intangible property if the
partner is an individual whose personal
efforts significantly contributed to the
creation of the property;
b. Income from state, local, or foreign
income tax refunds; and
c. Income from a covenant not to
compete if the partner is an individual who
contributed the covenant to the partnership.
12. Identify any deductions that aren't
passive activity deductions.
13. If the partnership makes a full or
partial disposition of its interest in another
entity, identify the gain (loss) allocable to
each activity conducted through the entity,
and the gain allocable to a passive activity
that would have been recharacterized as
nonpassive gain had the partnership
disposed of its interest in property used in
the activity (because the property was
substantially appreciated at the time of the
disposition, and the gain represented more
than 10% of the partner's total gain from the
disposition).
14. Identify the following items from
activities that may be subject to the
recharacterization rules. See
Recharacterization of Passive Income,
earlier.
a. Net income from an activity of renting
substantially nondepreciable property.
b. The smaller of equity-financed
interest income or net passive income from
an equity-financed lending activity.
c. Net rental activity income from
property developed (by the partner or the
partnership), rented, and sold within 12
months after the rental of the property
commenced.
d. Net rental activity income from the
rental of property by the partnership to a
trade or business activity in which the partner
had an interest (either directly or indirectly).
e. Net royalty income from intangible
property if the partner acquired the partner's

DRAFT AS OF
November 24, 2021
Rental of property to a nonpassive activity. If a taxpayer rents property to a trade or
business activity in which the taxpayer
materially participates, the taxpayer's net
rental activity income from the property is
nonpassive income.
Acquisition of an interest in a
pass-through entity that licenses intangible property. Generally, net royalty income
from intangible property is nonpassive
income if the taxpayer acquired an interest in
the pass-through entity after the
pass-through entity created the intangible
property or performed substantial services or
incurred substantial costs in developing or
marketing the intangible property. Net royalty
income is the excess of passive activity
gross income from licensing or transferring
any right in intangible property over passive
activity deductions (current year deductions
and prior year unallowed losses) that are
reasonably allocable to the intangible
property.
See Temporary Regulations section
1.469-2T(f)(7)(iii) for exceptions to this rule.

Passive Activity Reporting
Requirements

To allow partners to correctly apply the
passive activity loss and credit limitation
rules, the partnership must do the following.
1. If the partnership carries on more
than one activity, provide an attached
statement for each activity conducted
through the partnership that identifies the
type of activity conducted (trade or business,
rental real estate, or rental activity other than
rental real estate). See Grouping Activities,
discussed earlier.
2. On the attached statement for each
activity, provide a statement, using the same
box numbers as shown on Schedule K-1,
detailing the net income (loss), credits, and

-16-

Instructions for Form 1065 (2021)

interest in the partnership after the
partnership created the intangible property or
performed substantial services, or incurred
substantial costs in developing or marketing
the intangible property.
15. Identify separately the credits from
each activity conducted by or through the
partnership.
16. Identify the partner's distributive
share of the partnership's self-charged
interest income or expense (see
Self-Charged Interest, earlier).
a. Loans between a partner and the
partnership. Identify the lending or
borrowing partner's share of the self-charged
interest income or expense. If the partner
made the loan to the partnership, also
identify the activity in which the loan
proceeds were used. If the proceeds were
used in more than one activity, allocate the
interest to each activity based on the amount
of the proceeds used in each activity.
b. Loans between the partnership
and another partnership or an S
corporation. If the partnership's partners
have the same proportional ownership
interest in the partnership and the other
partnership or S corporation, identify each
partner's share of the interest income or
expense from the loan. If the partnership was
the borrower, also identify the activity in
which the loan proceeds were used. If the
loan proceeds were used in more than one
activity, allocate the interest to each activity
based on the amount of the proceeds used
in each activity.

2. The partner materially participates
(within the meaning of the passive activity
loss rules (section 469)) in one or more of
the trades or businesses (within the meaning
of section 162) of the partnership or a
lower-tier pass-through entity (other than
trading in financial instruments or
commodities).
3. The partner doesn't qualify for the
optional simplified reporting method for
figuring its net investment income associated
with the disposition of the interest. For more
information, see the instructions for Form
8960, line 5c.

A foreign partnership required to file

TIP a return must generally report all of

its foreign and U.S. source income.
For rules regarding whether a foreign
partnership must file Form 1065, see Who
Must File, earlier.

Name and Address

Print or type the legal name of the
partnership, address, and EIN on the
appropriate lines. If the partnership has
changed its name, check box G(3). Include
the suite, room, or other unit number after the
street address. If the Post Office doesn't
deliver mail to the street address and the
partnership has a P.O. box, show the box
number instead.

DRAFT AS OF
November 24, 2021
Net Investment Income Tax
Reporting Requirements

The information described in this section
should be given directly to the partner and
should not be reported by the partnership to
the IRS.
To allow partners to correctly figure the
net investment income tax where a partner
disposes of an interest in the partnership
during the tax year, the partnership may be
required to provide the partner with certain
information. The net investment income tax
is a tax imposed on an individual’s, trust’s, or
estate’s net investment income. Net
investment income includes the net gains or
losses from the sale of an interest in the
partnership. A partner who is actively
involved in one or more of the partnership’s
or lower-tier pass-through entities’ trades or
businesses (other than trading in financial
instruments or commodities) can reduce the
amount of the gain or loss from the sale of
the partnership or lower-tier pass-through
entity interest included in its net investment
income. However, to figure its net investment
income, the active partner needs certain
information from the partnership.
Generally, the partnership must provide
certain information to the partner if the
partnership knows, or has reason to know,
the following.
1. The partner disposed of an interest in
the partnership.

Instructions for Form 1065 (2021)

Information to be provided to partner.
Generally, the partnership must provide the
partner with its distributive share of the net
gain and loss from the deemed sale for FMV
of the partnership’s property, other than
property that relates to the trades or
businesses in which the partner materially
participates, as determined under the
passive activity loss rules applicable to the
transfer of an interest in a pass-through
entity. For more information see the
instructions for Form 8960, line 5c.
If a partner, who qualifies for the optional
simplified reporting method, prefers to
determine net gain or loss under the general
calculation, the partnership may, but isn't
obligated to, provide the information to the
partner at that partner’s request.

Specific Instructions
These instructions follow the line numbers on
the first page of Form 1065. The
accompanying schedules are discussed
separately. Specific instructions for most of
the lines are provided. Lines that aren't
discussed are self-explanatory.
Fill in all applicable lines and schedules.
Enter any items specially allocated to the
partners in the appropriate box of the
applicable partner's Schedule K-1. Enter the
total amount on the appropriate line of
Schedule K. Do not enter separately stated
amounts on the numbered lines on Form
1065, page 1 on Form 1125-A, or
Schedule D (Form 1065).
File all five pages of Form 1065.
However, if the answer to question 4 of
Schedule B is “Yes,” Schedules L, M-1, and
M-2 on page 5 are optional. Also attach a
Schedule K-1 to Form 1065 for each partner.
File only one Form 1065 for each
partnership. Mark “Duplicate Copy” on any
copy you give to a partner.
If a syndicate, pool, joint venture, or
similar group files Form 1065, it must attach
a copy of the agreement and all
amendments to the return, unless a copy has
previously been filed.

-17-

If the partnership receives its mail in care
of a third party (such as an accountant or an
attorney), enter “C/O” on the street address
line, followed by the third party’s name and
street address or P.O. box.

If the partnership's address is outside the
United States or its possessions or
territories, enter the information on the line
for “City or town, state or province, country,
and ZIP or foreign postal code” in the
following order: city, province or state, and
the foreign country. Follow the foreign
country's practice in placing the postal code
in the address. Do not abbreviate the country
name.
If the partnership has changed its
address since it last filed a return (including a
change to an “in care of” address), check
box G(4) for “Address change.”
If the partnership changes its mailing

TIP address or the responsible party

after filing its return, it can notify the
IRS by filing Form 8822-B, Change of
Address or Responsible Party—Business.

Partnerships With Adjustments
in the Current Year That Did
Not Result in an Imputed
Underpayment

If a partnership has an adjustment from a
BBA audit which does not result in an
imputed underpayment, the partnership
should not take the adjustment into account
until the adjustment year (see Definitions,
earlier). With its Form 1065 for the
adjustment year, the partnership should
provide a statement describing the
adjustments, including the line numbers to
which the adjustments relate, and
incorporate those adjustments into its
adjustment year return. If there is a
reallocation adjustment being reported on
the adjustment year return, ensure the
statement identifies the partner receiving the
reallocation adjustment. If there is an
adjustment to a separately stated item or to a
credit, the partnership must adjust that item
or that credit in the adjustment year. See
Examples 1 and 2 in Regulations
301.6225-3.

Items A and C

Enter the applicable activity name and the
code number from the list, Codes for
Principal Business Activity and Principal
Product or Service, near the end of the
instructions.
For example, if, as its principal business
activity, the partnership (a) purchases raw
materials, (b) subcontracts out for labor to
make a finished product from the raw
materials, and (c) retains title to the goods,
the partnership is considered to be a
manufacturer and must enter “Manufacturer”
in item A and enter in item C one of the
codes (311110 through 339900) listed under
“Manufacturing” on the list, Codes for
Principal Business Activity and Principal
Product or Service, near the end of the
instructions.

Adjusted total assets is defined in the
Instructions for Schedule M-3.
3. The amount of total receipts (as
defined later in the instructions for
Schedule B, question 4) for the tax year is
$35 million or more.
4. An entity that is a reportable entity
partner of the partnership owns or is deemed
to own, directly or indirectly, an interest of
50% or more in the partnership's capital,
profit, or loss on any day during the tax year
of the partnership. Reportable entity partner
is defined in the Instructions for
Schedule M-3.

Line 1a. Gross Receipts or
Sales

Enter on line 1a gross receipts or sales from
all trade or business operations, except for
amounts that must be reported on lines 4
through 7. If a cost offset method under
section 451(b) or (c) is elected, the resulting
gross income is reported on line 1a.

DRAFT AS OF
November 24, 2021
Item D. Employer Identification
Number (EIN)

Show the correct EIN in item D. If the
partnership doesn't have an EIN, it must
apply for one in one of the following ways.
• Online—Go to IRS.gov/EIN. The EIN is
issued immediately once the application
information is validated.
• By mailing or faxing Form SS-4,
Application for Employer Identification
Number.

An LLC must determine which type of
federal tax entity it will be (that is,
partnership, corporation, or disregarded
entity (DE)) before applying for an EIN (see
Form 8832, Entity Classification Election, for
details). If the partnership has not received
its EIN by the time the return is due, enter
“Applied for” and the application date in the
space for the EIN. For more details, see the
Instructions for Form SS-4.
Note. The online application process isn't
yet available for partnerships with addresses
in foreign countries. If you are located
outside the United States, please call
267-941-1099.

Item F. Total Assets

You aren't required to complete item F if the
answer to question 4 of Schedule B is “Yes.”
If you are required to complete this item,
enter the partnership's total assets at the end
of the tax year, as determined by the
accounting method regularly used in keeping
the partnership's books and records. If there
were no assets at the end of the tax year,
enter -0-.

Item J. Schedule C and
Schedule M-3

A partnership must file Schedule M-3, Net
Income (Loss) Reconciliation for Certain
Partnerships, instead of Schedule M-1, if any
of the following apply.
1. The amount of total assets at the end
of the tax year reported on Schedule L,
line 14, column (d), is $10 million or more.
2. The amount of adjusted total assets
for the tax year is $10 million or more.

A partnership filing Form 1065 that isn't
required to file Schedule M-3 may voluntarily
file Schedule M-3 instead of Schedule M-1.
Any partnership that files Schedule M-3
must also complete and file Schedule C,
Additional Information for Schedule M-3
Filers. See Eased requirements next.

Eased requirements. Partnerships that
(a) are required to file Schedule M-3 and
have less than $50 million in total assets at
tax-year-end, or (b) aren't required to file
Schedule M-3 and voluntarily file
Schedule M-3, must either (i) complete
Schedule M-3 entirely, or (ii) complete
Schedule M-3 through Part I and complete
Schedule M-1 instead of completing Parts II
and III of Schedule M-3.
In addition, partnerships that meet the
requirements of (a) and (b) above aren't
required to file Schedule C (Form 1065) or
Form 8916-A.
See the instructions for Schedule C and
Schedule M-3 for more information.

Income
Report only trade or business activity
income on lines 1a through 8. Do not
CAUTION report rental activity income or
portfolio income on these lines. See Passive
Activity Limitations, earlier, for definitions of
rental income and portfolio income. Rental
activity income and portfolio income are
reported on Schedules K and K-1. Rental
real estate activities are also reported on
Form 8825.

!

Tax-exempt income. Do not include any
tax-exempt income on lines 1a through 8. A
partnership that receives any tax-exempt
income other than interest, or holds any
property or engages in any activity that
produces tax-exempt income, reports this
income on line 18b of Schedule K and in
box 18 of Schedule K-1 using code B.
Report tax-exempt interest income,
including exempt-interest dividends received
as a shareholder in a mutual fund or other
RIC, on line 18a of Schedule K and in box 18
of Schedule K-1 using code A.
See Deductions, after the instructions for
lines 1a through 8 and before the instructions
for lines 9 through 21, for information on how
to report expenses related to tax-exempt
income.
-18-

Special rules apply to certain income, as
discussed below. For example, don't include
gross receipts from farming on line 1a.
Instead, show the net profit (loss) from
farming on line 5. Also, don't include on
line 1a rental activity income or portfolio
income.

In general, advance payments are
reported in the year of receipt. For
exceptions to this general rule for
partnerships that use the accrual method of
accounting, see the following.
• To report income from long-term
contracts, see section 460.
• For permissible methods that allow a
limited deferral of advance payments beyond
the current tax year, see section 451(c) and
Regulations section 1.451-8.
• For information on adopting or changing
to a permissible method for reporting
advance payment for goods and services by
an accrual method partnership, see the
Instructions for Form 3115.
Installment sales. Generally, the
installment method cannot be used for
dealer dispositions of property. A “dealer
disposition” is any disposition of:
1. Personal property by a person who
regularly sells or otherwise disposes of
personal property of the same type on the
installment plan, or
2. Real property held for sale to
customers in the ordinary course of the
taxpayer's trade or business.

Exception. These restrictions on using
the installment method don't apply to
dispositions of property used or produced in
a farming business or sales of timeshares
and residential lots. However, if the
partnership elects to report dealer
dispositions of timeshares and residential
lots on the installment method, each
partner's tax liability must be increased by
the partner's distributive share of the interest
payable under section 453(l)(3).
Include on line 1a the gross profit on
collections from installment sales for any of
the following.
• Dealer dispositions of property before
March 1, 1986.
• Dispositions of property used or produced
in the trade or business of farming.
• Certain dispositions of timeshares and
residential lots reported under the installment
method.
Attach a statement showing the following
information for the current year and the 3
preceding years.
• Gross sales.
• Cost of goods sold.
• Gross profits.

Instructions for Form 1065 (2021)

• Percentage of gross profits to gross sales.
• Amount collected.
• Gross profit on the amount collected.
Nonaccrual-experience method.
Partnerships that qualify to use the
nonaccrual-experience method (described
earlier) should attach a statement showing
total gross receipts, the amount not accrued
as a result of the application of section
448(d)(5), and the net amount accrued.
Include the net amount on line 1a.

Also report the partnership's fishing
income on this line.
For a special rule concerning the method
of accounting for a farming partnership with a
corporate partner and for other tax
information on farms, see Pub. 225, Farmer's
Tax Guide.
Because the partner, and not the

6. The recapture amount under section
280F if the business use of listed property
drops to 50% or less. To figure the recapture
amount, complete Part IV of Form 4797.
7. All section 481 income adjustments
resulting from changes in accounting
methods. Show the computation of the
section 481 adjustments on an attached
statement.
8. Part or all of the proceeds received
from certain employer-owned life insurance
contracts issued after August 17, 2006.
Partnerships that own one or more
employer-owned life insurance contracts
issued after that date must file Form 8925,
Report of Employer-Owned Life Insurance
Contracts. See section 101(j) for details.
9. The amount of payroll tax credit taken
by an employer for qualified paid sick leave
and qualified paid family leave under
sections 7001 and 7003 of the FFCRA, as
amended. See Form 941, lines 11b and 13c;
Form 944, lines 8b and 10d; or Form 943,
lines 12b and 14d. The partnership must
include the full amount (both the refundable
and nonrefundable portions) of the credit for
qualified sick and family leave wages in its
gross income for the tax year that includes
the last day of any calendar quarter in which
a credit is allowed.

DRAFT AS OF
November 24, 2021
Line 2. Cost of Goods Sold

If the partnership has a cost of goods sold
deduction, complete and attach Form
1125-A. Enter on Form 1065, page 1, line 2,
the amount from Form 1125-A, line 8. See
Form 1125-A and its instructions.

Line 4. Ordinary Income (Loss)
From Other Partnerships,
Estates, and Trusts

Enter the ordinary income (loss) shown on
Schedule K-1 (Form 1065) or Schedule K-1
(Form 1041), or other ordinary income (loss)
from a foreign partnership, estate, or trust.
Show the partnership's, estate's, or trust's
name, address, and EIN on a separate
statement attached to this return. If the
amount entered is from more than one
source, identify the amount from each
source.
Do not include portfolio income or rental
activity income (loss) from other
partnerships, estates, or trusts on this line.
Instead, report these amounts on Schedules
K and K-1, or on line 20a of Form 8825 if the
amount is from a rental real estate activity.
Ordinary income (loss) from another
partnership that is a PTP isn't reported on
this line. Instead, report the amount
separately on line 11 of Schedule K and in
box 11 of Schedule K-1 using code I.
Treat shares of other items separately
reported on Schedule K-1 issued by the
other entity as if the items were realized or
incurred by this partnership.
If there is a loss from another partnership,
the amount of the loss that may be claimed is
subject to the basis limitations as
appropriate.
If the tax year of your partnership doesn't
coincide with the tax year of the other
partnership, estate, or trust, include the
ordinary income (loss) from the other entity
in the tax year in which the other entity's tax
year ends.

Line 5. Net Farm Profit (Loss)

Enter the partnership's net farm profit (loss)
from Schedule F (Form 1040), Profit or Loss
From Farming. Attach Schedule F (Form
1040) to Form 1065. Do not include on this
line any farm profit (loss) from other
partnerships. Report those amounts on
line 4. In figuring the partnership's net farm
profit (loss), don't include any section 179
expense deduction; this amount must be
separately stated.

Instructions for Form 1065 (2021)

TIP partnership, makes the election to

deduct the expenses of raising any
plant with a preproductive period of more
than 2 years, farm partnerships that aren't
required to use an accrual method should
not capitalize such expenses. Instead, state
them separately on an attached statement to
Schedule K, line 13d, and in box 13 of
Schedule K-1, using code P. See section
263A(d) for more information.

Line 6. Net Gain (Loss) From
Form 4797

Include only ordinary gains or losses
from the sale, exchange, or
CAUTION involuntary conversion of assets
used in a trade or business activity. Ordinary
gains or losses from the sale, exchange, or
involuntary conversion of rental activity
assets are reported separately on line 19 of
Form 8825 or line 3c of Schedule K and in
box 3 of Schedule K-1, generally as a part of
the net income (loss) from the rental activity.

!

A partnership that is a partner in another
partnership must include on Form 4797 its
share of ordinary gains (losses) from sales,
exchanges, or involuntary conversions (other
than casualties or thefts) of the other
partnership's trade or business assets.
Partnerships should not use Form 4797 to
report the sale or other disposition of
property if a section 179 expense deduction
was previously passed through to any of its
partners for that property. Instead, report it in
box 20 of Schedule K-1 using code L. See
the instructions for Dispositions of property
with section 179 deductions (code L), later,
for details.

Line 7. Other Income (Loss)

Enter any other trade or business income
(loss) not included on lines 1a through 6. List
the type and amount of income on an
attached statement. Examples of other
income include the following.
1. Interest income derived in the
ordinary course of the partnership's trade or
business, such as interest charged on
receivable balances.
2. Recoveries of bad debts deducted in
prior years under the specific charge-off
method.
3. Taxable income from insurance
proceeds.
4. Any amount included in income from
line 2 of Form 6478, Biofuel Producer Credit,
if applicable.
5. Any amount included in income from
line 8 of Form 8864, Biodiesel and
Renewable Diesel Fuels Credit, if applicable.
-19-

Do not include items requiring separate
computations that must be reported on
Schedules K and K-1. See the instructions
for Schedules K and K-1, later.
Do not report portfolio or rental activity
income (loss) on this line.

Deductions

!

Report only trade or business activity
deductions on lines 9 through 20.

CAUTION

Do not report the following expenses on
lines 9 through 20.
• Rental activity expenses. Report these
expenses on Form 8825 or line 3b of
Schedule K.
• Deductions allocable to portfolio income.
Report these deductions on line 13d of
Schedule K and in box 13 of Schedule K-1
using code I or L.
• Nondeductible expenses (for example,
expenses connected with the production of
tax-exempt income). Report nondeductible
expenses on line 18c of Schedule K and in
box 18 of Schedule K-1 using code C.
• Qualified expenditures to which an
election under section 59(e) may apply. The
instructions for line 13c of Schedule K and
for Schedule K-1, box 13, code J, explain
how to report these amounts.
• Items the partnership must state
separately that require separate
computations by the partners. Examples
include expenses incurred for the production
of income instead of in a trade or business,
charitable contributions, foreign taxes paid or
accrued, intangible drilling and development
costs, soil and water conservation
expenditures, amortizable basis of
reforestation expenditures, and exploration

expenditures. The distributive shares of
these expenses are reported separately to
each partner on Schedule K-1.

Limitations on Deductions
Section 263A uniform capitalization
rules. The uniform capitalization rules of
section 263A generally require partnerships
to capitalize certain costs incurred in
connection with the following.
• The production of real property and
tangible personal property held in inventory
or held for sale in the ordinary course of
business.
• Real property or personal property
(tangible and intangible) acquired for resale.
• The production of real property and
tangible personal property by a partnership
for use in its trade or business or in an
activity engaged in for profit.
Tangible personal property produced by
a partnership includes a film, sound
recording, videotape, book, or similar
property.
The costs required to be capitalized
under section 263A aren't deductible until the
property to which the costs relate is sold,
used, or otherwise disposed of by the
partnership.

• Compensation paid to officers attributable
to services.
• Rework labor.
• Contributions to pension, stock bonus,
and certain profit-sharing, annuity, or
deferred compensation plans.
Regulations section 1.263A-1(e)(3)
specifies other indirect costs that relate to
production or resale activities that must be
capitalized and those that may be currently
deductible.
Interest expense paid or incurred during
the production period of designated property
must be capitalized and is governed by
special rules. For more details, see
Regulations sections 1.263A-8 through
1.263A-15.
For more details on the uniform
capitalization rules, see Regulations sections
1.263A-1 through 1.263A-3.

extensions) for the tax year in which the
active trade or business begins.
The election to either amortize or
capitalize startup or organizational costs is
irrevocable and applies to all startup and
organizational costs that are related to the
trade or business.
Amortization. Any costs not deducted
under the above rules must be amortized
ratably over a 180-month period, beginning
with the month the partnership begins
business. See the Instructions for Form 4562
for details.
Report the deductible amount of these
costs and any amortization on line 20. For
amortization that began during the tax year,
complete and attach Form 4562.

DRAFT AS OF
November 24, 2021
Exceptions. For tax years beginning
after 2017, a small business taxpayer,
defined earlier, can adopt or change its
method of accounting to not capitalize costs
under section 263A. See section 263A(i) and
Accounting Methods, earlier.
Section 263A doesn't apply to the
following.
• Timber.
• Most property produced under a
long-term contract.
• Certain property produced in a farming
business. See the note at the end of the
instructions for line 5, earlier.
• Geological and geophysical costs
amortized under section 167(h).
• Certain plants bearing fruits and nuts
under section 168(k)(5).
The partnership must report the following
costs separately to the partners for purposes
of determinations under section 59(e).
• Research and experimental costs under
section 174.
• Intangible drilling costs for oil, gas, and
geothermal property.
• Mining exploration and development
costs.
Indirect costs. Partnerships subject to
the uniform capitalization rules are required
to capitalize not only direct costs but an
allocable part of most indirect costs
(including taxes) that benefit the assets
produced or acquired for resale, or are
incurred because of the performance of
production or resale activities.
For inventory, indirect costs that must be
capitalized include the following.
• Administration expenses.
• Taxes.
• Depreciation.
• Insurance.

Transactions between related taxpayers.
Generally, an accrual basis partnership can
deduct business expenses and interest
owed to a related party (including any
partner) only in the tax year of the
partnership that includes the day on which
the payment is includible in the income of the
related party. See section 267 for details.
Business interest. Business interest
expense is limited for tax years beginning
after 2017. See section 163(j) for limitations
on deductions for business interest.
Business startup and organizational
costs. Generally, a partnership can elect to
deduct a limited amount of startup or
organizational costs paid or incurred. Any
costs not deducted must be amortized as
explained below. See sections 195(b) and
709(b).

Time for making an election. The
partnership generally elects to deduct startup
or organizational costs by claiming the
deduction on its return filed by the due date
(including extensions) for the tax year in
which the active trade or business begins.
However, for startup or organizational costs
paid or incurred before September 9, 2008,
the partnership may be required to attach a
statement to its return to elect to deduct such
costs. See Temporary Regulations sections
1.195-1T and 1.709-1T (as in effect on July
7, 2008) for details. Also, see Regulations
sections 1.195-1 and 1.709-1. If the
partnership timely filed its return for the year
without making an election, it can still make
an election by filing an amended return
within 6 months of the due date of the return
(excluding extensions). Clearly indicate the
election on the amended return and write
“Filed pursuant to section 301.9100-2” at the
top of the amended return. File the amended
return at the same address the partnership
filed its original return. The election applies
when figuring income for the current tax year
and all subsequent years.
The partnership can choose to forgo the
above elections by clearly electing to
capitalize its startup or organizational costs
on its return filed by the due date (including

-20-

Syndication costs. Costs for issuing and
marketing interests in the partnership, such
as commissions, professional fees, and
printing costs, must be capitalized. They
cannot be depreciated or amortized. See the
instructions for line 10, later, for the
treatment of syndication fees paid to a
partner.

Reducing certain expenses for which
credits are allowable. The partnership
may need to reduce the otherwise allowable
deductions for expenses used to figure
certain credits. The following are examples
of such credits. (Do not reduce the amount of
the allowable deduction for any portion of the
credit that was passed through to the
partnership from another pass-through
entity.)
1. Work opportunity credit.
2. Credit for increasing research
activities.
3. Disabled access credit.
4. Empowerment zone employment
credit, if applicable.
5. Indian employment credit, if
applicable.
6. Credit for employer social security
and Medicare taxes paid on certain
employee tips.
7. Orphan drug credit.
8. Credit for small employer pension
plan startup costs and auto-enrollment.
9. Credit for employer-provided
childcare facilities and services.
10. Low sulfur diesel fuel production
credit.
11. Mine rescue team training credit, if
applicable.
12. Credit for employer differential wage
payments.
13. Credit for small employer health
insurance premiums.
14. Employer credit for paid family and
medical leave (Form 8994).
15. Employee retention credit (Form
5884-A).
Note. Wages taken into account in
determining the credits for qualified sick and

Instructions for Form 1065 (2021)

family leave or the employee retention credit
on Form 941 cannot be taken into account in
determining the employer credit for paid
family and medical leave on Form 8994. See
the Instructions for Form 8994.
If the partnership has any of the credits
listed above, figure each current year credit
before figuring the deductions for expenses
on which the credit is based.

Do not include distributive shares of
partnership profits.
Report the guaranteed payments to the
appropriate partners on the applicable line of
box 4 of Schedule K-1.

Line 11. Repairs and
Maintenance

The lease term
began:

And the vehicle's FMV on
the first day of the lease
exceeded:

Automobiles other than trucks and
vans
During calendar year 2021

. . . . .

After 12/31/2017 but before
1/1/2021 . . . . . . . . . .

$51,000

. . . . .

$50,000

. . . . . .

$19,000

DRAFT AS OF
November 24, 2021
Line 9. Salaries and Wages

Enter the salaries and wages paid or
incurred for the tax year, reduced by the
amount of the following credit(s).
• Work Opportunity Credit (Form 5884).
• Empowerment Zone Employment Credit
(Form 8844), if applicable.
• Indian Employment Credit (Form 8845), if
applicable.
• Mine Rescue Team Training Credit (Form
8923), if applicable.
• Credit for Employer Differential Wage
Payments (Form 8932).
• Employee Retention Credit (Form
5884-A).
• Nonrefundable and refundable portions of
the CARES Act employee retention credit
claimed on the partnership’s employment tax
return(s).
Do not reduce the amount of the
allowable deduction for any portion of the
credit that was passed through to the
partnership from another pass-through
entity. See the instructions for the credit form
for more information.
Do not include salaries and wages
reported elsewhere on the return, such as
amounts included in cost of goods sold,
elective contributions to a section 401(k)
cash or deferred arrangement, or amounts
contributed under a salary reduction SEP
agreement or a SIMPLE IRA plan.

Line 10. Guaranteed Payments
to Partners

Deduct payments or credits to a partner for
services or for the use of capital if the
payments or credits are determined without
regard to partnership income and are
allocable to a trade or business activity. Also
include on line 10 amounts paid during the
tax year for insurance that constitutes
medical care for a partner, a partner's
spouse, a partner's dependents, or a
partner's children under age 27 who aren't
dependents.
For information on how to treat the
partnership's contribution to a partner's
health savings account (HSA), see Notice
2005-8, 2005-4 I.R.B. 368.

Enter the cost of repairs and maintenance
not claimed elsewhere on the return, such as
labor and supplies, that are not payments for
improvements to the partnership’s property.
Amounts are paid for improvements if they
are for betterments to the property, for
restorations of the property (such as the
replacements of major components or
substantial structural parts), or if they adapt
the property to a new or different use.
Improvements must be capitalized. See
Regulations section 1.263(a)-3.

The partnership can deduct repair and
maintenance expenses only to the extent
they relate to a trade or business activity.
See Regulations section 1.162-4. The
partnership may elect to capitalize certain
repair and maintenance costs consistent with
its books and records. See Regulations
section 1.263(a)-3(n) for information on how
to make the election.

Line 12. Bad Debts

Enter the total debts that became worthless
in whole or in part during the year, but only to
the extent such debts relate to a trade or
business activity. Report deductible
nonbusiness bad debts as a short-term
capital loss on Form 8949.

!

CAUTION

income.

Cash method partnerships cannot
take a bad debt deduction unless the
amount was previously included in

Line 13. Rent

Enter rent paid on business property used in
a trade or business activity. Do not deduct
rent for a dwelling unit occupied by any
partner for personal use.
If the partnership rented or leased a
vehicle, enter the total annual rent or lease
expense paid or incurred in the trade or
business activities of the partnership. Also
complete Part V of Form 4562, Depreciation
and Amortization. If the partnership leased a
vehicle for a term of 30 days or more, the
deduction for vehicle lease expense may
have to be reduced by an amount called the
inclusion amount. The partnership may have
an inclusion amount if:

Do not include any payments and credits
that should be capitalized. For example,
although payments or credits to a partner for
services rendered in syndicating a
partnership may be guaranteed payments,
they aren't deductible on line 10. They are
capital expenditures. However, they should
be reported as guaranteed payments on the
applicable line of Schedule K, line 4, and on
the applicable line of box 4 of Schedule K-1.

Instructions for Form 1065 (2021)

After 12/31/12 and before
1/1/18 . . . . . . . . . . .

After 12/31/09 but before 1/1/13

. .

$18,500

During calendar year 2021

. . . . .

$51,000

After 12/31/2017 but before
1/1/2021 . . . . . . . . . .

Trucks and vans

. . . . .

$50,000

After 12/31/13 and before
1/1/18 . . . . . . . . . . .

. . . . . .

$19,500

After 12/31/09 and before
1/1/14 . . . . . . . . . . .

. . . . . .

$19,000

The inclusion amount for lease terms beginning in
2022 will be published in the Internal Revenue
Bulletin in early 2022.

See Pub. 463, Travel, Gift, and Car
Expenses, for instructions on figuring the
inclusion amount.

Line 14. Taxes and Licenses

Enter taxes and licenses paid or incurred in
the trade or business activities of the
partnership if not reflected elsewhere on the
return. Federal import duties and federal
excise and stamp taxes are deductible only if
paid or incurred in carrying on the trade or
business of the partnership. Foreign taxes
are included on line 14 only if they are
deductible and not creditable taxes under
sections 901 and 903. See Schedule K-2,
Part II, Section 2, line 45, column (g).

Do not deduct the following taxes on
line 14.
• Taxes not imposed on the partnership.
• Federal income taxes or taxes reported
elsewhere on the return.
• Creditable foreign taxes under sections
901 and 903. Report these taxes separately
on Schedule K, line 21, and in box 21 of
Schedule K-1.
• Taxes allocable to a rental activity. Report
taxes allocable to rental real estate activity
on Form 8825. Report taxes allocable to a
rental activity other than a rental real estate
activity on line 3b of Schedule K.
• Taxes paid or incurred for the production
or collection of income, or for the
management, conservation, or maintenance
of property held to produce income. Report
these taxes separately on line 13d of
Schedule K and in box 13 of Schedule K-1
using code W.
See section 263A(a) for rules on
capitalization of allocable costs (including
taxes) for any property.

• Taxes, including state or local sales taxes,
that are paid or incurred in connection with
an acquisition or disposition of property
-21-

(these taxes must be treated as a part of the
cost of the acquired property or, in the case
of a disposition, as a reduction in the amount
realized on the disposition).
• Taxes assessed against local benefits
that increase the value of the property
assessed (such as for paving, etc.).
See section 164(d) for information on
apportionment of taxes on real property
between seller and purchaser.

must be capitalized. In addition, a
partnership must also capitalize to the basis
of the designated property any interest on
debt allocable to an asset used to produce
designated property. A partner may have to
capitalize interest that the partner incurs
during the tax year for the partnership's
production expenditures. Similarly, interest
incurred by a partnership may have to be
capitalized by a partner for the partner's own
production expenditures. The information
required by the partner to properly capitalize
interest for this purpose must be provided by
the partnership on an attached statement for
box 20 of Schedule K-1, using code R. See
section 263A(f) and Regulations sections
1.263A-8 through 1.263A-15.

meets the gross receipts test if the taxpayer
has average annual gross receipts of $26
million or less for the 3 prior tax years under
the gross receipts test of section 448(c).
Gross receipts include the aggregate gross
receipts from all persons treated as a single
employer such as a controlled group of
corporations, commonly controlled
partnerships or proprietorships, and affiliated
service groups. If the partnership fails to
meet the gross receipts test, Form 8990 is
generally required. Also see Schedule B,
questions 23 and 24.

Special rules apply to the following.
• Allocating interest expense among
activities so that the limitations on passive
activity losses, investment interest, and
personal interest can be properly figured.
Generally, interest expense is allocated in
the same manner as debt is allocated. Debt
is allocated by tracing disbursements of the
debt proceeds to specific expenditures.
Temporary Regulations section 1.163-8T
gives rules for tracing debt proceeds to
expenditures. Also see Proposed
Regulations 1.163-14 for a special rule for
allocating interest expense with respect to
pass-through entities.
• Interest paid by a partnership to a partner
for the use of capital, which should be
entered on line 10 as guaranteed payments.
• Prepaid interest, which can generally only
be deducted over the term of the debt. See
section 461(g) and Regulations sections
1.163-7, 1.446-2, and 1.1273-2(g) for details.
• Interest that is allocable to unborrowed
policy cash values of life insurance,
endowment, or annuity contracts issued after
June 8, 1997, when the partnership is a
policyholder or beneficiary. See section
264(f). Attach a statement showing the
computation of the deduction.

On line 16a, enter only the depreciation
claimed on assets used in a trade or
business activity. Enter on line 16b the
depreciation included elsewhere on the
return (for example, on page 1, line 2) that is
attributable to assets used in trade or
business activities. See the Instructions for
Form 4562, or Pub. 946, How To Depreciate
Property, to figure the amount of
depreciation to enter on this line.

Limitation on deduction. Business interest
expense deduction is generally limited to the
sum of business interest income, 30% of the
adjusted taxable income (ATI) and floor plan
financing interest. This limitation generally
applies at the partnership level. The CARES
Act increases the amount of business
interest expense that may be deducted by a
partnership for tax years beginning in 2020
by computing the section 163(j) limitation
using 50% of the partnership’s ATI instead of
30%. Partnerships have the ability to elect
out of using the 50% ATI limitation. A
different special rule applies for partnerships
for tax years beginning in 2019. See section
163(j)(10)(A)(ii). See Form 8990, Limitation
on Business Interest Expense Under Section
163(j), and its instructions for more
information and also Rev. Proc. 2020-22.
Business interest expense includes any
interest expense properly allocable to a trade
or business. A small business taxpayer that
isn't a tax shelter (as defined in section
448(d)(3)) and that meets the gross receipts
test isn't required to limit business interest
expense under section 163(j). A taxpayer

Line 17. Depletion

DRAFT AS OF
November 24, 2021
Do not reduce your deduction for
social security and Medicare taxes
CAUTION by the following amounts claimed on
the partnership's employment tax returns: (1)
the nonrefundable and refundable portions of
the CARES Act employee retention credit,
and (2) the nonrefundable and refundable
portions of the FFCRA credits for qualified
sick and family leave wages. Instead, item
(1) reduces your deduction for wages on
line 9, and item (2) must be reported as
income on line 7.

!

Line 15. Interest

Include only interest incurred in the trade or
business activities of the partnership that
isn't claimed elsewhere on the return.
Do not include interest expense on the
following.
• Debt used to purchase rental property or
debt used in a rental activity. Interest
allocable to a rental real estate activity is
reported on Form 8825 and is used in
arriving at net income (loss) from rental real
estate activities on line 2 of Schedule K and
in box 2 of Schedule K-1. Interest allocable
to a rental activity other than a rental real
estate activity is included on line 3b of
Schedule K and is used in arriving at net
income (loss) from a rental activity (other
than a rental real estate activity). This net
amount is reported on line 3c of Schedule K
and in box 3 of Schedule K-1.
• Debt used to buy property held for
investment. Interest that is clearly and
directly allocable to interest, dividend,
royalty, or annuity income not derived in the
ordinary course of a trade or business is
reported on line 13b of Schedule K and in
box 13 of Schedule K-1 using code H. See
the instructions for line 13b of Schedule K;
box 13, code H, of Schedule K-1; and Form
4952, Investment Interest Expense
Deduction, for more information on
investment property.
• Debt proceeds allocated to distributions
made to partners during the tax year.
Instead, report such interest on line 13d of
Schedule K and in box 13 of Schedule K-1
using code W. To determine the amount to
allocate to distributions to partners, see
Notice 89-35, 1989-1 C.B. 675.
• Debt required to be allocated to the
production of designated property.
Designated property includes real property,
personal property that has a class life of 20
years or more, and other tangible property
requiring more than 2 years (1 year in the
case of property with a cost of more than $1
million) to produce or construct. Interest
allocable to designated property produced
by a partnership for its own use or for sale

-22-

Note. The 50% ATI limit does not apply to
partnerships for tax years beginning in 2019.

Line 16. Depreciation

Complete and attach Form 4562 only if
the partnership placed property in service
during the tax year or claims depreciation on
any car or other listed property.
Do not include any section 179 expense
deduction on this line. This amount isn't
deducted by the partnership. Instead, it is
passed through to the partners in box 12 of
Schedule K-1. Generally, the basis of a
partnership's section 179 property must be
reduced to reflect the amount of section 179
expense elected by the partnership. This
reduction must be made in the basis of
partnership property even if the limitations of
section 179(b) and Regulations section
1.179-2 prevent a partner from deducting all
or a portion of the amount of the section 179
expense allocated by the partnership.
If the partnership claims a deduction for
timber depletion, complete and attach Form
T (Timber), Forest Activities Schedule.
Do not deduct depletion for oil and
gas properties. Each partner figures
CAUTION depletion on oil and gas properties.
See the instructions for Schedule K-1,
box 20, Depletion information oil and gas
(code T), for the information on oil and gas
depletion that must be supplied to the
partners by the partnership.

!

Line 18. Retirement Plans, etc.
Do not deduct payments for partners to
retirement or deferred compensation plans
including IRAs, qualified plans, and
simplified employee pension (SEP) and
SIMPLE IRA plans on this line. These
amounts are reported in box 13 of
Schedule K-1, using code R, and are
deducted by the partners on their own
returns.

Instructions for Form 1065 (2021)

Enter the deductible contributions not
claimed elsewhere on the return made by the
partnership for its common-law employees
under a qualified pension, profit-sharing,
annuity, or SEP or SIMPLE IRA plan, and
under any other deferred compensation plan.
If the partnership contributes to an IRA for
employees, include the contribution in
salaries and wages on page 1, line 9, or
Form 1125-A, line 3, and not on line 18.

• Amortization. See the Instructions for
Form 4562 for more information. Complete
and attach Form 4562 if the partnership is
claiming amortization of costs that began
during the tax year.
• Insurance premiums.
• Legal and professional fees.
• Supplies used and consumed in the
business.
• Utilities.
• Certain business startup and
organizational costs. See Limitations on
Deductions, earlier, for more details.
• Deduction for certain energy efficient
commercial building property. See section
179D; and Notice 2006-52, 2006-26 I.R.B.
1175, as amplified and clarified by Notice
2008-40, 2008-14 I.R.B. 725, and modified
by Notice 2012-26.
• Any net negative section 481(a)
adjustment.

official actions or positions of the officials.
See Regulations section 1.162-29 for the
definition of “influencing legislation.” Dues
and other similar amounts paid to certain
tax-exempt organizations may not be
deductible. If certain in-house lobbying
expenditures don't exceed $2,000, they are
deductible. See section 162(e)(4)(B).
• Amounts paid or incurred for any
settlement or payout related to sexual
harassment or sexual abuse that is subject to
a nondisclosure agreement, as well as any
attorney’s fees related to the settlement or
payout. See section 162(q).

DRAFT AS OF
November 24, 2021
Employers who maintain a pension,
profit-sharing, or other funded deferred
compensation plan (other than a SEP or
SIMPLE IRA), whether or not the plan is
qualified under the Internal Revenue Code
and whether or not a deduction is claimed for
the current year, must generally file the
applicable form listed below.
• Form 5500, Annual Return/Report of
Employee Benefit Plan.
• Form 5500-SF, Short Form Annual
Return/Report of Small Employee Benefit
Plan (generally filed instead of Form 5500 if
there are under 100 participants at the
beginning of the plan year).
Form 5500 and Form 5500-SF must
TIP be filed electronically under the
computerized ERISA Filing
Acceptance System (EFAST2). For more
information, see the EFAST2 website at
EFAST.dol.gov.

• Form 5500-EZ, Annual Return of A
One-Participant (Owners/Partners and Their
Spouses) Retirement Plan or A Foreign Plan.
File this form for a plan that only covers one
or more partners (or partners and their
spouses) or a foreign plan that is required to
file an annual return and does not file the
annual return electronically on Form
5500-SF.

Line 19. Employee Benefit
Programs

Enter the partnership's contributions to
employee benefit programs not claimed
elsewhere on the return (for example,
insurance, health, and welfare programs)
that aren't part of a pension, profit-sharing,
etc., plan included on line 18.
Do not include amounts paid during the
tax year for insurance that constitutes
medical care for a partner, a partner's
spouse, a partner's dependents, or a
partner's children under age 27 who aren't
dependents. Instead, include these amounts
on line 10 as guaranteed payments on the
applicable line of Schedule K, line 4, and the
applicable line of box 4 of Schedule K-1, of
each partner on whose behalf the amounts
were paid. Also report these amounts on
Schedule K, line 13d, and in box 13 of
Schedule K-1, using code M, of each partner
on whose behalf the amounts were paid.

Line 20. Other Deductions

Enter the total allowable trade or business
deductions that aren't deductible elsewhere
on page 1 of Form 1065. Attach a statement
listing by type and amount each deduction
included on this line. Examples of other
deductions include the following.

Instructions for Form 1065 (2021)

Also see Special Rules, later.

Do not deduct the following on line 20.

• Items that must be reported separately on

Schedules K and K-1.
• Fines or similar penalties. Generally, no
deduction is allowed for fines or similar
penalties paid to or at the direction of a
government or governmental entity for
violating any law except amounts that
constitute restitution (including remediation
of property), amounts paid to come into
compliance with the law, amounts paid or
incurred as the result of orders or
agreements in which no government or
governmental entity is a party, and amounts
paid or incurred for taxes due to the extent
the amount would have been allowed as a
deduction if timely paid. No deduction is
allowed unless the amounts are specifically
identified in the order or agreement and the
taxpayer establishes that the amounts were
paid for that purpose. Also, any amount paid
or incurred as reimbursement to the
government for the costs of any investigation
or litigation are not eligible for the exceptions
and are nondeductible. See section 162(f).
Report nondeductible amounts on
Schedule K, line 18c.
• Expenses allocable to tax-exempt
income. Report these expenses on
Schedule K, line 18c.
• Net operating losses. Only individuals and
corporations may claim a net operating loss
deduction.
• Amounts paid or incurred to participate or
intervene in any political campaign on behalf
of a candidate for public office, or to
influence the general public regarding
legislative matters, elections, or
referendums. Report these expenses on
Schedule K, line 18c.
• Lobbying expenses. Generally, lobbying
expenses are not deductible. These
expenses include amounts paid or incurred
in connection with influencing federal, state,
or local legislation (but not amounts paid or
incurred before December 22, 2017, in
connection with local legislation); or amounts
paid or incurred in connection with any
communication with certain federal executive
branch officials in an attempt to influence the
-23-

Special Rules

Travel, meals, and entertainment.
Subject to limitations and restrictions
discussed below, a partnership can deduct
ordinary and necessary travel and
non-entertainment-related meal expenses
paid or incurred in its trade or business.
Generally, entertainment expenses,
membership dues, and facilities used in
connection with these activities cannot be
deducted. Also, special rules apply to
deductions for gifts, luxury water travel, and
convention expenses. See section 274 and
Pub. 463 for details.

Travel. The partnership cannot deduct
travel expenses of any individual
accompanying a partner or partnership
employee, including a spouse or dependent
of the partner or employee, unless:
• That individual is an employee of the
partnership, and
• His or her travel is for a bona fide
business purpose and would otherwise be
deductible by that individual.
Meals. Generally, the partnership can
deduct only 50% of the amount otherwise
allowable for non-entertainment meal
expenses paid or incurred in its trade or
business. However, the partnership can
deduct 100% of business meals if the meals
are food and beverages provided by a
restaurant, and paid or incurred after
December 31, 2020, and before January 1,
2023. Entertainment-related meals are
generally disallowed. In addition (subject to
exceptions under section 274(k)(2)):
• Meals must not be lavish or extravagant,
and
• A partner or employee of the partnership
must be present at the meal.
See section 274(n)(3) for a special rule
that applies to expenses for meals
consumed by individuals subject to the hours
of service limits of the Department of
Transportation.
Membership dues. The partnership
may deduct amounts paid or incurred for
membership dues in civic or public service
organizations, professional organizations
(such as bar and medical associations),
business leagues, trade associations,
chambers of commerce, boards of trade,
and real estate boards. However, no
deduction is allowed if a principal purpose of
the organization is to entertain, or provide

entertainment facilities for, members or their
guests. In addition, the partnership may not
deduct membership dues in any club
organized for business, pleasure, recreation,
or other social purpose. This includes
country clubs, golf and athletic clubs, airline
and hotel clubs, and clubs operated to
provide meals under conditions favorable to
business discussion.

“BBA AAR Imputed Underpayment” from the
list of payment types.
Line 26. Other taxes. In a few instances,
payments other than those listed above may
have to be made with Form 1065. Enter the
amount on this line and attach a statement
identifying the purpose of the payment.
Line 28. Payment. Enter any prepayments
related to lines 23–26 above.

individual unless the individual also owns an
interest in the partnership either directly or
indirectly through a corporation, partnership,
or trust.
For purposes of question 2, “foreign
government” has the same meaning as it
does under section 892. In determining a
foreign government's ownership interest in
the profit, loss, or capital of the partnership,
the constructive ownership rules of
Regulations section 1.892-5T(c)(1)(i) apply
to ownership of interests in the partnership
as well as corporate stock. An interest in the
partnership that is owned directly or
indirectly by an integral part or controlled
entity of a foreign sovereign (within the
meaning of Regulations section 1.892-2T(a))
is considered to be owned proportionately by
such foreign sovereign.
Constructive ownership examples for
questions 2 and 3 are included below. For
the purposes of questions 2 and 3, add an
owner's direct percentage ownership and
indirect percentage ownership in an entity to
determine if the owner owns, directly or
indirectly, 50% or more of the entity.

DRAFT AS OF
November 24, 2021
Entertainment facilities. The
partnership cannot deduct an expense paid
or incurred for a facility (such as a yacht or
hunting lodge) used for an activity usually
considered entertainment, amusement, or
recreation.
Amounts treated as compensation.
Generally, the partnership may be able to
deduct otherwise nondeductible
entertainment, amusement, or recreation
expenses if the amounts are treated as
compensation to the recipient and reported
on Form W-2 for an employee or on Form
1099-NEC for an independent contractor.

Reforestation expenditures. If the
partnership made an election to deduct a
portion of its reforestation expenditures on
line 13d of Schedule K, it must amortize over
an 84-month period the portion of these
expenditures in excess of the amount
deducted on Schedule K (see section 194).
Deduct on line 20 only the amortization of
these excess reforestation expenditures.
See Reforestation expense deduction (code
S), later.

Tax and Payment
Line 23. Interest due under the look-back
method for completed long-term contracts. For partnerships that aren't closely
held, attach Form 8697 and a check or
money order for the full amount, made
payable to "United States Treasury." Write
the partnership's EIN, daytime phone
number, and "Form 8697 Interest'' on the
check or money order.
Line 24. Interest due under the look-back
method for property depreciated under
the income forecast method. For
partnerships that aren’t closely held, attach
Form 8866 and a check or money order for
the full amount, made payable to “United
States Treasury.” Write the partnership’s
EIN, daytime phone number, and “Form
8866 Interest” on the check or money order.
Line 25. BBA AAR imputed underpayment. Use this line if the partnership is filing
an AAR electronically and chooses to pay
the imputed underpayment. For instructions
on how to figure the imputed underpayment,
see the Instructions for Form 8082. Write the
name of the partnership, tax identification
number, tax year, "Form 1065," and "BBA
AAR Imputed Underpayment" on the
payment. Checks must be payable to “United
States Treasury” and mailed to Ogden
Service Center, Ogden, UT 84201-0011.
Payments can be made by check or
electronically. If making an electronic
payment, choose the payment description

Schedule B. Other
Information

Question 1

Check box 1f for any other type of entity and
state the type.

Maximum Percentage Owned
for Purposes of Questions 2
and 3

To determine the maximum percentage
owned in the partnership's profit, loss, or
capital for the purposes of questions 2a, 2b,
and 3b, determine separately the partner's
percentage of interest in profit, loss, and
capital at the end of the partnership's tax
year. This determination must be based on
the partnership agreement and it must be
made using the constructive ownership rules
described below. The maximum percentage
is the highest of these three percentages
(determined at the end of the tax year).
See Item J. Partner's Profit, Loss, and
Capital, later, for more information on
ownership percentages.

Questions 2 and 3
Constructive ownership of the partnership. For purposes of question 2, except for
foreign governments within the meaning of
section 892, in determining an ownership
interest in the profit, loss, or capital of the
partnership, the constructive ownership rules
of section 267(c) (excluding section 267(c)
(3)) apply to ownership of interests in the
partnership as well as corporate stock. An
interest in the partnership that is owned
directly or indirectly by or for another entity
(corporation, partnership, estate, trust, or
tax-exempt organization) is considered to be
owned proportionately by the owners
(shareholders, partners, or beneficiaries) of
the owning entity.
Also, under section 267(c), 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 an
individual under the family attribution rules
only if the person to whom the interest is
attributed owns a direct interest in the
partnership or an indirect interest under
section 267(c)(1) or (5). For purposes of
these instructions, an individual will not be
considered to own, under section 267(c)(2),
an interest in the partnership owned, directly
or indirectly, by a family member of the
-24-

Example for question 2a. Corporation
A owns, directly, an interest of 50% in the
profit, loss, or capital of Partnership B.
Corporation A also owns, directly, an interest
of 15% in the profit, loss, or capital of
Partnership C. Partnership B owns, directly,
an interest of 70% in the profit, loss, or
capital of Partnership C. Therefore,
Corporation A owns, directly or indirectly, an
interest of 50% in the profit, loss, or capital of
Partnership C (15% directly and 35%
indirectly through Partnership B). On
Partnership C's Form 1065, it must answer
“Yes” to question 2a of Schedule B. See
Example 1 in the instructions for
Schedule B-1 (Form 1065) for guidance on
providing the rest of the information required
of entities answering “Yes” to this question.
Example for question 2b. A owns,
directly, 50% of the profit, loss, or capital of
Partnership X. B, the daughter of A, doesn't
own, directly, any interest in X and doesn't
own, indirectly, any interest in X through any
entity (corporation, partnership, trust, or
estate). Because family attribution rules
apply only when an individual (in this
example, B) owns a direct interest in the
partnership or an indirect interest through
another entity, A's interest in Partnership X
isn't attributable to B. On Partnership X's
Form 1065, it must answer “Yes” to question
2b of Schedule B. See Example 2 in the
instructions for Schedule B-1 (Form 1065)
for guidance on providing the rest of the
information required of entities answering
“Yes” to this question.
Constructive ownership of other entities
by the partnership. For purposes of
determining the partnership's constructive
ownership of other entities, the constructive
ownership rules of section 267(c) (excluding
section 267(c)(3)) apply to ownership of
interests in partnerships and trusts as well as
corporate stock. Generally, if an entity (a
corporation, partnership, or trust) is owned,

Instructions for Form 1065 (2021)

directly or indirectly, by or for another entity
(corporation, partnership, estate, or trust),
the owned entity is considered to be owned
proportionally by or for the owners
(shareholders, partners, or beneficiaries) of
the owning entity.
Question 3a. List each corporation in
which the partnership, at the end of the tax
year, owns, directly, 20% or more, or owns,
directly or indirectly, 50% or more of the total
voting power of all classes of stock entitled to
vote. Indicate the name, EIN, country of
incorporation, and percentage interest
owned, directly or indirectly, in the total
voting power. List the parent corporation of
an affiliated group filing a consolidated tax
return rather than the subsidiary members
except for subsidiary members in which an
interest is owned, directly or indirectly,
independent of the interest owned, directly or
indirectly, in the parent corporation. If a
corporation is owned through a DE, list the
information for the corporation rather than
the DE.

determination of the existence and amount
of cancellation of debt income is determined
at the partnership level. Partnership
cancellation of indebtedness income is
separately stated on Schedule K and
Schedule K-1. The extent to which such
income is taxable is usually determined by
each individual partner under rules found in
section 108. For more information, see Pub.
334, Tax Guide for Small Business.

Questions 10a, 10b, and 10c
You must check “Yes” or “No” for

TIP each question.

Question 10a. Answer “Yes” if the
partnership is making, or has made (and has
not revoked), a section 754 election. For
information about the election, see item 4
under Elections Made by the Partnership,
earlier.

DRAFT AS OF
November 24, 2021
Question 3b. List each partnership in
which the partnership, at the end of the tax
year, owns, directly, an interest of 20% or
more, or owns, directly or indirectly, an
interest of 50% or more in the profit, loss, or
capital of the partnership. List each trust in
which the partnership, at the end of the tax
year, owns, directly, an interest of 20% or
more, or owns, directly or indirectly, an
interest of 50% or more in the trust beneficial
interest. For each partnership or trust listed,
indicate the name, EIN, type of entity
(partnership or trust), and country of origin. If
the listed entity is a partnership, enter in
column (v) the maximum of percentage
interests owned, directly or indirectly, in the
profit, loss, or capital of the partnership at the
end of the partnership's tax year. If the entity
is a trust, enter in column (v) the percentage
of the partnership's beneficial interest in the
trust owned, directly or indirectly, at the end
of the tax year. List a partnership or trust
owned through a DE rather than the DE.

Question 4

Answer “Yes” if the partnership meets all four
of the requirements shown on the form. Total
receipts is defined as the sum of gross
receipts or sales (page 1, line 1a); all other
income (page 1, 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. “Total assets” is defined
as the amount that would be reported in item
F on page 1 of Form 1065.

Question 5

Answer “Yes” if interests in the partnership
are traded on an established securities
market or are readily tradable on a
secondary market (or its substantial
equivalent).

Question 6

Generally, the partnership will have income if
debt is canceled or forgiven. The

Instructions for Form 1065 (2021)

Question 7

Answer “Yes” if the partnership filed, or is
required to file, a return under section 6111
to provide information on any reportable
transaction by a material advisor. Use Form
8918, Material Advisor Disclosure
Statement, to provide the information. For
details, see the Instructions for Form 8918.

Question 8

Answer “Yes” if either (1) or (2) below applies
to the partnership. Otherwise, check the “No”
box.
1. At any time during calendar year
2021, the partnership had an interest in or
signature or other authority over a bank
account, securities account, or other
financial account in a foreign country (see
FinCEN Form 114, Report of Foreign Bank
and Financial Accounts (FBAR)); and
• The combined value of the accounts was
more than $10,000 at any time during the
calendar year; and
• The accounts were not with a U.S. military
banking facility operated by a U.S. financial
institution.
2. The partnership owns more than 50%
of the stock in any corporation that would
answer the question “Yes” based on item (1)
above.
If the “Yes” box is checked for the
question, do the following.
• Enter the name of the foreign country or
countries. Attach a separate sheet if more
space is needed.
• File FinCEN Form 114 electronically at the
FinCEN website, bsaefiling.fincen.treas.gov/
main.html.

Question 9

The partnership may be required to file Form
3520, Annual Return To Report Transactions
With Foreign Trusts and Receipt of Certain
Foreign Gifts, if any of the following apply.
• It directly or indirectly transferred property
or money to a foreign trust. For this purpose,
any U.S. person who created a foreign trust
is considered a transferor.
• It is treated as the owner of any part of the
assets of a foreign trust under the grantor
trust rules.
• It received a distribution from a foreign
trust.
For more information, see the Instructions
for Form 3520.
An owner of a foreign trust must ensure
that the trust files an annual information
return on Form 3520-A, Annual Information
Return of Foreign Trust With a U.S. Owner.

-25-

Question 10b. Answer “Yes” if the
partnership made an optional basis
adjustment under section 743(b) or 734(b)
for the tax year. If the partnership has made
a section 754 election (and it has not been
revoked) and either of the following
transactions occurs, the partnership must
make a basis adjustment under section
734(b) or 743(b).

Section 743(b) basis adjustment. A
section 743(b) basis adjustment is required if
there is a transfer of an interest in the
partnership by a sale or exchange, or in the
death of a partner. See question 10c if the
partnership has a substantial built-in loss
immediately after such a transfer. The basis
adjustment affects only the transferee's basis
in partnership property. The partnership
must attach a statement to the return for the
tax year in which the transfer occurred. The
statement must include:
• The name of the transferee partner,
• The EIN or SSN of the transferee partner,
• The computation of the adjustment, and
• The identity of the partnership properties
to which the adjustment has been allocated.
For details, see section 743 and Regulations
section 1.743-1. For details on allocating the
basis adjustment to partnership properties,
see section 755 and Regulations section
1.755-1.
Section 734(b) basis adjustment. A
section 734(b) basis adjustment is required if
there is a distribution of property to a partner,
whether or not in liquidation of the partner's
entire interest in the partnership. See
question 10c if there is a substantial built-in
loss related to the distribution. The basis
adjustment affects each partner's basis in
the partnership property. The partnership
must attach a statement to the return for the
tax year in which the distribution occurred.
The statement must include:
• The computation of the adjustment,
• The class of property distributed (ordinary
income property or capital gain property),
and
• The partnership properties to which the
adjustment has been allocated.
For details, see section 734 and
Regulations section 1.734-1. For details on
allocating the basis adjustment to
partnership properties, see section 755 and
Regulations section 1.755-1.
Question 10c. Answer “Yes” if the
partnership had to make a basis reduction
under section 743(b) because of a
substantial built-in loss (as defined in section
743(d)) or under section 734(b) because of a

substantial basis reduction (as defined in
section 734(d)). Section 743(d)(1) provides
that, for purposes of section 743, a
partnership has a substantial built-in loss
resulting from a transfer of a partnership
interest if the partnership's adjusted basis in
the partnership's property exceeds by more
than $250,000 the FMV of the property or the
transferee partner would be allocated a loss
of more than $250,000 if the partnership
assets were sold for cash equal to their FMV
immediately after such transfer. Under
section 734(d), there is a substantial basis
reduction resulting from a distribution if the
sum of the following amounts exceeds
$250,000.
• The amount of loss recognized by the
distributee partner on a distribution in
liquidation of the partner's interest in the
partnership (see section 731(a)(2)).
• The excess of the basis of the distributed
property to the distributee partner
(determined under section 732) over the
adjusted basis of the distributed property to
the partnership immediately before the
distribution (as adjusted by section 732(d)).

destroying the tenancy in common. Partners
may agree to partition property held as
tenants in common or may seek a court
order to partition the property (usually
dividing the property into fractional interests
in accordance with each partner's ownership
interest in the partnership).
Example. Partnership P is a partnership
that files Form 1065. Partnership P holds title
to land held for investment. Partnership P
converts its title to the land to fractional
interests in the name of the partners and
distributes such interests to its partners.
Partnership P must answer “Yes” to question
12.

on domestic partnerships that are specified
domestic entities and the types of foreign
financial assets that must be reported, see
the Instructions for Form 8938.
A domestic partnership required to file
Form 8938 with its Form 1065 for the tax
year should check “Yes” to question 20 on
Schedule B of Form 1065.

DRAFT AS OF
November 24, 2021
Section 743(b) basis adjustment. For
a section 743(b) basis adjustment, attach a
statement that includes:
• The name of the transferee partner,
• The EIN or SSN of the transferee partner,
• The computation of the adjustment, and
• The identity of the partnership properties
to which the adjustment has been allocated.
Section 734(b) basis adjustment. For
a section 734(b) basis adjustment, attach a
statement that includes:
• The computation of the adjustment,
• The class of property distributed (ordinary
income property or capital gain property),
and
• The partnership properties to which the
adjustment has been allocated.

Question 11

Check the box if the partnership engaged in
a like-kind exchange during the current or
immediately preceding tax year and received
replacement property that it distributed
during the current tax year. For purposes of
this question, the partnership is considered
to have distributed replacement property if
the partnership contributed such property to
any entity other than a DE. The distribution of
its ownership interest in a DE is considered a
distribution of the underlying property.

Question 12

If a partnership distributed property to its
partners to be jointly owned, whether such
distribution is direct or through the formation
of an intermediate entity, the question must
be answered “Yes.” For purposes of
question 12, an “undivided interest in
partnership property” means property that
was owned by the partnership either directly
or through a DE and which was distributed to
partners as fractional ownership interests. A
tenancy in common interest is a type of
undivided ownership interest in property
which provides each owner the right to
transfer property to a third party without

Question 13

Enter the number of Forms 8858, Information
Return of U.S. Persons With Respect To
Foreign Disregarded Entities (FDEs) and
Foreign Branches (FBs), that are attached to
the return. Form 8858 and its schedules are
used by certain U.S. persons (including
domestic partnerships) that own a foreign
disregarded entity (FDE) directly (or, in
certain cases, indirectly or constructively) to
satisfy the reporting requirements of sections
6011, 6012, 6031, 6038, and the related
regulations. See Form 8858 (and its
separate instructions) for information on
completing the form and the information that
the partnership may need to provide to
certain partners for them to complete their
Forms 8858 relating to that FDE or foreign
branch.

Question 14

Answer “Yes” if the partnership had any
foreign partners (for purposes of section
1446) at any time during the tax year.
Otherwise, answer “No.”
If the partnership had gross income
effectively connected with a trade or
business in the United States and foreign
partners, it may be required to withhold tax
under section 1446 on income allocable to
foreign partners (without regard to
distributions) and file Forms 8804, 8805, and
8813. See Regulations sections 1.1446-1
through -7 for more information.

Questions 16a and 16b

If the partnership made any payment in 2021
that would require the partnership to file any
Form(s) 1099, check the “Yes” box for
question 16a and answer question 16b.
Otherwise, check the “No” box for question
16a and skip question 16b. See Am I
Required to File a Form 1099 or Other
Information Return for more information.

Question 20

For tax years beginning after 2015, domestic
partnerships that are formed or availed of to
hold specified foreign financial assets
(“specified domestic entities”) must file Form
8938, Statement of Specified Foreign
Financial Assets, with its Form 1065 for the
tax year. Form 8938 must be filed each year
the value of the partnership’s specified
foreign financial assets meets or exceeds
the reporting threshold. For more information
-26-

Question 22

Section 267A disallows deductions for
certain interest and royalty payments or
accruals. In general, section 267A applies
when the interest or royalty is paid or
accrued to a related party which, under its
tax laws, either doesn't include the full
amount in income, or is allowed a deduction
with respect to the amount; and the amount
is paid or accrued pursuant to a hybrid
transaction or by, or to, a hybrid entity. When
section 267A applies, the deduction is
generally disallowed to the extent the related
party doesn't include the amount in income
or is allowed a deduction with respect to the
amount. However, the deduction isn't
disallowed to the extent the amount is
included in the gross income of a U.S.
shareholder under section 951(a). For
definitions of terms, see section 267A. Also
see FAQs at IRS.gov/businesses/
partnerships/FAQs-for-Form-1065Schedule-B-Other-Information-Question-22.

Question 23

The limitation on business interest expense
applies to every taxpayer with a trade or
business, unless the taxpayer meets certain
specified exceptions. A partnership may
elect out of the limitation for certain
businesses otherwise subject to the
business interest expense limitation.
Certain real property trades or
businesses and farming businesses qualify
to make an election not to limit business
interest expense. This is an irrevocable
election. If you make this election, you are
required to use the alternative depreciation
system to depreciate certain property. Also,
you are not entitled to the special
depreciation allowance for that property.
Additionally, see Rev. Proc. 2020–22, which
provides an automatic extension of time for
certain taxpayers to file a real property trade
or business election or a farming business
election for tax year 2018, 2019, or 2020.
Rev. Proc. 2020-22 also provides an
opportunity for certain taxpayers to withdraw
a prior election. Rev. Proc. 2020-22 does not
apply to utility trades or businesses. For a
partnership with more than one qualifying
business, the election is made with respect
to each business. Check “Yes” if the
partnership has an election in effect to
exclude a real property trade or business or
a farming business from section 163(j). For
more information, see section 163(j) and the
Instructions for Form 8990.

Question 24

Generally, a taxpayer with a trade or
business must file Form 8990 to claim a
deduction for business interest. Business
interest expense is interest that is properly

Instructions for Form 1065 (2021)

allocable to a non-excepted trade or
business or that is floor plan financing
interest. In addition, Form 8990 must be filed
by any taxpayer that owns an interest in a
partnership with current year, or prior year
carryover, excess business interest expense
allocated from the partnership. A
pass-through entity allocating excess taxable
income or excess business interest income
to its owners (that is, a pass-through entity
that isn't a small business taxpayer) must file
Form 8990, regardless of whether it has any
interest expense.

all of its assets at FMV on the date of
transfer. For purposes of section 864(c)(8), a
transfer of a partnership interest means a
sale, exchange, or other disposition, and
includes a distribution from a partnership to a
partner to the extent that gain or loss is
recognized on the distribution, as well as a
transfer treated as a sale or exchange under
section 707(a)(2)(B). Section 864(c)(8) is
applicable to transfers in which a foreign
transferor transfers all or part of its interest in
a partnership. It also applies to a foreign
partner in a partnership that directly or
indirectly transfers an interest in a
partnership that engaged in a U.S. trade or
business. If the partnership is a PTP as
defined in section 469(k)(2) and has properly
answered “Yes” to question 5 on Form 1065,
Schedule B, then it is not required to provide
the information requested in question 26 on
Form 1065, Schedule B, relating to foreign
partners.

Section 7874 generally applies when the
following three requirements are met.
1. Pursuant to a plan or series of related
transactions, a foreign corporation must
acquire directly or indirectly substantially all
of the properties constituting a trade or
business of a domestic partnership.
2. After the acquisition, the ownership
percentage (by vote or value) must be at
least 60%.
3. After the acquisition, the expanded
affiliate that includes the foreign acquiring
corporation must not have substantial
business activities in the foreign country in
which the foreign acquiring corporation is
created or organized.

DRAFT AS OF
November 24, 2021
Exclusions from filing. A taxpayer isn't
required to file Form 8990 if the taxpayer is a
small business taxpayer and doesn't have
excess business interest expense from a
partnership. A taxpayer is also not required
to file Form 8990 if the taxpayer only has
business interest expense from the following
excepted trades or businesses.
• An electing real property trade or
business.
• An electing farming business.
• Certain utility businesses.

Small business taxpayer. A small
business taxpayer isn't subject to the
business interest expense limitation and isn't
required to file Form 8990. A small business
taxpayer is a taxpayer that (a) isn't a tax
shelter (as defined in section 448(d)(3)); and
(b) meets the gross receipts test of section
448(c), discussed next.
Gross receipts test. A taxpayer meets
the gross receipts test if the taxpayer has
average annual gross receipts of $26 million
or less for the 3 prior tax years. A taxpayer's
average annual gross receipts for the 3 prior
tax years is determined by adding the gross
receipts for the 3 prior tax years and dividing
the total by 3. Gross receipts include the
aggregate gross receipts from all persons
treated as a single employer, such as a
controlled group of corporations, commonly
controlled partnerships, or proprietorships,
and affiliated service groups. See section
448(c) and the Instructions for Form 8990 for
additional information.

Question 25

To be certified as a qualified opportunity
fund, the partnership must file Form 1065
and attach Form 8996, even if the
partnership had no income or expenses to
report. If the partnership is attaching Form
8996, check the "Yes" box for question 26.
On the line following the dollar sign, enter the
amount from Form 8996, line 15.

Question 26

Provide the number of foreign partners
subject to section 864(c)(8) as a result of
transferring all or a portion of an interest in
the partnership if the partnership is engaged
in a U.S. trade or business. Section 864(c)(8)
provides that gain or loss of a foreign
transferor from the transfer of a partnership
interest is treated as effectively connected
with the conduct of a trade or business within
the United States to the extent that the
transferor would have had effectively
connected gain or loss if the partnership sold

Instructions for Form 1065 (2021)

Question 27

Answer "Yes" if at any time during the tax
year there were transfers between the
partnership and its partners subject to the
disclosure requirements of Regulations
section 1.707-8. For certain transfers that are
presumed to be sales, the partnership or the
partners must comply with the disclosure
requirements in Regulations section 1.707-8.
Generally, disclosure is required when:
1. Certain transfers to a partner are
made within 2 years of a transfer of property
by the partner to the partnership;
2. Certain debt is incurred by a partner
within 2 years of the earlier of (a) a written
agreement to transfer, or (b) a transfer of the
property that secures the debt, if the debt is
treated as a qualified liability; or
3. Transfers from a partnership to a
partner occur which are the equivalent to
those listed in (1) or (2) above.
The disclosure must be made on the
transferor partner's return using Form 8275,
Disclosure Statement, or on an attached
statement providing the same information.
When more than one partner transfers
property to a partnership under a plan, the
disclosure may be made by the partnership
rather than by each partner.

Question 28

Section 7874 applies in certain cases in
which a foreign corporation directly or
indirectly acquires substantially all of the
properties constituting a trade or business of
a domestic partnership. Check “Yes” if, since
December 22, 2017, a foreign corporation
directly or indirectly acquired substantially all
of the properties constituting a trade or
business of your partnership (and you are a
domestic partnership), and the ownership
with respect to the acquisition was greater
than 50% (by vote or value). If “Yes” is
checked, list the ownership percentage by
both vote and value.
The information must be reported even if
you conclude that section 7874 does not
apply.
-27-

When section 7874 applies, the tax
treatment of the acquisition depends on the
ownership percentage. If the ownership is at
least 80%, the foreign acquiring corporation
is treated as a domestic corporation for all
purposes of the Internal Revenue Code. See
section 7874(b). If the ownership is at least
60% but less than 80%, the foreign acquiring
corporation is considered a foreign
corporation but the domestic partnership and
certain other persons are subject to special
rules that reduce the tax benefits of the
acquisition. See section 7874(a)(1).
The Tax Cuts and Jobs Act of 2017
provides additional special rules for certain
cases in which section 7874 applies. See
sections 59A(d)(4) and 965(l).

Ownership percentage. The ownership
percentage is the percentage described in
section 7874(a)(2)(B)(ii). See the regulations
under section 7874 for rules regarding the
computation of the ownership percentage.
In general, the ownership percentage
measures the percentage of stock of the
foreign acquiring corporation that is held by
partners of the domestic partnership by
reason of holding a capital or profits interest
in the domestic partnership, with certain
adjustments (for example, disregarding
certain stock of the foreign acquiring
corporation attributable to passive assets or
assets of other domestic entities that were
recently acquired by the foreign acquiring
corporation). The ownership percentage is
measured separately by vote and value.
Multiple reportable acquisitions. If there
are multiple acquisitions that must be
reported, list on the lines for question 28 the
ownership percentage by vote and value for
the most recent acquisition. Attach a
statement reporting the ownership
percentage by vote and value for the other
acquisitions.

Question 29

Answer "Yes" if an eligible partnership
chooses to elect out of the centralized
partnership audit regime for the tax year and
enter the total from Schedule B-2, Part III,
line 3. If making the election, attach a
completed Schedule B-2 to Form 1065. A
partnership is an eligible partnership for the
tax year if it has 100 or fewer eligible
partners in that year. Eligible partners are

individuals, C corporations, S corporations,
foreign entities that would be C corporations
if they were domestic entities, and estates of
deceased partners. The determination as to
whether the partnership has 100 or fewer
partners is made by adding the number of
Schedules K-1 required to be issued by the
partnership for the tax year to the number of
Schedules K-1 required to be issued by any
partner that is an S corporation to its
shareholders for the tax year of the S
corporation ending with or within the
partnership tax year. A partnership isn't
eligible to elect out of the centralized
partnership audit regime if it is required to
issue a Schedule K-1 to any of the following
partners.
• A partnership.
• A trust.
• A foreign entity that would not be treated
as a C corporation if it were a domestic
entity.
• A DE described in Regulations section
301.7701-2(c)(2)(i).
• An estate of an individual other than a
deceased partner.
• Any person that holds an interest in the
partnership on behalf of another person.

other person whose tax liability is determined
in whole or in part by taking into account
directly or indirectly adjustments determined
under the centralized partnership audit
regime) are bound by the actions of the PR in
dealings with the IRS. A designation for a
partnership tax year remains in effect until
the designation is terminated by (a) a valid
resignation of the PR, (b) a valid revocation
of the PR (with designation of successor
PR), or (c) a determination by the IRS that
the designation isn't in effect.

Designated Partnership
Representative (PR)

Purpose of Schedules

the comparable IRS Schedule K-1. The
substitute schedule must include the OMB
number. The partnership must provide each
partner with the Partner's Instructions for
Schedule K-1 (Form 1065) or other prepared
specific instructions for each item reported
on the partner's Schedule K-1.
The partnership must request IRS
approval to use other substitute Schedules
K-1. To request approval, write to:

DRAFT AS OF
November 24, 2021
Section 6223 provides that unless the
partnership has made a valid election out of
the centralized partnership audit regime,
each partnership must designate, in the
manner prescribed by the Secretary, a
partner or other person with a substantial
presence in the United States as the PR who
shall have the sole authority to act on behalf
of the partnership. On Form 1065, provide
the name, address, and phone number of the
PR. If an entity is designated as the PR, the
partnership must also appoint an individual
to act on the entity's behalf (a designated
individual (DI)). To be a DI, the appointed
person must also have a substantial
presence in the United States.

How to designate. A designation of a PR
must be made for each respective year on
the partnership’s Form 1065. The
partnership can revoke a designation of a PR
or DI, and the PR or DI can resign, by
submitting Form 8979, Partnership
Representative Revocation, Designation,
and Resignation Form.
Form 8979 should not be submitted
as a stand-alone form to an IRS
CAUTION Service Center. Form 8979 may only
be submitted by the partnership (1) with a
valid AAR, or (2) directly to the IRS
employee point of contact any time after the
issuance of a notice of selection for
examination (Letter 2205-D) or a notice of
administrative proceeding (Letter 5893).
Form 8979 may only be submitted directly to
the IRS employee point of contact by a PR or
DI any time after the issuance of a notice of
administrative proceeding (Letter 5893-A).
See the Instructions for Form 8979.

!

PR authority. Under section 6223, the
partnership and all its partners (and any

Substantial presence. In order for either a
PR or a DI to have substantial presence, they
must make themselves available to meet in
person with the IRS in the United States at a
reasonable time and place as determined by
the IRS, and must have a street address in
the United States, a U.S. tax identification
number (TIN), and a telephone number with
a U.S. area code.

Schedules K and K-1.
Partners' Distributive
Share Items
Although the partnership isn't 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 shares on their tax returns.
Schedule K. Schedule K is a summary
schedule of all the partners' shares of the
partnership's income, credits, deductions,
etc. All partnerships must complete
Schedule K. Rental activity income (loss)
and portfolio income aren't reported on
page 1 of Form 1065. These amounts aren't
combined with trade or business activity
income (loss) reported on page 1.
Schedule K is used to report the totals of
these and other amounts reported on
page 1.
Schedule K-1. Schedule K-1 shows each
partner's separate share. Attach a copy of
each Schedule K-1 to the Form 1065 filed
with the IRS. Keep a copy with a copy of the
partnership return as a part of the
partnership's records and furnish a copy to
each partner. If the partner is a DE, furnish
the Schedule K-1 to the DE partner. If a
partnership interest is held by a nominee on
behalf of another person, the partnership
may be required to furnish Schedule K-1 to
the nominee. See Temporary Regulations
sections 1.6031(b)-1T and 1.6031(c)-1T for
more information.
Give each partner a copy of either the
Partner's Instructions for Schedule K-1 (Form
1065) or specific instructions for each item
reported on the partner's Schedule K-1.

Substitute Forms

The partnership doesn't need IRS approval
to use a substitute Schedule K-1 if it is an
exact copy of the IRS schedule. The boxes
must use the same numbers and titles and
must be in the same order and format as on
-28-

Internal Revenue Service
Attention: Substitute Forms Program
5000 Ellin Road, C6-440
Lanham, MD 20706

Each partner's information must be on a
separate sheet of paper. Therefore, separate
all continuously printed substitutes before
you file them with the IRS.

The partnership may be subject to a
penalty if it files Schedules K-1 that don't
conform to the specifications discussed in
Pub. 1167, General Rules and Specifications
for Substitute Forms and Schedules.

How Income Is Shared Among
Partners

Allocate shares of income, gain, loss,
deduction, or credit among the partners
according to the partnership agreement for
sharing income or loss generally. Partners
may agree to allocate specific items in a ratio
different from the ratio for sharing income or
loss. For instance, if the net income
exclusive of specially allocated items is
divided evenly among three partners but
some special items are allocated 50% to
one, 30% to another, and 20% to the third
partner, report the specially allocated items
on the appropriate line of the applicable
partner's Schedule K-1 and the total on the
appropriate line of Schedule K, instead of on
the numbered lines on page 1 of Form 1065,
Form 1125-A, or Schedule D.
If a partner's interest changed during the
year (such as the entrance of a new partner,
the exit of a partner, an increase to a
partner's interest through an additional
capital contribution, or a decrease in a
partner's interest through a distribution), see
section 706(d) and Regulations section
1.706-4 before determining each partner's
distributive share of any item of income,
gain, loss, and deduction, and other items.
Partnership items are allocated to a partner
only for the part of the year in which that
person is a member of the partnership.
Generally, for each change in a partner’s
interest, the partnership will either allocate its
items using a proration method or a
closing-of-the-books method. Special rules
apply to certain partnerships, certain
variations, and certain items. See
Regulations section 1.706-4 for additional
rules and procedures for making elections. In
addition, special rules in section 706(d)(2)
apply to certain items of partnerships that
report their income on the cash basis, and
special rules in section 706(d)(3) apply to
tiered partnerships.

Instructions for Form 1065 (2021)

Special rules on the allocation of income,
gain, loss, and deductions generally apply if
a partner contributes property to the
partnership and the FMV of that property at
the time of contribution differs from the
contributing partner's adjusted tax basis.
Under these rules, the partnership must use
a reasonable method of making allocations
of income, gain, loss, and deductions from
the property so that the contributing partner
receives the tax burdens and benefits of any
built-in gain or loss (that is, precontribution
appreciation or diminution of value of the
contributed property). See Regulations
section 1.704-3 for details on how to make
these allocations, including a description of
specific allocation methods that are generally
reasonable.

trade or business within the United States
during its tax year.
• All required Forms 1042 and 1042-S were
filed by the partnership or another
withholding agent as required by Regulations
sections 1.1461-1(b) and (c).
• The tax liability for each foreign partner for
amounts reportable under Regulations
sections 1.1461-1(b) and (c) has been fully
satisfied by the withholding of tax at the
source.
• The partnership isn't a withholding foreign
partnership as defined in Temporary
Regulations section 1.1441-5(c)(2)(i).

More than one attached statement can be
placed on the same sheet of paper. The
information included in the statement should
be identified in alphanumeric order by box
number followed by the letter code (if any),
description, and dollar amount for each item.
For example: “Box 13, code J—Work
opportunity credit—$1,000.” This can be
followed with any additional information the
partner needs to determine the proper tax
treatment of the item.

DRAFT AS OF
November 24, 2021
See Dispositions of Contributed Property,
earlier, for special rules on the allocation of
income, gain, loss, and deductions on the
disposition of property contributed to the
partnership by a partner.
If the partnership agreement doesn't
provide for the partner's share of income,
gain, loss, deduction, or credit, or if the
allocation under the agreement doesn't have
substantial economic effect, the partner's
share is determined according to the
partner's interest in the partnership. See
Regulations section 1.704-1 for more
information.

Specific Instructions
(Schedule K-1 Only)
General Information

Generally, the partnership is required to
prepare and give a Schedule K-1 to each
person who was a partner in the partnership
at any time during the year. Schedule K-1
must be provided to each partner on or
before the day on which the partnership
return is required to be filed.
When the gain deferral method, as
described in Regulations section 1.721(c)-3,
is being applied, a partnership that is a
section 721(c) partnership will attach to the
Schedule K-1 provided to a U.S. transferor
the information required under Regulations
sections 1.721(c)-6(b)(2) and (3). A
partnership that is a section 721(c)
partnership will also attach to its Form 1065
a Schedule K-1 for each partner that is a
related foreign person with respect to the
U.S. transferor. For an indirect partner that is
a related foreign person with respect to the
U.S. transferor, the Schedule K-1 will only
include relevant information with respect to
section 721(c) property. See Regulations
section 1.721(c)-1 for definitions.
However, if a foreign partnership meets
each of the following four requirements, it
isn't required to file or provide Schedules K-1
for foreign partners (unless the foreign
partner is a pass-through entity through
which a U.S. person holds an interest in the
foreign partnership).
• The partnership had no gross income
effectively connected with the conduct of a

Instructions for Form 1065 (2021)

Generally, any person who holds an
interest in a partnership as a nominee for
another person must furnish to the
partnership the name, address, etc., of the
other person.

If a married couple each had an interest in
the partnership, prepare a separate
Schedule K-1 for each of them.

How To Complete Schedule K-1
In order to enable accurate scanning
and processing of Schedule(s) K-1,
CAUTION please use a 10-point Helvetica
Light Standard font for all entries on
Schedules K-1 if the entries are typed or
made using a computer.

!

If the return is for a fiscal year or a short tax
year, fill in the tax year space at the top of
each Schedule K-1. On each Schedule K-1,
enter the information about the partnership
and the partner in Parts I and II (items A
through N). 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 file the
partner's tax return, including information
needed to prepare state and local tax
returns.
Codes. In box 11 and boxes 13 through 15,
and 17 through 20, identify each item by
entering a code in the column to the left of
the entry space for the dollar amount. These
codes are identified in these instructions and
on the List of Codes in the Partner’s
Instructions for Schedule K-1 (Form 1065).
Attached statements. When attaching
statements to Schedule K-1 to report
additional information to the partner, indicate
there is a statement for the following.
• If an amount can be input on
Schedule K-1 but additional information is
required, enter an asterisk (*) after the code
in the column to the left of the entry space.
• For items that can't be reported as a
single dollar amount, enter the code and an
asterisk (*) in the column to the left and enter
“STMT” in the right column to indicate that
the information is provided on an attached
statement.
• If the partnership has more coded items
than the number of entry boxes (for example,
boxes 11, 13 through 15, or boxes 17
through 20), don't enter a code or dollar
amount in the last entry box. Instead, enter
an asterisk (*) in the left column and enter
“STMT” in the entry space to the right.
-29-

Part I. Information About
the Partnership
On each Schedule K-1, enter the name,
address, and identifying number of the
partnership.

Item C. If the partnership is filing its return
electronically, enter "e-file." Otherwise, enter
the name of the IRS Service Center where
the partnership will file its return. See Where
To File, earlier.

Part II. Information About
the Partner

Complete a Schedule K-1 for each partner.
On each Schedule K-1, enter the partner's
name, address, identifying number, and
distributive share items. See special rules
below for partners that are DEs.

Items E and F

For an individual partner, enter the partner's
SSN or individual taxpayer identification
number (ITIN) rather than the TIN of the DE
partner. For all other partners, enter the
partner's EIN. However, if a partner is an
IRA, enter the identifying number of the
custodian of the IRA. Do not enter the
identification number of the person for whom
the IRA is maintained.
Foreign partners without a U.S.
identifying number should be notified by the
partnership of the necessity of obtaining a
U.S. identifying number. Certain aliens who
aren't eligible to obtain SSNs can apply for
an ITIN on Form W-7, Application for IRS
Individual Taxpayer Identification Number.
If the partner in the partnership is an
entity, such as single-member LLC, that is a
DE for federal income tax purposes, enter
the TIN of the beneficial owner of the DE
partner in item E rather than the TIN of the
DE partner. The beneficial owner is the
taxpayer who owns the DE partner. In item F,
enter the name and address of the beneficial
owner of the DE partner. See the instructions
for item H2 below.
Note. If the partner is an LLC or a trust, the
partnership should inquire as to whether the
LLC is a DE for federal income tax purposes.
If the LLC or trust is a DE, the partnership
must verify that the partner's TIN is the TIN
used by the partner's beneficial owner in
filing its federal income tax return.
Truncating recipient's TIN on Schedule K-1. The partnership can truncate a
partner's identifying number on the
Schedule K-1 the partnership sends to the

partner. Truncation isn't allowed on the
Schedule K-1 the partnership files with the
IRS. Also, the partnership cannot truncate its
own identification number on any form.
To truncate, where allowed, replace the
first five digits of the nine-digit number with
asterisks (*) or Xs (for example, an SSN
xxx-xx-xxxx would appear as ***-**-xxxx or
XXX-XX-xxxx). For more information, see
Regulations section 301.6109-4.

E—Exempt Organization; IRA—Individual
Retirement Arrangement; or FGOV—Foreign
Government.

partnership-level qualified nonrecourse
financing (defined below) on the line for
nonrecourse liabilities.

Item J. Partner's Profit, Loss,
and Capital

If the partner terminated his or her interest
in the partnership during the year, enter the
share that existed immediately before the
total disposition. In all other cases, enter it as
of the end of the year.

On each line, enter the partner's percentage
share of the partnership's profit, loss, and
capital as of the beginning and end of the
partnership's tax year, as determined under
the partnership agreement. If a partner's
interest commences after the beginning of
the partnership's tax year, enter in the
Beginning column the percentages that
existed for the partner immediately after
admission. If a partner's interest terminates
before the end of the partnership's tax year,
enter in the Ending column the percentages
that existed immediately before termination.

DRAFT AS OF
November 24, 2021
Foreign address. If the partner has a
foreign address, enter the information in the
following order: City or town, state or
province, country, and ZIP or foreign postal
code. Follow the country's practice for
entering the postal code. Do not abbreviate
the country name.

Item G

Complete item G on all Schedules K-1. If a
partner holds interests as both a general and
limited partner, check both boxes and attach
a statement for each activity that shows the
amounts allocable to the partner's interest as
a limited partner.

Item H1. Domestic/Foreign
Partner

Check the foreign partner box if the partner is
a nonresident alien individual, foreign
partnership, foreign corporation, foreign
estate, foreign trust, or foreign government.
Otherwise, check the domestic partner box.

Item H2. Disregarded Entity
(DE)

If the partner is a DE, check the box and
provide the name and TIN of the DE partner.
The partnership should make reasonable
attempts to obtain the DE’s TIN. If after
making reasonable attempts to obtain the
DE’s TIN such TIN is unavailable or unknown
to the partnership, the partnership may
report the DE’s TIN as unknown. If the DE
does not have a TIN, enter “None” in the
space for the DE’s TIN. For more information
about DE reporting, see IRS.gov/forms-pubs/
clarifications-for-disregarded-entityreporting-and-section-743b-reporting.

Item I1. What Type of Entity Is
This Partner?

State whether the partner is an individual, a
corporation, an estate, a trust, a partnership,
a DE, an exempt organization, a foreign
government, or a nominee (custodian). If the
partner is an LLC and has elected to be
treated as other than a DE under
Regulations section 301.7701-3 for federal
income tax purposes, the partnership must
enter the LLC's classification for federal
income tax purposes (that is, a corporation
or partnership). If any legal owner of the
partnership is a DE for federal income tax
purposes, report the beneficial owner’s entity
type in item I1. If the partner is a nominee,
use one of the following codes after the word
“nominee” to indicate the type of entity the
nominee represents: I—Individual;
C—Corporation; F—Estate or Trust;
P—Partnership; DE—Disregarded Entity;

On the line for Capital, enter the
percentage share of the capital that the
partner would receive if the partnership was
liquidated by the distribution of undivided
interests in partnership assets and liabilities.
If the partner's capital account is negative or
zero, express the percentage ownership of
capital as zero.

The partner's percentage share of each
category must be expressed as a
percentage. The percentage must not be
negative. The total percentage interest in
each category must total 100% for all
partners. To determine whether the total
beginning and ending percentages are
100%, do not include the beginning
percentage for a partner that wasn't a partner
at the beginning of the partnership's tax year
or the ending percentage for a partner that
left the partnership before the end of the
partnership's tax year. If the partnership
agreement doesn't express the partner's
share of profit, loss, and capital as fixed
percentages, the partnership may use a
reasonable method in arriving at each
percentage for purposes of completing the
items required by item J, as long as such
method is consistent with the partnership
agreement and is applied consistently from
year to year. Maintain records to support the
share of profits, share of losses, and share of
capital reported for each partner.
Check the box in this item if there was a
sale or exchange of all or part of a
partnership interest to a new or pre-existing
partner during the year, regardless of
whether the partner recognized gain or loss
on the transaction(s).

Item K. Partner's Share of
Liabilities

Enter each partner's share of nonrecourse
liabilities, partnership-level qualified
nonrecourse financing, and other recourse
liabilities at the end of the year.
“Nonrecourse liabilities” are those
liabilities of the partnership for which no
partner (or related person) bears the
economic risk of loss. The extent to which a
partner bears the economic risk of loss is
determined under the rules of Regulations
section 1.752-2. Do not include
-30-

If the partnership is engaged in two or
more different types of at-risk activities, or a
combination of at-risk activities and any other
activity, attach a statement showing the
partner's share of nonrecourse liabilities,
partnership-level qualified nonrecourse
financing, and other recourse liabilities for
each activity. See Pub. 925 to determine if
the partnership is engaged in more than one
at-risk activity.
The at-risk rules of section 465 generally
apply to any activity carried on by the
partnership as a trade or business or for the
production of income. These rules generally
limit the amount of loss and other deductions
a partner can claim from any partnership
activity to the amount for which that partner
is considered at risk. However, for partners
who acquired their partnership interests
before 1987, the at-risk rules don't apply to
losses from an activity of holding real
property the partnership placed in service
before 1987. The activity of holding mineral
property doesn't qualify for this exception.
Identify on an attached statement to
Schedule K-1 the amount of any losses that
aren't subject to the at-risk rules.
If a partnership is engaged in an activity
subject to the limitations of section 465(c)(1)
(such as films or videotapes, leasing section
1245 property, farming, or oil and gas
property), give each partner his or her share
of the total pre-1976 losses from that activity
for which there existed a corresponding
amount of nonrecourse liability at the end of
each year in which the losses occurred. See
Form 6198, At-Risk Limitations, and related
instructions for more information.
Qualified nonrecourse financing secured
by real property used in an activity of holding
real property that is subject to the at-risk
rules is treated as an amount at risk.
“Qualified nonrecourse financing” generally
includes financing for which no one is
personally liable for repayment that is
borrowed for use in an activity of holding real
property and that is loaned or guaranteed by
a federal, state, or local government or that is
borrowed from a “qualified” person. Qualified
persons include any person actively and
regularly engaged in the business of lending
money, such as a bank or savings and loan
association. Qualified persons generally
don't include related parties (unless the
nonrecourse financing is commercially
reasonable and on substantially the same
terms as loans involving unrelated persons),
the seller of the property, or a person who
receives a fee for the partnership's
investment in the real property. See section
465(b)(6) for more information on qualified
nonrecourse financing.

Instructions for Form 1065 (2021)

The partner as well as the partnership
must meet the qualified nonrecourse rules.
Therefore, the partnership must enter on an
attached statement any other information the
partner needs to determine if the qualified
nonrecourse rules are also met at the partner
level.
If a partnership (upper-tier) owns a direct
interest in other partnerships (lower-tier),
then Regulations section 1.752-4(a) requires
that the upper-tier partnership allocates to its
partners its share of the lower-tier
partnership's liabilities (except for any liability
of the lower-tier partnership that is owed to
the upper-tier partnership). Allocate those
lower-tier partnership liabilities to each
partner based on whether that liability is a
recourse or nonrecourse liability to the
partner under the regulations under section
752. The characterization of a liability may
change as it moves from a lower-tier
partnership to an upper-tier partnership. If
Schedule K-1 (Form 1065) includes
lower-tier partnership liabilities, check the
box in item K. If the total liabilities on all
Schedule K-1s (Form 1065) do not equal the
total liabilities on Schedule L, attach a
reconciliation.

adjusted tax basis of all property contributed
by the partner to the partnership during the
year. The amount you enter on this line
should be reduced by any liabilities assumed
by the partnership in connection with, or
liabilities to which the property is subject
immediately before, the contribution. This
amount might be negative.
Current year net income (loss). On
the line for current year net income (loss),
enter the partner's distributive share of
partnership income and gain (including
tax-exempt income) as figured for tax
purposes for the year, minus the partner's
distributive share of partnership loss and
deductions (including nondeductible,
noncapital expenditures) as figured for tax
purposes for the year.

which the property is subject immediately
before, the distribution. This amount might
be negative.
Ending capital account. The sum of
the amounts shown on the lines in item L
above the line for ending capital account
must equal the amount reported on the line
for ending capital account. A partner's
ending capital account determined under the
tax basis method may be negative if the sum
of a partner's losses and distributions
exceeds the sum of the partner's
contributions and share of income.

DRAFT AS OF
November 24, 2021
Item L. Partner's Capital
Account Analysis

You aren’t required to complete item L if the
answer to question 4 of Schedule B is “Yes.”
If you are required to complete this item, also
see the instructions for Schedule M-2, later.
Tax basis method. Figure each partner's
capital account for the partnership's tax year
using the transactional approach, discussed
below, for the tax basis method.
How to report partnership events or
transactions. If you are uncertain how to
report a partnership event or transaction, you
should account for the event or transaction in
a manner generally consistent with figuring
the partner's adjusted tax basis in its
partnership interest (without regard to
partnership liabilities), taking into account the
rules and principles of sections 705, 722,
733, and 742 and by reporting the amount on
the line for other increase (decrease). The
partner's ending capital account as reported
using the tax basis method in item L might
not equal the partner's adjusted tax basis in
its partnership interest. Generally, this is
because a partner's adjusted tax basis in its
partnership interest includes the partner's
share of partnership liabilities, as well as
partner specific adjustments. Each partner is
responsible for maintaining a record of the
adjusted tax basis in its partnership interest.
Beginning capital account. Enter the
partner's ending capital account as
determined for last year on the line for
beginning capital account. If a partner joined
the partnership through a contribution to the
partnership this year, enter zero as the
partner's beginning capital account.
Capital contributed during the year.
On the line for capital contributed during the
year, enter the amount of cash plus the

Instructions for Form 1065 (2021)

Other increase (decrease). On the line
for other increase (decrease), enter the sum
of all other increases or decreases that
affected the partner's capital account for tax
purposes during the year and attach a
statement explaining each adjustment. For
example, if a new partner acquired its
interest in the partnership from another
partner in a purchase, exchange, gift, or
inheritance, enter an amount for the
transferee under other increase that is equal
to the transferor partner's ending capital
account with respect to the interest
transferred immediately before the transfer
figured using the tax basis method. Other
examples of increases include the following.
• The partner's distributive share of the
excess of the tax deductions for depletion
(other than oil and gas depletion) over the
adjusted tax basis of the property subject to
depletion.
• The partner's share of any increase to the
adjusted tax basis of partnership property
under section 734(b).
If a transferor partner disposed of its
interest in the partnership by sale, exchange,
gift, or as the result of death, enter the
transferor partner's ending capital account
with respect to the interest transferred
immediately before the transfer figured using
the tax basis method. Other examples of
decreases include the following.
• The partner's distributive share of tax
deductions for depletion of any partnership
oil and gas property, but not exceeding the
partner's share of the adjusted tax basis of
that property.
• The partner's share of any decrease to the
adjusted tax basis of partnership property
under section 734(b).
Note. Section 743(b) basis adjustments are
not taken into account in calculating a
partner's capital account under the tax basis
method.
Withdrawals and distributions. On the
line for withdrawals and distributions, enter
the amount of cash plus the adjusted tax
basis of all property distributed by the
partnership to the partner during the year.
The amount you enter on this line should be
reduced by any liabilities assumed by the
partner in connection with, or liabilities to
-31-

Publicly traded partnerships (PTPs). In
the case of a sale or exchange of an interest
in a PTP, you may determine a transferee
partner's beginning capital account by
adjusting the partner's beginning capital
account to reflect the transferee partner's
purchase price of the interest rather than
entering the transferor partner's ending
capital account. In making the adjustments,
you may use information required to be
reported to you under Regulations section
1.6031(c)-1T, and publicly available trading
price information.

Item M. Did the Partner
Contribute Property With a
Built-in Gain or Loss?

Check the appropriate box to indicate
whether the partner contributed property with
a built-in gain or loss during the tax year. If
the “Yes” box is checked, attach a statement
that contains the following information.
• A description of each property the partner
contributed.
• The date the property was contributed.
• The amount of the property's built-in gain
or loss.
Exception. If a partner contributes more
than 10 properties with either a built-in gain
or built-in loss on any date during the tax
year, the partnership isn't required to provide
the required information separately for each
property contributed for that date. Instead,
the partnership can report the (a) number of
properties contributed on that date, (b) total
amount of built-in gain, and (c) total amount
of built-in loss. Do not net the built-in gains
and built-in losses; instead, show the total
built-in gain and total built-in loss for all
properties contributed on that date.
A property's built-in gain is the amount by
which the FMV of the property exceeds its
adjusted tax basis at the time the property is
contributed to the partnership. A property's
built-in loss is the amount by which the FMV
of the property is less than its adjusted tax
basis at the time the property is contributed
to the partnership. Partnerships are required
to keep track of this information (see
Regulations section 1.704-3). This
information is also needed for purposes of
allocating partnership items to partners
because income, gain, loss, and deductions
related to property contributed to the
partnership by a partner must be shared
among the partners so as to take account of
the variation between the basis of the

property to the partnership and its FMV at
the time of contribution. If the partnership
distributes any property (other than built-in
gain property) to a partner that has
contributed built-in gain property to the
partnership within the last 7 years, it will
need this information for the attached
statement required in the instructions for
line 19b of Schedule K for distributions
subject to section 737 (code B). If the
partnership distributes contributed property
with a built-in gain or loss to any partner
other than the partner that contributed the
property and the date of the distribution is
within 7 years of the date the property was
contributed to the partnership, it will need
this information for the attached statement
required by the instructions for line 20c of
Schedule K for the precontribution gain
(loss) (code W).

share of the net long-term capital gain from
Schedule D.

Income (Loss)
Line 1. Ordinary Business Income
(Loss)
Enter the amount from page 1, line 22. Enter
the income (loss) without reference to (a) the
basis of the partners' interests in the
partnership, (b) the partners' at-risk
limitations, or (c) the passive activity
limitations. These limitations, if applicable,
are determined at the partner level.

Schedule K-1. Enter each partner's
distributive share of net income (loss) from
rental activities other than rental real estate
activities in box 3 of Schedule K-1. Identify
on statements attached to Schedule K-1 any
additional information the partner needs to
correctly apply the passive activity
limitations. For example, if the partnership
has more than one rental activity reported in
box 3, identify on an attached statement to
Schedule K-1 the amount from each activity.
See Passive Activity Reporting
Requirements, earlier.

DRAFT AS OF
November 24, 2021
Item N. Partner's Share of Net
Unrecognized Section 704(c)
Gain or (Loss)

For item N, the partnership should report the
partner's share of net unrecognized section
704(c) gains or losses, both at the beginning
and at the end of the partnership's tax year.
Solely for purposes of completing item N, the
section 704(c) gain or loss is the partner's
share of the net (net means aggregate or
sum) of all unrecognized section 704(c) gain
or loss in partnership property, including
section 704(c) gain or loss arising from
revaluations of partnership property. See
Notice 2019-66 for more information.

Specific Instructions
(Schedules K and K-1, Part
III, Except as Noted)
These instructions refer to the lines on
Schedule K and the boxes on Schedule K-1.

Special Allocations

An item is specially allocated if it is allocated
to a partner in a ratio different from the ratio
for sharing income or loss generally.
Report specially allocated ordinary gain
(loss) on Schedule K, line 11, and in box 11
of Schedule K-1. Report other specially
allocated items in the applicable boxes of the
partner's Schedule K-1, with the total amount
on the applicable line of Schedule K. See
How Income Is Shared Among Partners,
earlier.
Example. A partnership has a long-term
capital gain that is specially allocated to a
partner and a net long-term capital gain
reported on line 15 of Schedule D that must
be reported on line 9a of Schedule K.
Because specially allocated gains or losses
aren't reported on Schedule D, the
partnership must report both the net
long-term capital gain from Schedule D and
the specially allocated gain on line 9a of
Schedule K. Box 9a of the Schedule K-1 for
the partner must include both the specially
allocated gain and the partner's distributive

Line 1 should not include rental activity
income (loss) or portfolio income (loss).

Schedule K-1. Enter each partner's
distributive share of ordinary business
income (loss) in box 1 of Schedule K-1.
Identify on statements attached to
Schedule K-1 any additional information the
partner needs to correctly apply the passive
activity limitations. For example, if the
partnership has more than one trade or
business activity, identify on an attached
statement to Schedule K-1 the amount from
each separate activity. See Passive Activity
Reporting Requirements, earlier.

Line 2. Net Rental Real Estate
Income (Loss)
Enter the net income (loss) from rental real
estate activities of the partnership from Form
8825. Attach this form to Form 1065.
Schedule K-1. Enter each partner's
distributive share of net rental real estate
income (loss) in box 2 of Schedule K-1.
Identify on statements attached to
Schedule K-1 any additional information the
partner needs to correctly apply the passive
activity limitations. For example, if the
partnership has more than one rental real
estate activity, identify the amount
attributable to each activity. Also, for
example, identify certain items from any
rental real estate activities that may be
subject to the recharacterization rules. See
Passive Activity Reporting Requirements,
earlier.

Line 3. Other Net Rental Income
(Loss)
Enter on line 3a gross income from rental
activities other than those reported on Form
8825. Include on line 3a gain (loss) from
line 17 of Form 4797 that is attributable to the
sale, exchange, or involuntary conversion of
an asset used in a rental activity other than a
rental real estate activity.
Enter on line 3b the deductible expenses
of the activity. Attach a statement of these
expenses to Form 1065.
Enter on line 3c the net income (loss).
See Rental Activities, earlier, and Pub.
925 for more information on rental activities.
-32-

Line 4. Guaranteed Payments to
Partners

Guaranteed payments are payments made
by a partnership to a partner that are
determined without regard to the
partnership's income. Some examples of
guaranteed payments to partners include:
• Payments for salaries, health insurance,
and interest deducted by the partnership and
reported on Form 1065, page 1, line 10;
Form 8825; or on Schedule K, line 3b;
• Compensation deferred under a section
409A nonqualified deferred compensation
plan that doesn't meet the requirements of
section 409A reported on line 20c of
Schedule K; and
• Payments the partnership must capitalize.
See the instructions for Form 1065, line 10.

Generally, amounts reported on line 4a as
guaranteed payment for services and line 4b
as guaranteed payment for the use of capital
aren't considered to be related to a passive
activity. For example, guaranteed payments
for personal services paid to a partner would
not be passive activity income. Likewise,
guaranteed payments for capital are treated
as interest for purposes of section 469 and
are generally not passive activity income.
A partnership must treat and report a

TIP transfer of partnership property to a

partner in satisfaction of a
guaranteed payment as a sale or exchange,
and not a distribution. See Rev. Rul.
2007-40, 2007-25 I.R.B. 1426, for more
details.
Schedule K-1. Enter each partner's
guaranteed payments for services in box 4a
and guaranteed payments for use of capital
in box 4b of Schedule K-1. Report each
partner's total guaranteed payments in
box 4c of Schedule K-1.

Portfolio Income
See Portfolio Income, earlier, for a definition
of portfolio income.
Do not reduce portfolio income by
deductions allocated to it. Report such
deductions (other than interest expense) on
line 13d of Schedule K. Report each
partner's distributive share of deductions
(other than interest) allocable to portfolio
income in box 13 of Schedule K-1, using
code I or L.

Instructions for Form 1065 (2021)

Interest expense allocable to portfolio
income is generally investment interest
expense reported on line 13b of Schedule K.
Report each partner's distributive share of
interest expense allocable to portfolio
income in box 13 of Schedule K-1 using
code H.

Line 5. Interest Income

stock, do not count certain days during which
the partnership's risk of loss was diminished.
Preferred dividends attributable to periods
totaling less than 367 days are subject to the
61-day holding period rule above.
• Dividends that relate to payments that the
partnership is obligated to make because of
short sales or positions in substantially
similar or related property.
• Dividends paid by a RIC that aren't
treated as qualified dividend income under
section 854.
• Dividends paid by a REIT that aren't
treated as qualified dividend income under
section 857(c).
• Dividends from a corporation which first
became a surrogate foreign corporation (as
defined in section 7874(a)(2)(B) after
December 22, 2017) other than a foreign
corporation that is treated as a domestic
corporation under section 7874(b). See
section 1(h)(11)(C)(iii)(II).
See Pub. 550 for more details.

generally required to treat dividend
equivalents as U.S. source dividends, and
domestic partnerships with partners who
may need this information. Enter the amount
of dividend equivalents as defined in section
871(m). See Regulations section 1.871-15
for additional information. For purposes of
line 6c, include all amounts that would be
included as a dividend equivalent if the
amount were paid to a person subject to tax
under section 871 or 881, even if the partner
is a U.S. person.

DRAFT AS OF
November 24, 2021
Enter only taxable portfolio interest on this
line. Taxable interest is interest from all
sources except interest exempt from tax and
interest on tax-free covenant bonds. Include
interest income from the credit to holders of
tax credit bonds. See the instructions for
Other credits (code P) under Line 15f. Other
Credits, later, and the Instructions for Form
8912 for details.

Schedule K-1. Enter each partner's
distributive share of interest income in box 5
of Schedule K-1. If the partnership is
reporting interest income from clean
renewable energy bonds, attach a statement
to Schedule K-1 that shows each partner's
distributive share of interest income from this
credit. Partners need this information to
properly adjust the basis of their interest in
the partnership.

Line 6a. Ordinary Dividends
Enter only taxable ordinary dividends on
line 6a, including any qualified dividends
reported on line 6b. Do not include any
dividend equivalents reported on line 6c.
Schedule K-1. Enter each partner's
distributive share of ordinary dividends in
box 6a of Schedule K-1.

Line 6b. Qualified Dividends
Enter qualified dividends on line 6b. Except
as provided below, qualified dividends are
dividends received from domestic
corporations and qualified foreign
corporations.
Exceptions. The following dividends aren't
qualified dividends.
• Dividends the partnership received on any
share of stock held for less than 61 days
during the 121-day period that began 60
days before the ex-dividend date. When
determining the number of days the
partnership held the stock, don't count
certain days during which the partnership's
risk of loss was diminished. The ex-dividend
date is the first date following the declaration
of a dividend on which the purchaser of a
stock isn't entitled to receive the next
dividend payment. When counting the
number of days the partnership held the
stock, include the day the partnership
disposed of the stock but not the day the
partnership acquired it.
• Dividends attributable to periods totaling
more than 366 days that the partnership
received on any share of preferred stock
held for less than 91 days during the 181-day
period that began 90 days before the
ex-dividend date. When determining the
number of days the partnership held the

Instructions for Form 1065 (2021)

Qualified foreign corporation. A foreign
corporation is a qualified foreign corporation
if it is:
1. Incorporated in a possession of the
United States, or
2. Eligible for benefits of a
comprehensive income tax treaty with the
United States that the Secretary determines
is satisfactory for this purpose and that
includes an exchange of information
program. See Notice 2011-64, 2011-37
I.R.B. 231, for details.

Line 7. Royalties

Enter the royalties received by the
partnership.

Schedule K-1. Enter each partner's
distributive share of royalties in box 7 of
Schedule K-1.

Line 8. Net Short-Term Capital
Gain (Loss)

Enter the gain (loss) that is portfolio income
(loss) from Schedule D (Form 1065), line 7.
Schedule K-1. Enter each partner's
distributive share of net short-term capital
gain (loss) in box 8 of Schedule K-1.

Line 9a. Net Long-Term Capital
Gain (Loss)
Enter the gain or loss that is portfolio income
(loss) from Schedule D (Form 1065), line 15.

If the foreign corporation doesn't meet
either (1) or (2) above, then it may be treated
as a qualified foreign corporation for any
dividend paid by the corporation if the stock
associated with the dividend paid is readily
tradable on an established securities market
in the United States.
However, qualified dividends don't
include dividends paid by an entity that was
a passive foreign investment company
(defined in section 1297) in either the tax
year of the distribution or the preceding tax
year.
See Notice 2004-71, 2004-45 I.R.B. 793,
for more details.

Schedule K-1. Enter each partner's
distributive share of net long-term capital
gain (loss) in box 9a of Schedule K-1.

Schedule K-1. Enter each partner's
distributive share of qualified dividends in
box 6b of Schedule K-1.
Attach a statement to the Schedule K-1
identifying the dividends included in box 6a
or box 6b that are eligible for the deduction
for dividends received under section 243(a),
(b), or (c); section 245; or section 245A; or
are hybrid dividends as defined in section
245A(e)(4).

Figure the amount attributable to collectibles
from the amount reported on Schedule D
(Form 1065), line 15. A collectibles gain
(loss) is any long-term gain or deductible
long-term loss from the sale or exchange of a
collectible that is a capital asset.

!

CAUTION

If any amounts from line 6b are from
foreign sources, see the instructions
for Schedules K-2 and K-3.

Line 6c. Dividend Equivalents
Information on dividend equivalents, as
described in section 871(m), is provided for
persons that are not U.S. persons, who are
-33-

If any gain or loss from line 7 or 15 of
Schedule D is from the disposition of
CAUTION nondepreciable personal property
used in a trade or business, it may not be
treated as portfolio income. Instead, report it
on line 11 of Schedule K and report each
partner's distributive share in box 11 of
Schedule K-1 using code I.

!

Line 9b. Collectibles (28%) Gain
(Loss)

Collectibles include works of art, rugs,
antiques, metal (such as gold, silver, or
platinum bullion), gems, stamps, coins,
alcoholic beverages, and certain other
tangible property.
Also, include gain (but not loss) from the
sale or exchange of an interest in a
partnership or trust held for more than 1 year
and attributable to unrealized appreciation of
collectibles. For details, see Regulations
section 1.1(h)-1. Also attach the statement

required under Regulations section
1.1(h)-1(e).
Schedule K-1. Report each partner's
distributive share of the collectibles (28%)
gain (loss) in box 9b of Schedule K-1.

Line 9c. Unrecaptured Section
1250 Gain

gain,” do not add it to the partnership's own
unrecaptured section 1250 gain. Instead,
report it as a separate amount. For example,
if the partnership received a Form 1099-DIV
from a REIT with unrecaptured section 1250
gain, report it as “Unrecaptured section 1250
gain from a REIT.”
Schedule K-1. Report each partner's
distributive share of unrecaptured section
1250 gain from the sale or exchange of the
business assets in box 9c of Schedule K-1. If
the partnership is reporting unrecaptured
section 1250 gain from an estate, trust,
REIT, or RIC, or from the partnership's sale
or exchange of an interest in another
partnership (as explained above), enter
“STMT” in box 9c and an asterisk (*) in the
left column of the box, and attach a
statement that separately identifies the
amount of unrecaptured section 1250 gain
from the following.
• The sale or exchange of the partnership's
business assets.
• The sale or exchange of an interest in
another partnership.
• An estate, trust, REIT, or RIC.

Other portfolio income (loss) (code A).
Portfolio income not reported on lines 5
through 10.
Report and identify other portfolio income
or loss on an attached statement for line 11.
For example, income reported to the
partnership from a REMIC, in which the
partnership is a residual interest holder,
would be reported on an attached statement
for line 11. If the partnership holds a residual
interest in a REMIC, report on the attached
statement for box 11 of Schedule K-1 the
partner's share of the following.
• Taxable income (net loss) from the
REMIC (line 1b of Schedules Q (Form
1066)).
• Excess inclusion (line 2c of Schedules Q
(Form 1066)).
• Section 212 expenses (line 3b of
Schedules Q (Form 1066)). Do not report
these section 212 expense deductions
related to portfolio income on Schedules K
and K-1.
Because Schedule Q (Form 1066) is a
quarterly statement, the partnership must
follow the Schedule Q instructions to figure
the amounts to report to partners for the
partnership's tax year.

DRAFT AS OF
November 24, 2021
The three types of unrecaptured section
1250 gain must be reported separately on an
attached statement to Form 1065.
From the sale or exchange of the partnership's business assets. Figure this
amount in Part III of Form 4797 for each
section 1250 property (except property for
which gain is reported using the installment
method on Form 6252) for which you had an
entry in Part I of Form 4797. Subtract
line 26g of Form 4797 from the smaller of
line 22 or line 24. Figure the total of these
amounts for all section 1250 properties.
Generally, the result is the partnership's
unrecaptured section 1250 gain. However, if
the partnership is reporting gain on the
installment method for a section 1250
property held more than 1 year, see the next
paragraph.
The total unrecaptured section 1250 gain
for an installment sale of section 1250
property held more than 1 year is figured in a
manner similar to that used in the preceding
paragraph. However, the total unrecaptured
section 1250 gain must be allocated to the
installment payments received from the sale.
To do so, the partnership must generally
treat the gain allocable to each installment
payment as unrecaptured section 1250 gain
until all such gain has been used in full.
Figure the unrecaptured section 1250 gain
for installment payments received during the
tax year as the smaller of (a) the amount
from line 26 or line 37 of Form 6252
(whichever applies), or (b) the total
unrecaptured section 1250 gain for the sale
reduced by all gain reported in prior years
(excluding section 1250 ordinary income
recapture).
If the partnership chose not to treat
all of the gain from payments
CAUTION received after May 6, 1997, and
before August 24, 1999, as unrecaptured
section 1250 gain, use only the amount the
partnership chose to treat as unrecaptured
section 1250 gain for those payments to
reduce the total unrecaptured section 1250
gain remaining to be reported for the sale.
See Regulations section 1.453-12.

!

From the sale or exchange of an interest
in a partnership. Also report as a separate
amount any gain from the sale or exchange
of an interest in a partnership attributable to
unrecaptured section 1250 gain. See
Regulations section 1.1(h)-1 and attach the
statement required under Regulations
section 1.1(h)-1(e).
From an estate, trust, REIT, or RIC. If the
partnership received a Schedule K-1 or Form
1099-DIV from an estate, a trust, a REIT, or a
RIC reporting “unrecaptured section 1250

!

CAUTION

If any amounts from line 9c are from
foreign sources, see the instructions
for Schedules K-2 and K-3.

Line 10. Net Section 1231 Gain
(Loss)
Enter the net section 1231 gain (loss) from
Form 4797, line 7.
Do not include net gain or loss from
involuntary conversions due to casualty or
theft. Report net gain or loss from involuntary
conversions due to casualty or theft on
line 11 of Schedule K (box 11, code B, of
Schedule K-1). See the instructions for
line 11 on how to report net gain (loss) due to
a casualty or theft.
Schedule K-1. Report each partner's
distributive share of net section 1231 gain
(loss) in box 10 of Schedule K-1. If the
partnership has more than one rental, trade,
or business activity, identify on an attached
statement to Schedule K-1 the amount of
section 1231 gain (loss) from each separate
activity. See Passive Activity Reporting
Requirements, earlier.

!

CAUTION

If any amounts from line 10 are from
foreign sources, see the instructions
for Schedules K-2 and K-3.

Line 11. Other Income (Loss)
Enter any other item of income or loss not
included on lines 1 through 10. On the line to
the left of the entry space for line 11, identify
the type of income. If there is more than one
type of income, attach a statement to Form
1065 that separately identifies each type and
amount of income for each of the following
categories. The codes needed for
Schedule K-1 reporting are provided for each
category.

-34-

Involuntary conversions (code B). Net
gain (loss) from involuntary conversions due
to casualty or theft. The amount for this line
is shown on Form 4684, Casualties and
Thefts, line 38a, 38b, or 39.
Each partner's share must be entered on
Schedule K-1. Give each partner a schedule
that shows the amounts to be reported on
the partner's Form 4684, line 34, columns (b)
(i), (b)(ii), and (c).
If there was a gain (loss) from a casualty
or theft to property not used in a trade or
business or for income-producing purposes,
notify the partner. The partnership should not
complete Form 4684 for this type of casualty
or theft. Instead, each partner will complete
his or her own Form 4684.
Section 1256 contracts and straddles
(code C). Report any net gain or loss from
section 1256 contracts from Form 6781,
Gains and Losses From Section 1256
Contracts and Straddles.
Mining exploration costs recapture (code
D). Provide the information partners need to
recapture certain mining exploration
expenditures. See Regulations section
1.617-3.
Cancellation of debt (code E). If
cancellation of debt is reported to the
partnership on Form 1099-C, report each
partner's distributive share in box 11 using
code E. Amounts related to forgiven
Paycheck Protection Program loans are
disregarded for purposes of this question.
Include the amount of income the

TIP partnership must recognize for a

transfer of a partnership interest in
satisfaction of a partnership debt when the
debt relieved exceeds the FMV of the

Instructions for Form 1065 (2021)

partnership interest. See section 108(e)(8)
for more information.
Section 743(b) positive income adjustments (code F). For partnerships other
than PTPs, report the partner's share of net
positive income resulting from all section
743(b) adjustments. For purposes of code F,
net positive income from all section 743(b)
adjustments means the excess of all section
743(b) adjustments allocated to the partner
that increase the partner's taxable income
over all section 743(b) adjustments that
decrease the partner's taxable income.
Attach a statement to line 20, code U,
showing each section 743(b) basis
adjustment making up the total and identify
the assets to which it relates. The
partnership may group these 743(b) basis
adjustments by asset category or description
in cases where multiple assets are affected.
See the instructions for line 20, code U.

(FMV of the property for any other
disposition, such as a distribution).
(c) The partner's share of the partnership's
adjusted basis in the property (except for oil
or gas properties).
(d) Total intangible drilling costs,
development costs, and mining exploration
costs (section 59(e) expenditures) passed
through to the partner for the property.
See Regulations section 1.1254-5 for more
information.
• Gains from the disposition of farm
recapture property (see Form 4797) and
other items to which section 1252 applies.
• Any income, gain, or loss to the
partnership under section 751(b). When a
partnership makes a distribution and the
partnership holds section 751 property, if any
partner has any gain or loss under section
751(b), the partnership must report the net of
all such gains or losses.
• Specially allocated ordinary gain (loss).
• Any gain or loss from line 7 or 15 of
Schedule D that isn't portfolio income (for
example, gain or loss from the disposition of
nondepreciable personal property used in a
trade or business).
• Gain from the sale or exchange of
qualified small business (QSB) stock (as
defined in the Instructions for Schedule D)
that is eligible for the section 1202 exclusion.
The section 1202 exclusion applies only to
QSB stock held by the partnership for more
than 5 years. Corporate partners aren't
eligible for the section 1202 exclusion.
Additional limitations apply at the partner
level. Report each partner's share of section
1202 gain on Schedule K-1. Each partner will
determine if he or she qualifies for the
section 1202 exclusion. Report on an
attached statement to Schedule K-1 for each
sale or exchange (a) the name of the
corporation that issued the QSB stock, (b)
the partner's share of the partnership's
adjusted basis and sales price of the QSB
stock, and (c) the dates the QSB stock was
bought and sold.
• Gain eligible for section 1045 rollover
(replacement stock purchased by the
partnership). Include only gain from the sale
or exchange of QSB stock (as defined in the
Instructions for Schedule D) that was
deferred by the partnership under section
1045 and reported on Form 8949/
Schedule D. See the Instructions for
Schedule D, and the Instructions for Form
8949 for more details. The partnership
makes the election for section 1045 rollover
on a timely filed (including extensions) return
for the year in which the sale occurred.
Corporate partners aren't eligible for the
section 1045 rollover. Additional limitations
apply at the partner level. Each partner will
determine if he or she qualifies for the
rollover. Report on an attached statement to
Schedule K-1 for each sale or exchange (a)
the name of the corporation that issued the
QSB stock, (b) the partner's share of the
partnership's adjusted basis and sales price
of the QSB stock, (c) the dates the QSB
stock was bought and sold, (d) the partner's
distributive share of gain from the sale of the
QSB stock, and (e) the partner's distributive

share of the gain that was deferred by the
partnership under section 1045. Do not
include these amounts on line 11 of
Schedule K.
• Gain eligible for section 1045 rollover
(replacement stock not purchased by the
partnership). Include only gain from the sale
or exchange of QSB stock (as defined in the
Instructions for Schedule D) the partnership
held for more than 6 months but that wasn't
deferred by the partnership under section
1045. See the Instructions for Schedule D for
more details. A partner (other than a
corporation) may be eligible to defer his or
her distributive share of this gain under
section 1045 if he or she purchases other
QSB stock during the 60-day period that
began on the date the QSB stock was sold
by the partnership. Additional limitations
apply at the partner level. Report on an
attached statement to Schedule K-1 for each
sale or exchange (a) the name of the
corporation that issued the QSB stock, (b)
the partner's share of the partnership's
adjusted basis and sales price of the QSB
stock, (c) the dates the QSB stock was
bought and sold, and (d) the partner's
distributive share of gain from the sale of the
QSB stock.
For more information, see Regulations
section 1.1045-1. Do not include these
amounts on line 11 of Schedule K.
Distribution of replacement QSB
stock to a partner that reduces the
interest of another partner in
replacement QSB stock. A partner must
recognize gain upon a distribution of
replacement QSB stock to another partner
that reduces the partner's share of the
replacement QSB stock held by a
partnership. The amount of gain that the
partner must recognize is based on the
amount of gain that the partner would
recognize upon a sale of the distributed
replacement QSB stock for its FMV on the
date of the distribution, not to exceed the
amount that the partner previously deferred
under section 1045 related to the distributed
replacement QSB stock. If the partnership
distributed a partner's share of replacement
QSB stock to another partner, the
partnership must give the partner whose
share of the replacement QSB stock is
reduced (a) the name of the corporation that
issued the replacement QSB stock, (b) the
date the replacement QSB stock was
distributed to another partner or partners,
and (c) the partner's share of the
partnership's adjusted basis and FMV of the
replacement QSB stock on such date.

DRAFT AS OF
November 24, 2021
Reserved for future use (code G).

Income under subpart F (other than inclusions under section 951A) (code H).
If the partnership is a domestic partnership
that does not rely on Proposed Regulations
section 1.958-1(d)(1) to treat it as not owning
stock of a foreign corporation within the
meaning of section 958(a) for purposes of
section 951, or is a foreign partnership, then
enter the subpart F income inclusions (other
than section 951A) of the domestic
partnership. Attach a statement to the
Schedule K-1 identifying the subpart F
inclusion attributable to the sale or exchange
by a CFC of stock in another foreign
corporation described in section 964(e)(4) or
attributable to hybrid dividends of tiered
corporations under section 245A(e)(2).
Other income (loss) (code I). Include any
other type of income, such as the following.
• The partner's distributive share of the
partnership's gain or loss attributable to the
sale or exchange of qualified preferred stock
of the Federal National Mortgage
Association (Fannie Mae) and the Federal
Home Loan Mortgage Corporation (Freddie
Mac). On an attached statement, show (a)
the gain or loss attributable to the sale or
exchange of the qualified preferred stock,
(b) the date the stock was acquired by the
partnership, and (c) the date the stock was
sold or exchanged by the partnership. See
Rev. Proc. 2008-64, 2008-47 I.R.B. 1195, for
more information.
• Recoveries of tax benefit items (section
111).
• Gambling gains and losses subject to the
limitations in section 165(d). Indicate on an
attached statement whether or not the
partnership is in the trade or business of
gambling.
• Disposition of an interest in oil, gas,
geothermal, or other mineral properties.
Report the following information on an
attached statement to Schedule K-1.
(a) Description of the property.
(b) The partner's share of the amount
realized on the sale, exchange, or
involuntary conversion of each property

Instructions for Form 1065 (2021)

-35-

Schedule K-1. Enter each partner's
distributive share of the other income
categories listed earlier in box 11 of
Schedule K-1. Enter the applicable code A,
B, C, D, E, F, H, or I (as shown earlier).
If you are reporting each partner's
distributive share of only one type of income
under code I, enter the code with an asterisk
(I*) and the dollar amount in the entry space
in box 11 and attach a statement that shows
“Box 11, Code I,” and the type of income. If
you are reporting multiple types of income

under code I, enter the code with an asterisk
(I*) and enter “STMT” in the entry space in
box 11 and attach a statement that shows
“Box 11, Code I,” and the dollar amount of
each type of income.
If the partnership has more than one trade
or business or rental activity (for codes B
through F, H, and I), identify on an attached
statement to Schedule K-1 the amount from
each separate activity. See Passive Activity
Reporting Requirements, earlier.

Line 13a. Contributions
Generally, no deduction is allowed for any
contribution of $250 or more unless the
partnership obtains a written
acknowledgment from the charitable
organization that shows the amount of cash
contributed, describes any property
contributed, and gives an estimate of the
value of any goods or services provided in
return for the contribution. The
acknowledgment must be obtained by the
due date (including extensions) of the
partnership return or, if earlier, the date the
partnership files its return. Do not attach the
acknowledgment to the partnership return,
but keep it with the partnership's records.
These rules apply in addition to the filing
requirements for Form 8283, Noncash
Charitable Contributions, described below.

federal, state, and local laws and
regulations. The amount of the charitable
contribution for donated food inventory is the
lesser of (a) the basis of the donated food
plus one-half of the appreciation (gain if the
donated food was sold at FMV on the date of
the gift), or (b) twice the amount of basis of
the donated food. A partnership that doesn't
account for inventories and isn't required to
capitalize indirect costs under section 263A
may elect to treat the basis of the donated
food as equal to 25% of the FMV of the food.
See section 170(e)(3)(C) for more details.
• The partner's distributive share of the net
income for the tax year from the
partnership's trades or businesses that made
the contribution of food inventory.

DRAFT AS OF
November 24, 2021
Deductions

Line 12. Section 179 Deduction

A partnership can elect to expense part or all
of the cost of certain property the partnership
purchased during the tax year for use in its
trade or business (including certain rental
activities, if the renting of the property is the
partnership’s trade or business). See Pub.
946 for a definition of what kind of property
qualifies for the section 179 expense
deduction and the Instructions for Form 4562
for limitations on the amount of the section
179 expense deduction.
Complete Part I of Form 4562 to figure
the partnership's section 179 expense
deduction. The partnership doesn't take the
deduction itself but instead passes it through
to the partners. Attach Form 4562 to Form
1065 and show the total section 179
expense deduction on Schedule K, line 12.

The partnership must reduce the basis of
the asset by the amount of the section 179
expense elected by the partnership, even if a
portion of that amount cannot be passed
through to its partners that year and must be
carried forward because of limitations at the
partnership level. Do not reduce the
partnership's basis in section 179 property to
reflect any portion of the section 179
expense that is allocable to a partner that is a
trust or estate.
Identify on an attached statement to
Schedules K and K-1 the cost of section 179
property placed in service during the year
that is a qualified enterprise zone property.
See the Instructions for Form 4562 for more
details.
See the instructions for line 20c of
Schedule K for sales or other dispositions of
property for which a section 179 deduction
has passed through to partners and for the
recapture rules if the business use of the
property dropped to 50% or less.
Schedule K-1. Report each partner's
distributive share of the section 179 expense
deduction in box 12 of Schedule K-1. If the
partnership has more than one trade or
business activity, identify on an attached
statement to Schedule K-1 the amount of
section 179 deduction from each separate
activity. See Passive Activity Reporting
Requirements, earlier.
Do not complete box 12 of Schedule K-1
for any partner that is an estate or trust;
estates and trusts aren't eligible for the
section 179 expense deduction.

Cash contributions of any amount must
be supported by a dated bank record or
receipt.

Enter charitable contributions made
during the tax year. Attach a statement to
Form 1065 that separately identifies the
partnership's contributions for each of the
following categories. See Limits on
Deductions in Pub. 526, Charitable
Contributions, for information on adjusted
gross income (AGI) limitations on deductions
for charitable contributions.
The codes needed for Schedule K-1
reporting are provided for each category.
Cash contributions (60%) (code A).
Enter cash contributions subject to the 60%
AGI limitation. Do not include in the amount
reported using code A the cash contributions
reported using code G.
Cash contributions (30%) (code B).
Enter cash contributions subject to the 30%
AGI limitation.
Noncash contributions (50%) (code C).
Enter noncash contributions subject to the
50% AGI limitation.
Qualified conservation contributions.
The AGI limit for qualified conservation
contributions under section 170(h) is 50%.
The carryover period is 15 years. See
section 170(b) and Notice 2007-50, 2007-25
I.R.B. 1430, for details. Report qualified
conservation contributions with a 50% AGI
limitation in box 13 of Schedule K-1, using
code C. Do not include in the amount
reported using code C the conservation
contributions of property used in agriculture
or livestock production reported on
Schedule K-1 using code G.
Charitable contributions of food
inventory. Attach a statement to
Schedule K-1 that shows the following.
• The partner's distributive share of the
amount of the charitable contributions made
under section 170(e)(3) for qualified
inventory that was donated to charitable
organizations for the care of the ill, needy,
and infants. The food must meet all the
quality and labeling standards imposed by
-36-

Do not include the amount of food
inventory contributions in the amount
CAUTION reported in box 13 using code C.
These contributions must be reported
separately on an attached statement
because partners must separately determine
the limitations on the deduction.

!

Noncash contributions (30%) (code D).
Enter noncash contributions subject to the
30% AGI limitation.
Capital gain property to a 50% limit organization (30%) (code E). Enter capital
gain property contributions subject to the
30% AGI limitation.
Capital gain property (20%) (code F).
Enter capital gain property contributions
subject to the 20% AGI limitation.
Contributions of property. See
Contributions of Property in Pub. 526, and
Pub. 561, Determining the Value of Donated
Property, for information on noncash
contributions and contributions of capital
gain property. If the deduction claimed for
noncash contributions exceeds $500,
complete Form 8283 and attach it to Form
1065.
If the partnership made a qualified
conservation contribution under section
170(h), also include the FMV of the
underlying property before and after the
donation, as well as the type of legal interest
contributed, and describe the conservation
purpose furthered by the donation. Give a
copy of this information to each partner.
Nondeductible contributions. Certain
contributions made to an organization
conducting lobbying activities are not
deductible. See section 170(f)(9) for more
details. Also, see Contributions You Cannot
Deduct in Pub. 526 for more examples of
nondeductible contributions.
Contributions (100%) (code G). Use
code G to report the contributions below and,
on an attached statement, provide the
following information.
Cash contributions for relief efforts in
certain disaster areas. Show each
partner's distributive share of qualified cash
contributions made for relief efforts in certain
disaster areas. Individuals can elect the
increased deduction for contributions made

Instructions for Form 1065 (2021)

before February 19, 2020. Corporations can
elect the increased deduction for
contributions made between January 1,
2020, and February 25, 2021. To qualify, the
contributions must meet the following
conditions.
• The contributions must be made in cash
to qualified charitable organizations (other
than certain private foundations described in
section 509(a)(3) or donor advised funds
described in section 4966(d)(2)) for certain
relief efforts.
• The partnership must obtain a
contemporaneous written acknowledgment
(within the meaning of section 170(f)(8)) from
the qualified charitable organization that the
contribution was used or is to be used for
relief efforts.

dividends, annuities, or royalties; and gains
from the disposition of property that
produces those types of income or is held for
investment.
Investment interest expense doesn't
include interest expense allocable to a
passive activity.

type of expenditure separately for each
property.
Schedule K-1. Report each partner's
distributive share of section 59(e)
expenditures in box 13 of Schedule K-1
using code J. Identify the following on an
attached statement: (a) the type of
expenditure, (b) the property for which the
expenditures are paid or incurred, and (c) for
oil and gas properties only, the month in
which intangible drilling costs and
development costs were paid or incurred. If
there is more than one type of expenditure or
the expenditures are for more than one
property, provide each partner's distributive
share of the amounts (and the months paid
or incurred for oil and gas properties) for
each type of expenditure separately for each
property.

DRAFT AS OF
November 24, 2021
Certain other cash contributions
made in 2020 or 2021. Individuals may
also elect to deduct certain cash
contributions in amounts up to 100% of AGI
for other cash contributions made in tax
years ending after 2019. See Pub. 526.

Qualified conservation contributions
of property used in agriculture or
livestock production. Enter qualified
conservation contributions of property used
in agriculture or livestock production. The
contribution must be subject to a restriction
that the property remain available for such
production. See section 170(b)(1)(E)(iv) for
details.
If the partnership is a qualified farmer or
rancher (as defined in section 170(b)(1)(E)
(v)), show each partner's distributive share of
qualified conservation contributions of
property used in agriculture or livestock
production. Partners will have to separately
determine whether they qualify for the 50%
or 100% AGI limitation for these
contributions. Do not include the amounts
reported on the attached statement using
code G in the amount reported on
Schedule K-1 for qualified conservation
contributions using code C.
Schedule K-1. Report each partner's
distributive share of charitable contributions
in box 13 of Schedule K-1 using codes A
through F for each of the contribution
categories shown above. For code G items,
report them by entering code G with an
asterisk (G*) and entering "STMT" in the
dollar amount entry space for box 13 and
attach a statement that shows "Box 13, Code
G" and the dollar amount of each type of
deduction. The partnership must attach a
copy of its Form 8283 to the Schedule K-1 of
each partner receiving a distributive share of
the contribution deduction shown in
Section A or Section B of its Form 8283.

Line 13b. Investment Interest
Expense
Include on this line the interest properly
allocable to debt on property held for
investment purposes. Property held for
investment includes property that produces
income (unless derived in the ordinary
course of a trade or business) from interest,

Instructions for Form 1065 (2021)

Investment income and investment
expenses other than interest are reported on
lines 20a and 20b, respectively. This
information is needed by partners to
determine the investment interest expense
limitation (see Form 4952 for details).

Schedule K-1. Report each partner's
distributive share of investment interest
expense in box 13 of Schedule K-1 using
code H.

Lines 13c(1) and 13c(2). Section
59(e)(2) Expenditures

Generally, section 59(e) allows each partner
to make an election to deduct their
distributive share of the partnership's
otherwise deductible qualified expenditures
ratably over 10 years (3 years for circulation
expenditures). The deduction is taken
beginning with the tax year in which the
expenditures were made (or for intangible
drilling and development costs, over the
60-month period beginning with the month in
which such costs were paid or incurred).
The term “qualified expenditures”
includes only the following types of
expenditures paid or incurred during the tax
year.
• Circulation expenditures.
• Research and experimental expenditures.
• Intangible drilling and development costs.
• Mining exploration and development
costs.
If a partner makes the election, these
items aren't treated as alternative minimum
tax (AMT) tax preference items. Because the
partners are generally allowed to make this
election, the partnership cannot deduct
these amounts or include them as AMT
items on Schedule K-1. Instead, the
partnership passes through the information
the partners need to figure their separate
deductions. On line 13c(1), enter the type of
expenditures claimed on line 13c(2). Enter
on line 13c(2) the qualified expenditures paid
or incurred during the tax year for which an
election under section 59(e) may apply.
Enter this amount for all partners whether or
not any partner makes an election under
section 59(e).
On an attached statement, identify the
property for which the expenditures were
paid or incurred. If the expenditures were for
intangible drilling costs or development costs
for oil and gas properties, identify the
month(s) in which the expenditures were
paid or incurred. If there is more than one
type of expenditure or more than one
property, provide the amounts (and the
months paid or incurred if required) for each
-37-

Line 13d. Other Deductions

Enter deductions not included on lines 12,
13a, 13b, 13c(2), and 21. On the line to the
left of the entry space for this line, identify the
type of deduction. If there is more than one
type of deduction, attach a statement to
Form 1065 that separately identifies the type
and amount of each deduction for the
following categories. The codes needed for
Schedule K-1 reporting are provided for each
category.
Deductions—royalty income (code I).
Enter deductions related to royalty income.
Schedule K-1. Report each partner’s
distributive share of deductions related to
royalty income.
Deductions—section 59(e)(2) expenditures (code J). Generally, section 59(e)
allows each partner to make an election to
deduct their distributive share of the
partnership's otherwise deductible qualified
expenditures ratably over 10 years (3 years
for circulation expenditures). The deduction
is taken beginning with the tax year in which
the expenditures were made (or for
intangible drilling and development costs,
over the 60-month period beginning with the
month in which such costs were paid or
incurred). The term "qualified expenditures"
includes only the following types of
expenditures paid or incurred during the tax
year.
• Circulation expenditures.
• Research and experimental expenditures.
• Intangible drilling and development costs.
• Mining exploration and development
costs.
If a partner makes the election, these
items aren't treated as AMT tax preference
items. Because the partners make this
election, the partnership can't deduct these
amounts or include them as AMT items on
Schedule K-1. Instead, the partnership
passes through the information the partners
need to figure their separate deductions. On
line 13c(1), enter the type of expenditures
claimed on line 13c(2). Enter on line 13c(2)
the qualified expenditures paid or incurred
during the tax year for which a partner may
make an election under section 59(e). Enter

this amount for all partners whether or not
any partner makes an election under section
59(e).
On an attached statement, identify the
property for which the expenditures were
paid or incurred. If the expenditures were for
intangible drilling or development costs for oil
and gas properties, identify the month(s) in
which the expenditures were paid or
incurred. If there is more than one type of
expenditure or more than one property,
provide the amounts (and the months paid or
incurred, if required) for each type of
expenditure separately for each property.

tax year for insurance that constitutes
medical care for the partner (including the
partner's spouse, dependents, and children
under age 27 who aren't dependents).
Educational assistance benefits (code
N). Enter amounts paid during the tax year
for educational assistance benefits paid to a
partner.

adjustments means the excess of all section
743(b) adjustments allocated to the partner
that decrease partner taxable income over all
section 743(b) adjustments that increase
partner taxable income. Attach a statement
on line 20, code U, showing each section
743(b) basis adjustment making up the total
and identify the assets to which it relates.
The partnership may group these 743(b)
basis adjustments by asset category or
description in cases where multiple assets
are affected. See the instructions for line 20,
Code U.

DRAFT AS OF
November 24, 2021
Schedule K-1. Report each partner's
distributive share of section 59(e)
expenditures in box 13 of Schedule K-1
using code J. Identify the following
information on an attached statement.
• The type of expenditure.
• The property for which the expenditures
are paid or incurred.
• For oil and gas properties only, the month
in which intangible drilling costs and
development costs were paid or incurred.
If there is more than one type of expenditure
or the expenditures are for more than one
property, provide each partner's distributive
share of the amounts (and the months paid
or incurred for oil and gas properties) for
each type of expenditure separately for each
property.

Excess business interest expense (code
K). If the partnership is required to file Form
8990, it may determine it has excess
business interest expense. If so, enter the
amount from Form 8990, Part II, line 32, for
excess business interest expense.
Schedule K-1. Provide the information
the partners need to figure excess business
interest expense. In box 13, report the
partner’s distributive share of excess
business expense. If the partnership reports
excess business interest expense, the
partner is required to file Form 8990. The
partner will enter the amount on Form 8990,
Schedule A, line 43(c). See the Instructions
for Form 8990 for additional information.
Deductions—portfolio income (other)
(code L). Enter any other deductions
related to portfolio income.
No deduction is allowed under section
212 for expenses allocable to a convention,
seminar, or similar meeting. Because these
expenses aren't deductible by partners, the
partnership doesn't report these expenses
on line 13d of Schedule K. The expenses are
nondeductible and are reported as such on
line 18c of Schedule K and in box 18 of
Schedule K-1 using code C.
Schedule K-1. In box 13, report the
partner's distributive share of deductions
related to portfolio income that are reported
on line 13d of Schedule K using code I (for
deductions related to royalty income) or L
(for other deductions related to portfolio
income).
Amounts paid for medical insurance
(code M). Enter amounts paid during the

Dependent care benefits (code O). Enter
amounts paid during the tax year for
dependent care benefits paid on behalf of
each partner.

Preproductive period expenses (code P).
If the partnership is required to use an
accrual method of accounting under section
447 or is prohibited from using the cash
method under 448(a)(3), it must capitalize
these expenses. If the partnership is
permitted to use the cash method, enter the
amount of preproductive period expenses
that qualify under section 263A(d). An
election not to capitalize these expenses
must be made at the partner level. See
Uniform Capitalization Rules in Pub. 225.
Reserved for future use (code Q).
Pensions and IRAs (code R). Enter the
payments for a partner to an IRA, qualified
plan, or SEP or SIMPLE IRA plan. If a
qualified plan is a defined benefit plan, a
partner's distributive share of payments is
determined in the same manner as his or her
distributive share of partnership taxable
income. For a defined benefit plan, attach to
the Schedule K-1 for each partner a
statement showing the amount of benefit
accrued for the tax year.
Reforestation expense deduction (code
S). The partnership can elect to deduct a
limited amount of its reforestation
expenditures paid or incurred during the tax
year. The amount the partnership can elect
to deduct is limited to $10,000 for each
qualified timber property. See section 194(c)
for a definition of reforestation expenditures
and qualified timber property. The
partnership must amortize over 84 months
any amount not deducted. See the
instructions for line 20, earlier. See Notice
2006-47, 2006-20 I.R.B. 892, for details on
making the election.
Schedule K-1. Enter the partner's
distributive share of the allowable
reforestation expenses in box 13 of
Schedule K-1 using code S and attach a
statement that provides a description of the
qualified timber property. If the partnership is
electing to deduct amounts from more than
one qualified timber property, provide a
description and the amount for each
property.
Codes T through U. These codes are
reserved for future use.
Section 743(b) negative income adjustments (code V). For partnerships other
than PTPs, report the partner’s share of net
negative income resulting from all section
743(b) adjustments. For purposes of code V,
net negative income from all section 743(b)
-38-

Other deductions (code W). Include any
other deductions, such as the following.
• Amounts paid by the partnership that
would be allowed as itemized deductions on
any of the partners' income tax returns if they
were paid directly by a partner for the same
purpose. These amounts include, but aren't
limited to, expenses under section 212 for
the production of income other than from the
partnership's trade or business. However, do
not enter expenses related to portfolio
income or investment interest expense
reported on line 13b of Schedule K on this
line.
• Any penalty on early withdrawal of
savings not reported on line 13b because the
partnership withdrew its time savings deposit
before its maturity.
• Soil and water conservation expenditures,
and endangered species recovery
expenditures (section 175).
• Expenditures paid or incurred for the
removal of architectural and transportation
barriers to the elderly and disabled that the
partnership has elected to treat as a current
expense. See section 190.
• Film, television, and theatrical production
expenses. The partnership can elect to
deduct certain costs of a qualified film,
television, or live theatrical production
commencing before January 1, 2026 (after
December 31, 2015, and before January 1,
2026, for a live theatrical production), limited
to $15 million of the aggregate production
cost of the production. There is a higher
dollar limitation for productions in certain
areas. Provide a description of the film,
television, or theatrical production on an
attached statement. If the partnership makes
the election for more than one film,
television, or theatrical production, attach a
statement to Schedule K-1 that shows each
partner's distributive share of the qualified
expenditures separately for each production.
The deduction is subject to recapture under
section 1245 if the election is voluntarily
revoked or the production fails to meet the
requirements for the deduction. See section
181 and the related regulations for details.
• Interest expense allocated to
debt-financed distributions. See Notice
89-35, 1989-1 C.B. 675, or Pub. 535 for
more information.
• Interest paid or accrued on debt properly
allocable to each general partner's share of a
working interest in any oil or gas property (if
the partner's liability isn't limited). General
partners that didn't materially participate in
the oil or gas activity treat this interest as

Instructions for Form 1065 (2021)

investment interest; for other general
partners, it is trade or business interest.
• Contributions to a capital construction
fund. See Pub. 595.
• Deductions—portfolio (formerly
deductible by individuals under section 67
subject to the 2% AGI floor). For partners
other than individuals, amounts that are
clearly and directly allocable to portfolio
income (other than investment interest
expense and section 212 expenses from a
REMIC) can be deducted on those partners’
income tax returns.

See the Instructions for Schedule SE
(Form 1040), Self-Employment Tax, for more
information.

individual partner's share in box 14 of
Schedule K-1 using code C.

Limited partners. Generally, a limited
partner's share of partnership income (loss)
isn't included in net earnings (loss) from
self-employment. Limited partners treat as
self-employment earnings only guaranteed
payments for services they actually rendered
to, or on behalf of, the partnership to the
extent that those payments are payment for
those services.
However, whether a partner (including a
member of an LLC treated as a partnership
for federal income tax purposes) qualifies as
a limited partner for purposes of
self-employment tax depends upon whether
the partner meets the definition of a limited
partner under section 1402(a)(13); whether a
partner is a limited partner under state
limited partnership law is not determinative.
Relevant to this determination is whether the
partner merely invested in the partnership
and is not actively participating in the
partnership's business operations; a partner
who is performing services for a partnership
in their capacity as a partner and that is,
based on the facts and circumstances,
acting in the manner of a self-employed
person is not a limited partner for
self-employment tax purposes. See
Renkemeyer, Campbell & Weaver, LLP v.
Commissioner, 136 T.C. 137, 150 (2011).

Worksheet Instructions
Line 1b. Include on line 1b any part of the
net income (loss) from rental real estate
activities from Schedule K, line 2, that is
from:
1. Rentals of real estate held for sale to
customers in the course of a trade or
business as a real estate dealer, or
2. Rentals for which services were
rendered to the occupants (other than
services usually or customarily rendered for
the rental of space for occupancy only). The
supplying of maid service is such a service,
but the furnishing of heat and light; the
cleaning of public entrances, exits,
stairways, and lobbies; and trash collection,
etc., aren't considered services rendered to
the occupants.

DRAFT AS OF
November 24, 2021
Schedule K-1. Enter each partner's
distributive share of the deduction categories
listed earlier in box 13 of Schedule K-1 or
provide the information required on an
attached statement for the deduction. Enter
the applicable code I, K, L, M, N, O, P, R, S,
V, or W (as shown earlier).
If you are reporting only one type of
deduction under code W, enter code W with
an asterisk (W*) and the dollar amount in the
entry space in box 13 and attach a statement
that shows the box number, code, and type
of deduction. If you are reporting multiple
types of deductions under code W, enter the
code with an asterisk (W*), enter “STMT” in
the dollar amount entry space in box 13, and
attach a statement that shows the box
number, code, and dollar amount of each
type of deduction.
If the partnership has more than one trade
or business activity, identify on an attached
statement to Schedule K-1 the amount for
each separate activity. See Passive Activity
Reporting Requirements, earlier.

Reserved for future use (code X).

Self-Employment
If the partnership is an options dealer
TIP or a commodities dealer, see section
1402(i) before completing lines 14a,
14b, and 14c, to determine the amount of
any adjustment that may have to be made to
the amounts shown on the Worksheet for
Figuring Net Earnings (Loss) From
Self-Employment. If the partnership is
engaged solely in the operation of a group
investment program, earnings from the
operation generally aren't self-employment
earnings for either general or limited
partners.
General partners. General partners' net
earnings (loss) from self-employment do not
include the following.
• Dividends on any shares of stock and
interest on any bonds, debentures, notes,
etc., unless the dividends or interest are
received in the course of a trade or business,
such as a dealer in stocks or securities or
interest on notes or accounts receivable.
• Rentals from real estate, except rentals of
real estate held for sale to customers in the
course of a trade or business as a real estate
dealer or payments for rooms or space when
significant services are provided.
• Royalty income, except royalty income
received in the course of a trade or business.

Instructions for Form 1065 (2021)

Line 14a. Net Earnings (Loss)
From Self-Employment
Use the Worksheet for Figuring Net Earnings
(Loss) From Self-Employment in these
instructions.
Schedule K. Enter on line 14a the amount
from line 5 of the worksheet.
Schedule K-1. Do not complete this line for
any partner that is an estate, trust,
corporation, exempt organization, or IRA.
Enter in box 14 of Schedule K-1 each
partner's share of the amount shown on
line 5 of the worksheet, using code A.

Line 14b. Gross Farming or
Fishing Income
Enter on line 14b the partnership's gross
farming or fishing income from
self-employment. Individual partners need
this amount to figure net earnings from
self-employment under the farm optional
method in Part II, of Schedule SE (Form
1040). Enter each individual partner's
distributive share in box 14 of Schedule K-1
using code B.

Line 14c. Gross Nonfarm Income
Enter on line 14c the partnership's gross
nonfarm income from self-employment.
Individual partners need this amount to figure
net earnings from self-employment under the
nonfarm optional method in Part II, of
Schedule SE (Form 1040). Enter each
-39-

Lines 3b and 4b. Allocate the amounts on
these lines in the same way Form 1065,
page 1, line 22, is allocated to these
particular partners.
Line 4a. Include in the amount on line 4a
any guaranteed payments to partners
reported on Schedule K, line 4c, and in
box 4c of Schedule K-1, and derived from a
trade or business as defined in section
1402(c). Also include other ordinary
business income and expense items (other
than expense items subject to separate
limitations at the partner level, such as the
section 179 expense deduction) reported on
Schedules K and K-1 that are used to figure
self-employment earnings under section
1402.

Credits
Do not attach Form 3800, General

TIP Business Credit, to Form 1065.

Low-Income Housing Credit
Section 42 provides a credit that can be
claimed by owners of low-income residential
rental buildings. To qualify for this credit, the
partnership must file Form 8609,
Low-Income Housing Credit Allocation and
Certification, separately with the IRS. Do not
attach Form 8609 to Form 1065. Complete
and attach Form 8609-A, Annual Statement
for Low-Income Housing Credit, and Form
8586, Low-Income Housing Credit, to Form
1065.

Line 15a. Low-Income Housing
Credit (Section 42(j)(5))
Enter on line 15a the total low-income
housing credit for property which a
partnership is to be treated under section
42(j)(5) as the taxpayer to which the
low-income housing credit was allowed.
If the partnership invested in another
partnership to which the provisions of section
42(j)(5) apply, report on line 15a the credit

Worksheet for Figuring Net Earnings (Loss) From Self-Employment
1a Ordinary business income (loss) (Schedule K, line 1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

b Net income (loss) from certain rental real estate activities (see instructions)
c Other net rental income (loss) (Schedule K, line 3c)

1a

. . . . . . . . . . . . . . . . .

1b

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1c

d Net loss from Form 4797, Part II, line 17, included on line 1a, above. Enter as a positive amount

. . . . . .

1d

DRAFT AS OF
November 24, 2021
e Combine lines 1a through 1d

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net gain from Form 4797, Part II, line 17, included on line 1a, above

. . . . . . . . . . . . . . . . . . . . .

3a Subtract line 2 from line 1e. If line 1e is a loss, increase the loss on line 1e by the amount on line 2

1e
2

. . . . .

3a

b Part of line 3a allocated to Limited partners, estates, trusts, corporations, exempt organizations,
and IRAs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3b

c Subtract line 3b from line 3a. If line 3a is a loss, reduce the loss on line 3a by the amount on line 3b. Include each general partner's share
in box 14 of Schedule K-1, using code A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4a Guaranteed payments to partners (Schedule K, line 4c) derived from a trade or business as defined in section
1402(c) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4a

b Part of line 4a allocated to limited partners for other than services and to estates, trusts, corporations, exempt
organizations, and IRAs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4b

c Subtract line 4b from line 4a. Include each general partner's share and each limited partner's share in box 14 of Schedule K-1, using
code A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Net earnings (loss) from self-employment. Combine lines 3c and 4c. Enter here and on Schedule K, line 14a

reported to the partnership in box 15 of
Schedule K-1 (Form 1065), code C.
Schedule K-1. Report in box 15 of
Schedule K-1 each partner's distributive
share of the low-income housing credit
reported on line 15a of Schedule K. Use
code C to report credits attributable to
buildings placed in service after 2007. If the
partnership has credits from more than one
rental activity, identify on an attached
statement to Schedule K-1 the amount for
each separate activity. See Passive Activity
Reporting Requirements, earlier.

Line 15b. Low-Income Housing
Credit (Other)
Enter on line 15b any low-income housing
credit not reported on line 15a. This includes
any credit reported to the partnership in
box 15 of Schedule K-1 (Form 1065), using
code D.
Schedule K-1. Report in box 15 of
Schedule K-1 each partner's distributive
share of the low-income housing credit
reported on line 15b of Schedule K. Use
code D to report credits attributable to
buildings placed in service after 2007. If the
partnership has credits from more than one
rental activity, identify on an attached
statement to Schedule K-1 the amount for
each separate activity. See Passive Activity
Reporting Requirements, earlier.

Line 15c. Qualified Rehabilitation
Expenditures (Rental Real Estate)
Enter on line 15c the total qualified
rehabilitation expenditures related to rental
real estate activities of the partnership. See
the Instructions for Form 3468 for details on
qualified rehabilitation expenditures.
Schedule K-1. Report each partner's
distributive share of qualified rehabilitation

expenditures related to rental real estate
activities in box 15 of Schedule K-1 using
code E. Attach a statement to Schedule K-1
that provides the information and the
partner's distributive share of the amounts
the partner will need to complete lines 11b
through 11g of Form 3468. See the
Instructions for Form 3468 for details. If the
partnership has expenditures from more than
one rental real estate activity, identify on an
attached statement to Schedule K-1 the
amount for each separate activity. See
Passive Activity Reporting Requirements,
earlier.
Qualified rehabilitation expenditures
for property not related to rental real
CAUTION estate activities must be reported in
box 20, using code D.

!

Line 15d. Other Rental Real Estate
Credits
Enter on line 15d any other credit (other than
credits reported on lines 15a through 15c)
related to rental real estate activities. On the
dotted line to the left of the entry space for
line 15d, identify the type of credit. If there is
more than one type of credit, attach a
statement to Form 1065 that identifies the
type and amount for each credit. These
credits may include any type of credit listed
in the instructions for line 15f.
Schedule K-1. Report in box 15 of
Schedule K-1 each partner's distributive
share of other rental real estate credits using
code F. If you are reporting each partner's
distributive share of only one type of rental
real estate credit under code F, enter the
code with an asterisk (F*) and the dollar
amount in the entry space in box 15 and
attach a statement that shows “Box 15, Code
F” and type of credit. If you are reporting
multiple types of rental real estate credit
under code F, enter the code with an asterisk
-40-

. . . . . . . . . . . . . .

3c

4c
5

(F*) and enter “STMT” in the entry space in
box 15 and attach a statement that shows
“Box 15, Code F” and the type and dollar
amount of the credits. If the partnership has
credits from more than one rental real estate
activity, identify on the attached statement
the amount of each type of credit for each
separate activity. See Passive Activity
Reporting Requirements, earlier.

Line 15e. Other Rental Credits
Enter on line 15e any other credit (other than
credits reported on lines 15a through 15d)
related to rental activities. On the dotted line
to the left of the entry space for line 15e,
identify the type of credit. If there is more
than one type of credit, attach a statement to
Form 1065 that identifies the type and
amount for each credit. These credits may
include any type of credit listed in the
instructions for line 15f.
Schedule K-1. Report in box 15 of
Schedule K-1 each partner's distributive
share of other rental credits using code G. If
you are reporting each partner's distributive
share of only one type of rental credit under
code G, enter the code with an asterisk (G*)
and the dollar amount in the entry space in
box 15 and attach a statement that shows
“Box 15, Code G” and type of credit. If you
are reporting multiple types of rental credit
under code G, enter the code with an
asterisk (G*) and enter “STMT” in the entry
space in box 15 and attach a statement that
shows “Box 15, Code G” and the type and
dollar amount of the credits. If the
partnership has credits from more than one
rental activity, identify on the attached
statement the amount of each type of credit
for each separate activity. See Passive
Activity Reporting Requirements, earlier.

Instructions for Form 1065 (2021)

Line 15f. Other Credits
Enter on line 15f any other credit, except
credits or expenditures shown or listed for
lines 15a through 15e. If any of these credits
are attributable to rental activities, enter the
amount on line 15d or 15e. On the dotted line
to the left of the entry space for line 15f,
identify the type of credit. If there is more
than one type of credit or if there are any
credits subject to recapture, attach a
statement to Form 1065 that separately
identifies each type and amount of credit and
credit recapture information for the following
categories. The codes needed for box 15 of
Schedule K-1 are provided in the headings
of the following categories.

• Qualified railroad track maintenance
credit. Complete Form 8900 to figure the
credit, and attach it to Form 1065.
• Unused investment credit from the
qualifying advanced coal project credit,
qualifying gasification project credit, or
qualifying advanced energy project credit
allocated from cooperatives.
• Unused investment credit from the
rehabilitation credit or energy credit allocated
from cooperatives.
• Renewable electricity, refined coal, and
Indian coal production credit. See Rev. Proc.
2007-65, as modified by Announcement
2009-69 and Announcement 2007-112, for a
safe harbor method for allocating the credit
for wind energy production. Complete Form
8835 to figure the credit. Attach a statement
to Form 1065 and Schedule K-1 showing the
allocation of the credit for production during
the 4-year period beginning on the date the
facility was placed in service and for
production after that period. Attach Form
8835 to Form 1065.
• Indian employment credit. Complete Form
8845 to figure the credit, and attach it to
Form 1065.
• Orphan drug credit. Complete Form 8820
to figure the credit, and attach it to Form
1065.
• Credit for small employer pension plan
startup costs and auto-enrollment. Complete
Form 8881 to figure the credit, and attach it
to Form 1065.
• Credit for employer-provided childcare
facilities and services. Complete Form 8882
to figure the credit, and attach it to Form
1065.
• Biodiesel and renewable diesel fuels
credit. Complete Form 8864, if applicable, to
figure the credit, and attach it to Form 1065.
If this credit includes the small agri-biodiesel
producer credit, identify on a statement
attached to Schedule K-1 (a) each partner's
distributive share of the small agri-biodiesel
producer credit included in the total credit
allocated to the partner, (b) the number of
gallons for which the partnership claimed the
small agri-biodiesel producer credit, and (c)
the partnership's productive capacity for
agri-biodiesel.
• Low sulfur diesel fuel production credit.
Complete Form 8896 to figure the credit, and
attach it to Form 1065.
• Credit for oil and gas production from
marginal wells (Form 8904).
• Distilled spirits credit (Form 8906).
• Energy efficient home credit (Form 8908).
• Alternative motor vehicle credit (Form
8910).
• Alternative fuel vehicle refueling property
credit (Form 8911).
• Clean renewable energy bond credit
(Form 8912). The amount of this credit
(excluding any credits from other
partnerships, estates, and trusts) must also
be reported as interest income on line 5 of
Schedule K.
• New Clean renewable energy bond credit
(Form 8912). The amount of this credit
(excluding any credits from other
partnerships, estates, and trusts) must also
be reported as interest income on line 5 of

Schedule K. In addition, the amount of this
credit must also be reported as a cash
distribution on line 19a of Schedule K.
• Qualified energy conservation bond credit
(Form 8912). The amount of this credit
(excluding any credits from other
partnerships, estates, and trusts) must also
be reported as interest income on line 5 of
Schedule K. In addition, the amount of this
credit must also be reported as a cash
distribution on line 19a of Schedule K.
• Qualified zone academy bond credit
(Form 8912). The amount of this credit
(excluding any credits from other
partnerships, estates, and trusts) must also
be reported as interest income on line 5 of
Schedule K. In addition, the amount of this
credit must also be reported as a cash
distribution on line 19a of Schedule K.
• Qualified school construction bond credit
(Form 8912). The amount of this credit
(excluding any credits from other
partnerships, estates, and trusts) must also
be reported as interest income on line 5 of
Schedule K. In addition, the amount of this
credit must also be reported as a cash
distribution on line 19a of Schedule K.
• Build America bond credit (Form 8912).
The amount of this credit (excluding any
credits from other partnerships, estates, and
trusts) must also be reported as interest
income on line 5 of Schedule K. In addition,
the amount of this credit must also be
reported as a cash distribution on line 19a of
Schedule K.
• Mine rescue team training credit (Form
8923).
• Credit for employer differential wage
payments (Form 8932).
• Carbon oxide sequestration credit (Form
8933).
• Qualified two-wheeled plug-in electric
drive motor vehicle credit (Form 8936).
• Credit for small employer health insurance
premiums (Form 8941).
• Employee retention credit for employers
affected by qualified disasters (Form
5884-A).
• Employer credit for paid family and
medical leave (Form 8994).

DRAFT AS OF
November 24, 2021
Undistributed capital gains credit (code
H). This credit represents taxes paid on
undistributed capital gains by a RIC or a
REIT. As a shareholder of a RIC or a REIT,
the partnership will receive notice of the
amount of tax paid on undistributed capital
gains on Form 2439, Notice to Shareholder
of Undistributed Long-Term Capital Gains.

Biofuel producer credit (code I).
Complete Form 6478, if applicable, to figure
the credit. Attach it to Form 1065. Include
any amount shown on line 2 of Form 6478 in
the partnership's income on line 7. See
section 40(f) for an election the partnership
can make to not have the credit apply.
Work opportunity credit (code J).
Complete Form 5884 to figure the credit.
Attach it to Form 1065.
Disabled access credit (code K).
Complete Form 8826 to figure the credit.
Attach it to Form 1065.
Empowerment zone employment credit
(code L). Complete Form 8844 to figure
the credit. Attach it to Form 1065.
Credit for increasing research activities
(code M). Complete Form 6765 to figure
the credit. Attach it to Form 1065.
Note. The partnership should provide the
information necessary for the partner to
determine whether the partnership is an
eligible small business under section 38(c)
(5)(A). If the partner and the partnership
meet the requirements of section 38(c)(5)(A),
the research credit may be treated as a
specified credit.
Credit for employer social security and
Medicare taxes paid on certain employee
tips (code N). Complete Form 8846 to
figure the credit. Attach it to Form 1065.
Backup withholding (code O). This credit
is for backup withholding on dividends,
interest, and other types of income of the
partnership.
Other credits (code P). Attach a
statement to Form 1065 that identifies the
type and amount of any other credits not
reported elsewhere, such as the following.
• New markets credit. Complete Form 8874
to figure the credit. Attach it to Form 1065.

Instructions for Form 1065 (2021)

-41-

Schedule K-1. Enter in box 15 of
Schedule K-1 each partner's distributive
share of the credits listed above. See
additional Schedule K-1 reporting
information provided in the instructions
above. Enter the applicable code, H through
P, in the column to the left of the dollar
amount entry space.
If you are reporting each partner's
distributive share of only one type of credit
under code P, enter the code with an asterisk
(P*) and the dollar amount in the entry space
in box 15 and attach a statement that shows
“Box 15, Code P” and type of credit. If you
are reporting multiple types of credit under
code P, enter the code with an asterisk (P*)
and enter “STMT” in the entry space in
box 15 and attach a statement that shows
“Box 15, Code P” and the type and dollar
amount of the credits. If the partnership has
credits from more than one activity, identify
on an attached statement to Schedule K-1

the amount of each type of credit for each
separate activity. See Passive Activity
Reporting Requirements, earlier.

International Transactions

If the partnership had items of international
tax relevance, see the instructions for
Schedule K-2 (Form 1065) to determine if
you need to attach Schedule K-2.

follows (using the same convention used for
the regular tax).
• For section 1250 property (generally,
residential rental and nonresidential real
property), use the straight line method over
40 years.
• For tangible property (other than section
1250 property) depreciated using the straight
line method for the regular tax, use the
straight line method over the property's class
life. Use 12 years if the property has no class
life.
• For any other tangible property, use the
150% declining balance method, switching
to the straight line method the first tax year it
gives a larger deduction, over the property's
AMT class life. Use 12 years if the property
has no class life.

For a net long-term capital gain (loss),
also identify the amount of the adjustment
that is collectibles (28%) gain (loss).
For a net section 1231 gain (loss), also
identify the amount of adjustment that is
unrecaptured section 1250 gain.

Line 17c. Depletion (Other Than Oil
and Gas)

DRAFT AS OF
November 24, 2021
Alternative Minimum Tax (AMT)
Items

Lines 17a through 17f must be completed for
all partners.
Enter items of income and deductions
that are adjustments or tax preference items
for the AMT. See Form 6251, Alternative
Minimum Tax—Individuals; or Schedule I
(Form 1041), Alternative Minimum
Tax—Estates and Trusts, to determine the
amounts to enter and for other information.

Do not include as a tax preference item
any qualified expenditures to which an
election under section 59(e) may apply.
Instead, report these expenditures on
line 13c(2). Because these expenditures are
subject to an election by each partner, the
partnership cannot figure the amount of any
tax preference related to them. Instead, the
partnership must pass through to each
partner in box 13, code J, of Schedule K-1
the information needed to figure the
deduction.
Schedule K-1. Report each partner's
distributive share of amounts reported on
lines 17a through 17f (concerning AMT) in
box 17 of Schedule K-1 using codes A
through F, respectively. If the partnership is
reporting items of income or deduction for
oil, gas, and geothermal properties, you may
be required to identify these items on a
statement attached to Schedule K-1 (see the
instructions for Oil, Gas, and Geothermal
Properties Gross Income and Deductions,
later, for details). Also see the requirement
for an attached statement in the instructions
for line 17f.

Line 17a. Post-1986 Depreciation
Adjustment
Figure the adjustment for line 17a based only
on tangible property placed in service after
1986 (and tangible property placed in service
after July 31, 1986, and before 1987 for
which the partnership elected to use the
General Depreciation System). Do not make
an adjustment for motion picture films,
videotapes, sound recordings, certain public
utility property (as defined in section 168(f)
(2)), property depreciated under the
unit-of-production method (or any other
method not expressed in a term of years),
qualified Indian reservation property,
property eligible for a special depreciation
allowance, qualified revitalization
expenditures, or the section 179 expense
deduction.
For property placed in service before
1999, refigure depreciation for the AMT as

See Pub. 946 for a table of class

TIP lives.

For property placed in service after 1998,
refigure depreciation for the AMT only for
property depreciated for the regular tax using
the 200% declining balance method. For the
AMT, use the 150% declining balance
method, switching to the straight line method
the first tax year it gives a larger deduction,
and the same convention and recovery
period used for the regular tax.
Figure the adjustment by subtracting the
AMT deduction for depreciation from the
regular tax deduction and enter the result on
line 17a. If the AMT deduction is more than
the regular tax deduction, enter the
difference as a negative amount.
Depreciation capitalized to inventory must
also be refigured using the AMT rules.
Include on this line the current year
adjustment to income, if any, resulting from
the difference.

Line 17b. Adjusted Gain or Loss
If the partnership disposed of any tangible
property placed in service after 1986 (or after
July 31, 1986, if an election was made to use
the General Depreciation System), or if it
disposed of a certified pollution control
facility placed in service after 1986, refigure
the gain or loss from the disposition using the
adjusted basis for the AMT. The property's
adjusted basis for the AMT is its cost or other
basis minus all depreciation or amortization
deductions allowed or allowable for the AMT
during the current tax year and previous tax
years. Enter on this line the difference
between the regular tax gain (loss) and the
AMT gain (loss). If the AMT gain is less than
the regular tax gain, or the AMT loss is more
than the regular tax loss, or there is an AMT
loss and a regular tax gain, enter the
difference as a negative amount.
If any part of the adjustment is allocable
to net short-term capital gain (loss), net
long-term capital gain (loss), or net section
1231 gain (loss), attach a statement that
identifies the amount of the adjustment
allocable to each type of gain or loss.
-42-

Do not include any depletion on oil and gas
wells. The partners must figure their oil and
gas depletion deductions and preference
items separately under section 613A.

Refigure the depletion deduction under
section 611 for mines, wells (other than oil
and gas wells), and other natural deposits for
the AMT. Percentage depletion is limited to
50% of the taxable income from the property
as figured under section 613(a), using only
income and deductions for the AMT. Also,
the deduction is limited to the property's
adjusted basis at the end of the year as
figured for the AMT. Figure this limit
separately for each property. When
refiguring the property's adjusted basis, take
into account any AMT adjustments made this
year or in previous years that affect basis
(other than the current year's depletion).
Enter the difference between the regular
tax and AMT deduction. If the AMT
deduction is greater, enter the difference as
a negative amount.

Oil, Gas, and Geothermal
Properties—Gross Income and
Deductions
Generally, the amounts to be entered on
lines 17d and 17e are only the income and
deductions for oil, gas, and geothermal
properties that are used to figure the
partnership's ordinary income (loss) (line 22
of Form 1065).
If there are any items of income or
deductions for oil, gas, and geothermal
properties included in the amounts that are
required to be passed through separately to
the partners on Schedule K-1 (items not
reported in box 1 of Schedule K-1), give
each partner a statement that shows, for the
box in which the income or deduction is
included, the amount of income or
deductions included in the total amount for
that box. Do not include any of these direct
pass-through amounts on line 17d or 17e.
Figure the amounts for lines 17d and 17e
separately for oil and gas properties that
aren't geothermal deposits and for all
properties that are geothermal deposits.
Give each partner a statement that shows
the separate amounts included in the
computation of the amounts on lines 17d and
17e of Schedule K.

Instructions for Form 1065 (2021)

Line 17d. Oil, Gas, and Geothermal
Properties—Gross Income
Enter the total amount of gross income
(within the meaning of section 613(a)) from
all oil, gas, and geothermal properties
received or accrued during the tax year and
included on page 1 of Form 1065.

K and K-1, capital expenditures, or items the
deduction for which is deferred to a later tax
year.
Schedule K-1. Report in box 18 of
Schedule K-1 each partner's distributive
share of amounts reported on lines 18a, 18b,
and 18c of Schedule K (concerning items
affecting partners' basis) using codes A
through C, respectively. Attach a statement
to Schedule K-1 for the amounts included on
line 18b that are exempt by reason of section
892, and describe the nature of the income.

would have been recognized by the
distributee partner under section 704(c)(1)
(B) if all the following property had been
distributed by the partnership to another
partner. This property includes all property
contributed by the distributee partner during
the 7 years prior to the distribution and that is
still held by the partnership at the time of the
distribution (see section 737).
For more information, see Recognition of
Precontribution Gain on Certain Partnership
Distributions, earlier.

DRAFT AS OF
November 24, 2021
Line 17e. Oil, Gas, and Geothermal
Properties—Deductions

Enter any deductions allowed for the AMT
that are allocable to oil, gas, and geothermal
properties.

Line 17f. Other AMT Items

Attach a statement to Form 1065 and
Schedule K-1 that shows other items not
shown on lines 17a through 17e that are
adjustments or tax preference items or that
the partner needs to complete Form 6251,
Form 4626, or Schedule I (Form 1041). See
these forms and their instructions to
determine the amount to enter.
Other AMT items include the following.

• Accelerated depreciation of real property

under pre-1987 rules.
• Accelerated depreciation of leased
personal property under pre-1987 rules.
• Long-term contracts entered into after
February 28, 1986. Except for certain home
construction contracts, the taxable income
from these contracts must be figured using
the percentage of completion method of
accounting for the AMT.
• Losses from tax shelter farm activities. No
loss from any tax shelter farm activity is
allowed for the AMT.
Schedule K-1. If you are reporting each
partner's distributive share of only one type
of AMT item under code F, enter the code
with an asterisk (F*) and the dollar amount in
the entry space in box 17 and attach a
statement that shows the type of AMT item. If
you are reporting multiple types of AMT
items under code F, enter the code with an
asterisk (F*) and enter “STMT” in the entry
space in box 17 and attach a statement that
shows the dollar amount of each type of
AMT item.

Tax-Exempt Income and
Nondeductible Expenses
Line 18a. Tax-exempt interest income.
Enter on line 18a tax-exempt interest
income, including any exempt-interest
dividends received from a mutual fund or
other RIC.
Line 18b. Other tax-exempt income.
Enter on line 18b all income of the
partnership exempt from tax other than
tax-exempt interest.
Line 18c. Nondeductible expenses.
Enter on line 18c nondeductible expenses
paid or incurred by the partnership.
Do not include separately stated
deductions shown elsewhere on Schedules

Instructions for Form 1065 (2021)

Distributions

Line 19a. Distributions of cash and marketable securities. Enter on line 19a the
total distributions to each partner of cash and
marketable securities that are treated as
money under section 731(c)(1). Also include
the amount of the credits to holders of tax
credit bonds that are treated as cash
distributions under sections 54A(g) and
54AA(f)(2). The instructions for the separate
credits (see Other credits (code P) under
Line 15f. Other Credits, earlier) state when
the amount of the credit must be reported as
a cash distribution. Do not include
distributions of section 737 property (see
Distributions subject to section 737 (code B),
later). Generally, marketable securities are
valued at FMV on the date of distribution.
However, the value of marketable securities
doesn't include the distributee partner's
share of the gain on the securities distributed
to that partner. See section 731(c)(3)(B) for
details.
If the amount on line 19a includes
marketable securities treated as money,
state separately on an attached statement to
Schedules K and K-1 (a) the partnership's
adjusted basis of those securities
immediately before the distribution, and (b)
the FMV of those securities on the date of
distribution (excluding the distributee
partner's share of the gain on the securities
distributed to that partner).
Line 19b. Distributions of other property.
Enter on line 19b the total distributions to
each partner of property not included on
line 19a. In box 19 of Schedule K-1,
distributions of section 737 property will be
reported separately from other property. The
codes used when reporting amounts from
line 19b in box 19 of Schedule K-1 appear in
the headings for the categories.

Distributions subject to section 737
(code B). If a partner contributed section
704(c) built-in gain property within the last 7
years and the partnership made a
distribution of property to that partner other
than the previously contributed built-in gain
property, attach a statement to the
distributee partner's Schedule K-1 that
provides the following information.
• The FMV of the distributed property (other
than money).
• The amount of money received in the
distribution.
• The net precontribution gain of the
partner. This is the net gain (if any) that
-43-

Other property (code C). Include all
distributions of property not included on
line 19a that aren't section 737 property. In
figuring the amount of the distribution, use
the adjusted basis of the property to the
partnership immediately before the
distribution. In addition, attach a statement
showing the adjusted basis and FMV of each
property distributed.

Schedule K-1. Report in box 19 each
partner's distributive share of the amount on
line 19a using code A. If a statement is
attached, enter an asterisk after the code
(A*) and “STMT” in the entry space, and
attach the required statement. For line 19b,
report distributions subject to section 737 in
box 19 using code B with an asterisk (B*)
and “STMT” in the entry space, and attach
the required statement. For distributions of
other property, report each partner's
distributive share of the amount in box 19
using code C with an asterisk (C*) and
“STMT” in the entry space, and attach the
required statement.

Other Information
Lines 20a and 20b. Investment
Income and Expenses
Enter on line 20a the investment income
included on lines 5, 6a, 7, and 11 of
Schedule K. Do not include other portfolio
gains or losses on this line.
Investment income includes gross
income from property held for investment,
the excess of net gain attributable to the
disposition of property held for investment
over net capital gain from the disposition of
property held for investment, any net capital
gain from the disposition of property held for
investment that each partner elects to
include in investment income under section
163(d)(4)(B)(iii), and any qualified dividend
income that the partner elects to include in
investment income. Generally, investment
income and investment expenses don't
include any income or expenses from a
passive activity. See Regulations section
1.469-2(f)(10) for exceptions.
Property subject to a net lease isn't
treated as investment property because it is
subject to the passive loss rules. Do not
reduce investment income by losses from
passive activities.
Enter investment expenses on line 20b.
Investment expenses are deductible
expenses (other than interest) directly

connected with the production of investment
income. See the Instructions for Form 4952
for more information.
Schedule K-1. Report each partner's
distributive share of amounts reported on
lines 20a and 20b (investment income and
expenses) in box 20 of Schedule K-1 using
codes A and B, respectively.
If there are other items of investment
income or expense included in the amounts
that are required to be passed through
separately to the partners on Schedule K-1,
such as net short-term capital gain or loss,
net long-term capital gain or loss, and other
portfolio gains or losses, give each partner a
statement identifying these amounts.

statement to Schedule K-1 that provides the
information and the partner's distributive
share of the amounts the partner will need to
figure the amounts to report on lines 12a–
12f, 12h, 12i, 12k, 12l, 12n, 12o, 12q, 12r,
12t, 12u, 12w, and 12y–12gg of Form 3468.
See the Instructions for Form 3468 for
details.
Recapture of low-income housing credit
(codes F and G). If recapture of part or all
of the low-income housing credit is required
because (a) the prior year qualified basis of
a building decreased, or (b) the partnership
disposed of a building or part of its interest in
a building, see Form 8611, Recapture of
Low-Income Housing Credit. Complete lines
1 through 7 of Form 8611 to determine the
amount of credit to recapture. Use code F on
Schedule K-1 to report recapture of the
low-income housing credit from a section
42(j)(5) partnership. Use code G to report
recapture of any other low-income housing
credit. See the instructions for lines 15a and
15b, earlier, for more information.

• The Indian employment credit. See
section 45A(d) for details.
• The credit for employer-provided
childcare facilities and services. See section
45F(d).
• The alternative motor vehicle credit. See
section 30B(h)(8).
• The alternative fuel vehicle refueling
property credit. See section 30C(e)(5).
• The qualified plug-in electric drive motor
vehicle credit. See section 30D(f)(5).

DRAFT AS OF
November 24, 2021
Line 20c. Other Items and
Amounts

Report the following information on a
statement attached to Form 1065. On
Schedule K-1, enter the appropriate code in
box 20 for each information item followed by
an asterisk in the left-hand column of the
entry space (for example, “C*”). In the
right-hand column, enter “STMT.” The codes
are provided in the headings of the following
information categories.

Fuel tax credit information (code C).
Report the number of gallons of each fuel
sold or used during the tax year for a
nontaxable use qualifying for the credit for
taxes paid on fuel, type of use, and the
applicable credit per gallon. See Form 4136,
Credit for Federal Tax Paid on Fuels, for
details.
Qualified rehabilitation expenditures
(other than rental real estate) (code D).
Enter total qualified rehabilitation
expenditures from activities other than rental
real estate activities. See the Instructions for
Form 3468 for details on qualified
rehabilitation expenditures.
Note. Report qualified rehabilitation
expenditures related to rental real estate
activities on line 15c.
Schedule K-1. Report each partner's
distributive share of qualified rehabilitation
expenditures related to activities other than
rental real estate activities in box 20 of
Schedule K-1 using code D. Attach a
statement to Schedule K-1 that provides the
information and the partner's distributive
share of the amounts the partner will need to
complete lines 11b through 11g of Form
3468. See the Instructions for Form 3468 for
details. If the partnership has expenditures
from more than one activity, identify on a
statement attached to Schedule K-1 the
amount for each separate activity. See
Passive Activity Reporting Requirements,
earlier.
Basis of energy property (code E). See
the Instructions for Form 3468 for details on
basis of energy property. In box 20 of
Schedule K-1, enter code E followed by an
asterisk (*) and enter “STMT” in the entry
space for the dollar amount. Attach a

If a partner's ownership interest in a

TIP building decreased because of a

transaction at the partner level, the
partnership must provide the necessary
information to the partner to enable the
partner to figure the recapture.
The disposal of a building or an
interest therein will generate a credit
CAUTION recapture unless it is reasonably
expected that the building will continue to be
operated as a qualified low-income building
for the remainder of the building's
compliance period.

!

See Form 8586, Form 8611, and section
42 for more information.
Recapture of investment credit (code H).
Complete and attach Form 4255, Recapture
of Investment Credit, when investment credit
property is disposed of, or it no longer
qualifies for the credit, before the end of the
recapture period or the useful life applicable
to the property. State the type of property at
the top of Form 4255, and complete lines 2,
3, 4, 10, and 11, whether or not any partner
is subject to recapture of the credit.
Attach to each Schedule K-1 a separate
statement providing the information the
partnership is required to show on Form
4255, but list only the partner's distributive
share of the cost of the property subject to
recapture. Also indicate the lines of Form
4255 on which the partners should report
these amounts.
Recapture of other credits (code I). On
an attached statement to Schedule K-1,
provide any information partners will need to
report recapture of credits (other than
recapture of low-income housing and
investment credit reported on Schedule K-1
using codes F, G, and H). Examples of
credits reported using code I when subject to
recapture include the following.
• The new markets credit. See Form 8874
and Form 8874-B, Notice of Recapture
Event for New Markets Credit, for details.
-44-

Look-back interest—completed
long-term contracts (code J). If the
partnership is closely held (defined in section
460(b)(4)) and it entered into any long-term
contracts after February 28, 1986, that are
accounted for under either the percentage of
completion-capitalized cost method or the
percentage of completion method, it must
attach a statement to Form 1065 showing
the information required in items (a) and (b)
of the instructions for lines 1 and 3 of Part II
of Form 8697. It must also report the
amounts for Part II, lines 1 and 3, to its
partners. See the Instructions for Form 8697
for more information.

Look-back interest—income forecast
method (code K). If the partnership is
closely held (defined in section 460(b)(4))
and it depreciated certain property placed in
service after September 13, 1995, under the
income forecast method, it must attach to
Form 1065 the information specified in the
instructions for Form 8866, line 2, for the 3rd
and 10th tax years beginning after the tax
year the property was placed in service. It
must also report the line 2 amounts to its
partners. See the Instructions for Form 8866
for more details.
Dispositions of property with section 179
deductions (code L). This represents gain
or loss on the sale, exchange, or other
disposition of property for which a section
179 deduction has been passed through to
partners. The partnership must provide all
the following information related to such
dispositions (see the instructions for line 6,
earlier).
• Description of the property.
• Date the property was acquired and
placed in service.
• Date of the sale or other disposition of the
property.
• The partner's share of the gross sales
price or amount realized.
• The partner's share of the cost or other
basis plus expense of sale (reduced as
explained in the instructions for Form 4797,
line 21).
• The partner's share of the depreciation
allowed or allowable, determined as
described in the instructions for Form 4797,
line 22, but excluding the section 179
deduction.
• The partner's share of the section 179
deduction (if any) passed through for the
property and the partnership's tax year(s) in
which the amount was passed through.
• If the disposition is due to a casualty or
theft, a statement indicating so, and any
additional information needed by the partner.

Instructions for Form 1065 (2021)

• For an installment sale, any information
the partner needs to complete Form 6252.
The partnership must also separately report
the partner's share of all payments received
for the property in future tax years.
(Installment payments received for sales
made in prior tax years should be reported in
the same manner used in prior tax years.)
See the instructions for Form 6252 for
details.

Section 453A(c) information (code P).
Supply any information needed by a partner
to figure the interest due under section
453A(c). This information must include the
following from each Form 6252 where the
selling price, including mortgages and other
debts, is greater than $150,000.
1. Description of property.
2. Date acquired.
3. Date property sold.
4. Selling price, including mortgages
and other debts (not including interest,
whether stated or unstated), less mortgages,
debts, and other liabilities the buyer
assumed or took the property subject to.
5. Gross profit.
6. Gross profit percentage.
7. Contract price less (4) above, plus
payments received during the year, not
including interest, whether stated or
unstated.
8. Payments received in prior years, not
including interest whether stated or unstated.
If this is the initial year of the sale, add as an
additional part of the payments received
during the year the amount of the liabilities
assumed that exceeds the combination of
the property's adjusted basis, commissions,
and other costs related to the sale, and any
income recapture relating to the transaction
on Form 4797. This excess is considered a
current year payment other than cash.
9. Installment sale income.
10. Character of the income—capital or
ordinary.
11. Partner's share of the deferred
obligation. See computation below.

needed by a partner to properly capitalize
interest as required by section 263A(f). See
Section 263A uniform capitalization rules,
earlier, for more information.
CCF nonqualified withdrawal (code S).
Report nonqualified withdrawals by the
partnership from a capital construction fund
to partners. See Pub. 595.

DRAFT AS OF
November 24, 2021
Recapture of section 179 deduction
(code M). This amount represents
recapture of the section 179 deduction if
business use of the property dropped to 50%
or less before the end of the recapture
period. If the business use of any property
(placed in service after 1986) for which a
section 179 deduction was passed through
to partners dropped to 50% or less (for a
reason other than disposition), the
partnership must provide all the following
information.
• The partner's distributive share of the
original basis and depreciation allowed or
allowable (not including the section 179
deduction).
• The partner's distributive share of the
section 179 deduction (if any) passed
through for the property and the
partnership's tax year(s) in which the amount
was passed through.
See Regulations section 1.179-1(e) for
details.
Business interest expense (code N).
The partnership must determine the amount
of deductible business interest expense
included on other lines on the Schedule K
(Form 1065). Attach a statement to
Schedule K providing the allocation of the
deductible business interest expense
included on other lines of Schedule K.
Excess business interest expense is not
deductible business interest expense;
therefore, do not include it in this reported
amount for tax years beginning after
November 12, 2020.
Schedule K-1. For tax years beginning
after November 12, 2020, enter the partner's
amount of deductible business interest
expense for inclusion in the separate loss
class for computing any basis limitation
(defined in section 704(d) and Regulations
section 1.163(j)-6(h)). Also attach a
statement to Schedule K-1 (1065) providing
the allocation of the business interest
expense already deducted by the
partnership on other lines of Schedule K-1 by
line number. Do not include excess business
interest expense reported in box 13, code K.
Section 453(l)(3) information (code O).
Supply any information needed by a partner
to figure the interest due under section 453(l)
(3). If the partnership elected to report the
dispositions of certain timeshares and
residential lots on the installment method,
each partner's tax liability must be increased
by the partner's distributive share of the
interest on tax attributable to the installment
payments received during the tax year.

Instructions for Form 1065 (2021)

Schedule K-1 deferred obligation
computation. For each Form 6252 where
line 5 is greater than $150,000, figure the
Schedule K-1 deferred obligation as follows.
• Item (4) from the list above, less the sum
of lines (7) and (8). This equals the
Schedule K deferred obligation.
• Multiply the Schedule K deferred
obligation by each partner’s profit
percentage. This equals each partner’s
share of the deferred obligation.
If an obligation arising from the
disposition of property to which section 453A
applies is outstanding at the close of the
year, each partner's tax liability must be
increased by the tax due under section
453A(c) on the partner's distributive share of
the tax deferred under the installment
method.
Section 1260(b) information (code Q).
Supply any information needed by a partner
to figure the interest due under section
1260(b). If the partnership had gain from
certain constructive ownership transactions,
each partner's tax liability must be increased
by the partner's distributive share of interest
due on any deferral of gain recognition. See
section 1260(b) for details, including how to
figure the interest.
Interest allocable to production expenditures (code R). Supply any information
-45-

Depletion information—oil and gas (code
T). Report gross income and other
information relating to oil and gas well
properties to partners to allow them to figure
the depletion deduction for oil and gas well
properties. Allocate to each partner a
proportionate share of the adjusted basis of
each partnership oil or gas property. See
section 613A(c)(7)(D) for details.
The partnership cannot deduct depletion
on oil and gas wells. Each partner must
determine the allowable amount to report on
his or her return. See Pub. 535 for more
information.
Section 743(b) basis adjustment (code
U). Report the total section 743(b)
adjustment net of any cost recovery as a
single amount for all asset categories for
each partner. In addition, attach a statement
to the Schedule K-1 (Form 1065) for this
code showing the amount of each remaining
section 743(b) basis, net of cost recovery by
asset category. A reasonable grouping by
asset category may be used, but such
grouping should not be less detailed than the
asset categories listed on the Form 1065,
Schedule L, balance sheet.
Unrelated business taxable income
(code V). Report any information a partner
that is a tax-exempt organization may need
to figure its share of unrelated business
taxable income under section 512(a)(1) (but
excluding any modifications required by
paragraphs (8) through (15) of section
512(b)). Partners are required to notify the
partnership of their tax-exempt status. See
Form 990-T, Exempt Organization Business
Income Tax Return; and Pub. 598, Tax on
Unrelated Business Income of Exempt
Organizations, for more information.

Precontribution gain (loss) (code W). If
the partnership distributed any section
704(c) property to any partner other than
the contributing partner, and the date of the
distribution was within 7 years of the date the
section 704(c) property was contributed to
the partnership, the distribution must be
treated as if it were a sale by the contributing
partner taking place on the date of the
distribution. Section 704(c) property is
property that had an FMV that was either
greater or less than the contributing partner's
adjusted basis at the time the property was
contributed to the partnership. See
Dispositions of Contributed Property, earlier,
for more information. If the partnership made
such a distribution during its tax year, attach
a statement to the contributing partner's
Schedule K-1 that provides the following
information.
• The amount of the gain or loss that would
have been allocated to the contributing

partner if the partnership had sold the
section 704(c) property at its FMV at the time
of the distribution. See section 704(c)(1)(B)
for details.
• The character of the gain or loss that
would have resulted if the partnership had
sold the section 704(c) property to the
distributee partner.
Enter code W in box 20 of Schedule K-1
with an asterisk (W*) and enter “STMT,” and
attach the required statement.

additional reporting may be required under
code Y.
CFCs and QEFs. In the case of stock of
CFCs and QEFs directly or indirectly owned
by the partnership, the partnership must
provide the name and EIN (if one has been
issued) for each CFC and QEF the stock of
which is owned by the partnership for which
an election under Regulations section
1.1411-10(g) is not in effect and for which
the partnership isn't engaged in a trade or
business described in section 1411(c)(2).
For each of these entities, the partnership
must provide the following information on an
entity-by-entity basis (to the extent such
information isn't otherwise identifiable
elsewhere on Schedule K-1).
• Section 951(a) inclusions.
• Section 1293(a)(1)(A) inclusions.
• Section 1293(a)(1)(B) inclusions.
• Section 959(d) distributions subject to
section 1411.
• Section 1293(c) distributions subject to
section 1411.
• Amount of gain or loss derived from
dispositions of the stock of CFCs and QEFs
that is taken into account for section 1411
purposes.
• Amounts that are derived from the
disposition of the stock of CFCs and QEFs
and included in income as a dividend under
section 1248 for section 1411 purposes.
In the case of stock of CFCs and QEFs
directly or indirectly owned by the
partnership for which an election under
Regulations section 1.1411-10(g) is in effect,
the partnership must provide the following
information (to the extent such information
isn't otherwise identifiable elsewhere on
Schedule K-1) on either an aggregate basis
or an entity-by-entity basis.
• Section 951(a) inclusions.
• Section 1293(a)(1)(A) inclusions.
• Section 1293(a)(1)(B) inclusions.
In the case of stock of CFCs and QEFs
directly or indirectly owned by the
partnership with respect to which the
partnership is engaged in a trade or business
described in section 1411(c)(2), the
partnership must provide the following
information (to the extent such information
isn't otherwise identifiable elsewhere on the
Schedule K-1) on either an aggregate or an
entity-by-entity basis, or the partnership may
aggregate this information with other income
derived by the partnership that is net
investment income under section 1411(c)(1)
(A)(ii).
• Section 951(a) inclusions.
• Section 1293(a)(1)(A) inclusions.
• Section 1293(a)(1)(B) inclusions.

• Amounts included in income under
section 1296(a)(1).
• Amounts deducted from income under
section 1296(a)(2).
In the case of PFIC stock owned directly
or indirectly by the partnership for which an
election under section 1296 is in effect and
with respect to which the partnership is
engaged in a trade or business described in
section 1411(c)(2), the partnership may
aggregate this information with other income
derived by the partnership that is net
investment income under section 1411(c)(1)
(A)(ii).

DRAFT AS OF
November 24, 2021
Reserved for future use (code X).

Net investment income (code Y). Use
code Y to report any information that may be
relevant for partners to figure their net
investment income tax when the information
isn't otherwise identifiable elsewhere on
Schedule K-1. Attach a statement that shows
a description and dollar amount of each
relevant item.
Examples of items reported using code Y
may include the following.
• Net rental real estate income reported on
Form 1065, Schedule K, line 2, and other net
rental income reported on Form 1065,
Schedule K, line 3c, derived from a section
212 for-profit activity (and not from a section
162 trade or business).
• Gains and losses from dispositions of
assets attributable to a section 212 for-profit
activity (and not from a section 162 trade or
business).
• Gain reported on the installment sale
basis (or attributable to a private annuity) that
is attributable to the disposition of property
held in a trade or business.
• Gain or loss from the disposition of a
partnership interest, but only if such
partnership was engaged, directly or
indirectly, in one or more trades or
businesses, and at least one of those trades
or businesses wasn't trading in financial
instruments or commodities.
• The partner’s distributive share of interest
income, or interest expense, which is
attributable to a loan between the
partnership and the partner (self-charged
interest).
• If the partnership received a Schedule K-1
(Form 1065), the detail and amounts
reported to the partnership on code Y.
• If the partnership received a Schedule K-1
(Form 1041), the amount of the adjustment
reported.
• Guaranteed payments (reported on Form
1065, Schedule K, line 4b) unrelated to
services, such as for the use of capital or
attributable to section 736(a)(2) payments for
unrealized receivables or goodwill.
• In the case of a common trust fund, any
items of income or loss that may be taken
into account in figuring the participant’s net
investment income (other than qualified
dividends, and short-term and long-term
capital gains).
In addition, Regulations section
1.1411-10 provides special rules for stock of
CFCs and passive foreign investment
companies (PFICs) owned by the
partnership. If the partnership owns directly
or indirectly stock of a CFC or PFIC, then

Section 1296 mark-to-market PFICs. In
the case of stock of PFICs directly or
indirectly owned by the partnership for which
an election under section 1296 is in effect,
the partnership must provide the following
information (to the extent such information
isn't otherwise identifiable elsewhere on
Schedule K-1) on either an aggregate basis
or an entity-by-entity basis (except as
provided below).
-46-

Section 1291 funds. In the case of stock of
PFICs directly or indirectly owned by the
partnership with respect to which direct or
indirect partners are subject to section 1291,
the partnership must provide the following
information (to the extent such information
isn't otherwise identifiable elsewhere on
Schedule K-1) on an entity-by-entity basis.
• Excess distributions made by a PFIC for
which a partner is subject to section 1291.
• Gains derived from the disposition of
stock of a PFIC for which a partner is subject
to section 1291.

Section 199A information (code Z). The
qualified business income (QBI) deduction
may be taken by eligible taxpayers, including
individuals and some trusts and estates. The
deduction is determined at the partner level.
Partnerships are required to report
information necessary for their partners to
figure the deduction. Use code Z with an
asterisk (Z*) on each partner’s Schedule K-1
and enter “STMT” in the entry space to
indicate that the information is provided on
an attached statement that separately
identifies the partner’s distributive share of:
1. Qualified items of income, gain,
deduction, and loss;
2. W-2 wages;
3. Unadjusted basis immediately after
acquisition (UBIA) of qualified property;
4. Qualified PTP items; and
5. Section 199A dividends, also known
as REIT dividends.
The partnership must make an initial
determination of which items are qualified
items of income, gain, deduction, and loss at
its level and report to each partner its
distributive share of all items that may be
qualified items at the partner level. These
items must be separately stated where
necessary for the partner to figure the
deduction. See Determining the
partnership’s QBI or qualified PTP items,
later. The partner must then determine
whether each item is includible in QBI.
In addition, the partnership must also
report whether any of its trades or
businesses are specified service trades or
businesses (SSTBs) and identify on the
statement any trades or businesses that are
aggregated. The partnership must also
report all QBI information reported to it by
any entity in which the partnership has an
ownership interest.

Instructions for Form 1065 (2021)

Note. The partnership must report each
partner’s share of qualified items of income,
gain, deduction, and loss from a PTP so that
partners can determine their qualified PTP
income. However, the W-2 wages and UBIA
of qualified property from the PTP should not
be reported because partners cannot use
that information in figuring their QBI
deduction.
Partnerships should use Statement
A—QBI Pass-Through Entity Reporting,
later, or a substantially similar statement, to
report information for each partner’s
distributive share from each trade or
business, including QBI items, W-2 wages,
UBIA of qualified property, qualified PTP
items, and section 199A dividends by
attaching the completed statement(s) to
each partner’s Schedule K-1. The
partnership should also use Statement A to
report each partner’s distributive share of
QBI items, W-2 wages, UBIA of qualified
property, qualified PTP items, and section
199A dividends reported to the partnership
by another entity.
Partnerships should use Statement
B—QBI Pass-Through Entity Aggregation
Election(s), later, or a substantially similar
statement, to report aggregated trades or
businesses and provide supporting
information to partners on each
Schedule K-1.
Partnerships should use Statement
C—QBI Pass-Through Entity
Reporting—Patrons of Specified Agricultural
and Horticultural Cooperatives, later, or a
substantially similar statement, to report the
distributive share of QBI and W-2 wages
allocable to qualified payments from a
specified agricultural or horticultural
cooperative for each trade or business. This
statement should also be used to report each
partner’s share of section 199A(g) deduction
reported to the partnership by the specified
cooperative.

• Satisfies the requirements for the rental
real estate safe harbor in Rev. Proc.
2019-38, or
• Meets the self-rental exception (that is,
the rental or licensing of property to a
commonly controlled trade or business
conducted by an individual or relevant
pass-through entity) described in
Regulations section 1.199A-1(b)(14).
The determination of whether rental real
estate constitutes a trade or business for
purposes of the QBI deduction is made by
the partnership. The partnership must first
make this determination and then only
include the distributive share of rental real
estate items of income, gain, loss, and
deduction from a trade or business on the
statement provided to partners. Rental real
estate that does not meet any of the three
conditions noted above does not constitute a
trade or business for purposes of the QBI
deduction and must not be included in the
QBI information provided to partners.

2. None of the trades or businesses are
SSTBs.
3. The trades or businesses to be
aggregated meet at least two of the following
three factors.

• They provide products, property, or
services that are the same or that are
customarily offered together.
• They share facilities or share significant
centralized business elements, such as
personnel, accounting, legal, manufacturing,
purchasing, human resources, or information
technology resources.
• They are operated in coordination with, or
reliance upon, one or more of the businesses
in the aggregated group.
If the partnership chooses to aggregate
multiple trades or businesses, it must report
the aggregation on Statement B, or a
substantially similar statement, and attach it
to each Schedule K-1. The statement must
provide the information necessary to identify
each separate trade or business included in
each aggregation, a description of the
aggregated trades or businesses, and an
explanation of the factors met that allow the
aggregation in accordance with Regulations
section 1.199A-4. The aggregation
statement must be completed each year to
show the partnership's trade or business
aggregations. Failure to disclose the
aggregations may cause them to be
disaggregated.
The partnership's aggregations must be
reported consistently for all subsequent
years, unless there is a change in facts and
circumstances that changes or disqualifies
the aggregation. The partnership must
provide a written explanation for any
changes to prior year aggregations that
describes the change in facts and
circumstances.
If the partnership directly or indirectly
owns an interest in another relevant
pass-through entity (RPE) that aggregates
multiple trades or businesses, it must attach
a copy of the RPE’s aggregation to each
Schedule K-1. The partnership cannot break
apart the aggregation of another RPE, but it
may add trades or businesses to the
aggregation, assuming the requirements
above are satisfied.

DRAFT AS OF
November 24, 2021

Determining the partnership’s
qualified trades or businesses. The
partnership’s qualified trades or businesses
include its section 162 trades or businesses,
except for SSTBs, or the trade or business of
providing services as an employee. A
section 162 trade or business generally
includes any activity if the partnership’s
primary purpose for engaging in the activity
is for income or profit and the partnership is
involved in the activity with continuity and
regularity. For more information on what
qualifies as a trade or business for purposes
of section 199A, see the Instructions for
Form 8995, Qualified Business Income
Deduction Simplified Computation, or the
Instructions for Form 8995-A, Qualified
Business Income Deduction.
Rental real estate. Rental real estate
may constitute a trade or business for
purposes of the QBI deduction if the rental
real estate:
• Rises to the level of a trade or business
under section 162,

Instructions for Form 1065 (2021)

SSTBs excluded from qualified trades
or businesses. SSTBs are generally
excluded from the definition of a qualified
trade or business. An SSTB is any trade or
business providing services in the fields of
health, law, accounting, actuarial science,
performing arts, consulting, athletics,
financial services, brokerage services,
investing and investment management,
trading or dealing in securities, partnership
interests, or commodities, or any other trade
or business where the principal asset is the
reputation or skill of one or more of its
employees or owners. The term “any trade or
business where the principal asset is the
reputation or skill of one or more of its
employees or owners” means any trade or
business that consists of (i) a trade or
business in which a person receives fees,
compensation, or other income from
endorsing products or services; (ii) a trade or
business in which a person licenses or
receives fees, compensation, or other
income for the use of an individual’s image,
likeness, name, signature, voice, or
trademark, or any other symbols associated
with the individual’s identity; or (iii) receiving
fees, compensation, or other income for
appearing at an event or on radio, television,
or another media format.
Partnerships must separately report QBI
information for all trades or businesses
engaged in by the partnership, including
SSTBs, but must identify which trades or
businesses are SSTBs.
Aggregation of trades or businesses.
A partnership engaged in more than one
trade or business may choose to aggregate
multiple trades or businesses into a single
trade or business for purposes of section
199A if it meets the following requirements.
1. The same person, or group of
persons, either directly or through attribution,
owns 50% or more of each trade or business
for a majority of the tax year, including the
last day of the tax year, and all trades or
businesses use the same tax year-end.

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Determining the partnership’s QBI or
qualified PTP items. The partnership’s
items of QBI include qualified items of
income, gain, deduction, and loss from the
partnership’s trades or businesses that are
effectively connected with the conduct of a
trade or business within the United States.
This may include, but is not limited to, items
such as ordinary business income or losses,
section 1231 gains or (losses), section 179
deductions, and interest from debt-financed
distributions.
QBI may also include rental income/
losses or royalty income, if the activity rises
to the level of a trade or business; and
gambling gains or losses, but only if the
partnership is engaged in the trade or
business of gambling. Whether an activity

rises to the level of a trade or business must
be determined at the entity level and, once
made, is binding on partners.
Qualified PTP items include the
partnership’s share of qualified items of
income, gain, deduction, and loss from an
interest in a PTP and may also include gain
or loss recognized on the disposition of the
partner’s partnership interest that is not
treated as a capital gain or loss. If the
reporting partnership is itself a PTP, the PTP
should report all qualified items of income,
gain, deduction, and loss separately for each
trade or business engaged in by the PTP.
QBI and qualified PTP items don’t include
the following.

• Items that aren’t properly includible in
income.
• Items that are treated as capital gain or
loss under any provision of the Internal
Revenue Code.
• Dividends or dividend equivalents,
including qualified REIT dividends.
• Interest income (unless received in
connection with the trade or business).
• Wage income.
• Income that is not effectively connected
with the conduct of business within the
United States (go to IRS.gov/ECI for more
information).
• Commodities transactions, or foreign
currency gains or losses described in section
954(c)(1)(C) or (D).

• Income, loss, or deductions from notional
principal contracts under section 954(c)(1)
(F).
• Annuities (unless received in connection
with the trade or business).
• Guaranteed payments described in
section 707(c) received by the entity for
services rendered to a partnership.
• Payments described in section 707(a)
received by the entity for services rendered
to a partnership.

DRAFT AS OF
November 24, 2021
QBI flowchart. Partnerships may use
this flowchart to determine if an item of
income, gain, deduction, or loss is includible
in QBI reportable to partners.

Flowchart To Help Determine if Items Are Qualified Business Income
Questions

Yes

No

1. Is the item effectively connected with the conduct of a trade or business within the United States?

Continue to next question.

Stop. This item is not QBI.

2. Is the item attributable to a trade or business (this may include section 1231 gain/(loss), section 179
deductions, interest from debt-financed distributions, etc.)? Examples of an item not considered attributable
to the trade or business at the entity level include gambling income/(loss) where the entity is not engaged in
the trade or business of gambling, income/(loss) from vacation properties when the entity is not in that trade
or business, activities not engaged in for profit, etc.

Continue to next question.

Stop. This item is not QBI.

3. Is the item treated as a capital gain or loss under any provision of the Internal Revenue Code or is it a
dividend or dividend equivalent?

Stop. This item is not QBI.

Continue to next question.

4. Is the item interest income other than interest income properly allocable to a trade or business? (Note that
interest income attributable to an investment of working capital, reserves, or similar accounts is not properly
allocable to a trade or business.)

Stop. This item is not QBI.

Continue to next question.

5. Is the item an annuity, other than an annuity received in connection with the trade or business?

Stop. This item is not QBI.

Continue to next question.

6. Is the item gain or loss from a commodities transaction or foreign currency gain or loss described in
section 954(c)(1)(C) or (D)?

Stop. This item is not QBI.

Continue to next question.

7. Is the item gain or loss from a notional principal contract under section 954(c)(1)(F)?

Stop. This item is not QBI.

Continue to next question.

8. Is the item of income or loss from a qualified PTP?

This item is a qualified PTP
item. Report this item as
qualified PTP income or
loss, subject to
partner-specific
determinations, and check
the PTP box.

This item is QBI. Report this
item as QBI subject to
partner-specific
determinations.

Specific instructions for Statement
A—QBI Pass-Through Entity Reporting.
QBI or qualified PTP items. The
partnership (including PTPs) must first
determine if it is engaged in one or more
trades or businesses. It must then determine
if any of its trades or businesses are SSTBs.
It must also determine whether it has
qualified PTP items from an interest in a
PTP. It must indicate the status in the
appropriate checkboxes for each trade or
business (or aggregated trade or business)
reported.
Note. SSTBs and PTPs cannot be
aggregated with any other trade or business.
So, if the aggregation box is checked, the
SSTB and PTP boxes for that specific
aggregated trade or business should not be
checked.
Next, the partnership must report to each
partner their distributive share of all items
that are QBI or qualified PTP items for each
trade or business the partnership owns
directly or indirectly. Use the QBI flowchart

above to determine if an item is reportable as
a QBI item or qualified PTP item subject to
partner-specific determinations.
The descriptions on the statement
generally match the descriptions reported on
Schedule K-1. So the amounts should reflect
each trade’s or business’s portion of the
qualified items of income, gain, deduction, or
loss reported in the applicable box of the
partner’s Schedule K-1. For example, the
amount reported on the “Ordinary business
income (loss)” line of this statement should
reflect the attributable portion of qualified
items of income, gain, deduction, and loss
for each trade or business included in the
“Ordinary business income (loss)” reported
in box 1 of the partner’s Schedule K-1. Each
item included under “Other income (loss)”
and “Other deductions” must be stated
separately, identifying the nature and amount
of each item.
W-2 wages and UBIA of qualified
property. The partnership must determine
the W-2 wages and UBIA of qualified
property properly allocable to QBI for each
qualified trade or business and report the
-48-

distributive share to each partner on
Statement A, or a substantially similar
statement, attached to Schedule K-1. This
includes the pro rata share of W-2 wages
and UBIA of qualified property reported to
the partnership from any qualified trades or
businesses of an RPE the partnership owns
directly or indirectly. However, partnerships
that own a direct or indirect interest in a PTP
may not include any amounts for W-2 wages
or UBIA of qualified property from the PTP,
as the W-2 wages and UBIA of qualified
property from a PTP are not allowed in
figuring the W-2 wage and UBIA limitations.
The W-2 wages are amounts paid to
employees described in sections 6051(a)(3)
and (8). If the partnership conducts more
than one trade or business, it must allocate
the W-2 wages among its trades or
businesses. See Rev. Proc. 2019-11,
2019-09 I.R.B. 742, for more information.
The unadjusted basis of qualified
property is figured by adding the unadjusted
basis of all qualified assets immediately after
acquisition. Qualified property includes all
tangible property subject to depreciation

Instructions for Form 1065 (2021)

under section 167, for which the depreciable
period hasn’t ended, that is held and used by
the trade or business during the tax year and
held on the last day of the tax year. The
depreciable period ends on the later of 10
years after the property is placed in service
or the last day of the full year for the
applicable recovery period under section
168.

statement, attached to Schedule K-1.
Section 199A dividends do not have to be
separately reported by trades or businesses
and can be reported as a single amount to
partners. Section 199A dividends include
any dividend the partnership receives from a
REIT held for more than 45 days, for which
the payment is not obligated to someone
else, is not a capital gain dividend under
section 857(b)(3), and is not a qualified
dividend under section 1(h)(11), plus any
qualified REIT dividends received from a
RIC.

PTP items, UBIA of qualified property, and
the aggregate amount of qualified section
199A dividends, fiscal year-end partnerships
include all items from the tax (fiscal) year.
For purposes of determining W-2 wages,
fiscal year-end partnerships include amounts
paid to employees under sections 6051(a)(3)
and (8) for the calendar year ended with or
within the partnership’s tax year. If the
partnership conducts more than one trade or
business, it must allocate W-2 wages among
its trades or businesses. See Rev. Proc.
2019-11 for more information.

DRAFT AS OF
November 24, 2021
Section 199A dividends. The
partnership must report the distributive share
of any section 199A dividends, also known
as qualified REIT dividends, to each partner
on Statement A, or a substantially similar

Fiscal year partnerships. For
purposes of determining the QBI or qualified

Statement A—QBI Pass-Through Entity Reporting

Partnership’s name:

Partnership’s EIN:

Partner’s name:

Partner’s identifying number:

Trade or Business 1

Partner’s share of:

Trade or Business 2

Trade or Business 3

PTP

PTP

PTP

Aggregated

Aggregated

Aggregated

SSTB

SSTB

SSTB

QBI or qualified PTP items subject to partner-specific determinations:
Ordinary business income (loss) . . . . . . . . . . . . . . . .
Rental income (loss) . . . . . . . . . . . . . . . . . . . . . .
Royalty income (loss)

. . . . . . . . . . . . . . . . . . . . .

Section 1231 gain (loss) . . . . . . . . . . . . . . . . . . . .
Other income (loss)

. . . . . . . . . . . . . . . . . . . . . .

Section 179 deduction . . . . . . . . . . . . . . . . . . . . .
Other deductions

. . . . . . . . . . . . . . . . . . . . . . .

W-2 wages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UBIA of qualified property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 199A dividends. . . . . .

Specific instructions for Statement
B—QBI Pass-Through Entity Aggregation
Election(s). If the partnership elects to
aggregate more than one trade or business
that meets all the requirements to aggregate,
the partnership must report the aggregation
to partners on Statement B, or a substantially
similar statement, and attach it to each
Schedule K-1. The partnership must indicate
trades or businesses that were aggregated
by checking the appropriate box on
Statement A for each aggregated trade or
business. The partnership must also provide
a description of the aggregated trade or

Instructions for Form 1065 (2021)

business and an explanation of the factors
met that allow the aggregation.
The aggregation statement must be
completed each year to show the
partnership’s trade or business
aggregations. Failure to disclose the
aggregations may cause them to be
disaggregated. The partnership’s
aggregations must be reported consistently
for all subsequent years, unless there is a
change in facts and circumstances that
changes or disqualifies the aggregation. The
partnership must provide a written
explanation for any changes to prior year

-49-

aggregations that describes the change in
facts and circumstances.
If the partnership holds a direct or indirect
interest in an RPE that aggregates multiple
trades or businesses, the partnership must
also include a copy of the RPE’s
aggregations with each partner’s
Schedule K-1. The partnership cannot break
apart the aggregation of another RPE, but it
may add trades or businesses to the
aggregation, assuming the aggregation
requirements are satisfied.

Statement B—QBI Pass-Through Entity Aggregation Election(s)
Partnership’s name:

Partnership’s EIN:

Trade or business aggregation 1*
Provide a description of the aggregated trades or businesses and an explanation of the factors met that allow the aggregation in accordance with Regulations section
1.199A-4. In addition, if the partnership holds a direct or indirect interest in a relevant pass-through entity (RPE) that aggregates multiple trades or businesses, attach
a copy of the RPE's aggregations.

DRAFT AS OF
November 24, 2021
Has this trade or business aggregation changed from the prior year? This includes changes in the aggregation due to a trade or business being formed, acquired, or
disposed of, or having ceased operations. If yes, explain.

* If the partnership has more than one aggregated group, attach additional Statements B. Name the additional aggregations 2, 3, 4, etc.

Specific instructions for Statement
C—QBI Pass-Through Entity Reporting—Patrons of Specified Agricultural
and Horticultural Cooperatives.
QBI items and W-2 wages allocable to
qualified payments. If the partnership is a
patron of a specified agricultural or
horticultural cooperative, the partnership
must provide the share of QBI items and W-2
wages allocable to qualified payments from

each trade or business to each of its partners
on Statement C, or a substantially similar
statement, and attach it to each
Schedule K-1 so each partner can figure
their patron reduction under section 199A(b)
(7).
QBI items and W-2 wages allocable to
qualified payments include QBI items
included on Statement A that are allocable to
the qualified payments reported to the

partnership on Form 1099-PATR from the
cooperative.
Section 199A(g) deduction. The
partnership must report to its partners their
share of any section 199A(g) deduction
passed through from the cooperative, as
reported on Form 1099-PATR. Section
199A(g) deductions do not have to be
reported separately by trades or businesses
and can be reported as a single amount to
partners.

Statement C—QBI Pass-Through Entity Reporting—Patrons of Specified Agricultural and Horticultural
Cooperatives
Partnership’s EIN:

Partnership’s name:
Partner’s name:

Partner’s identifying number:

Trade or Business

Partner’s share of:

Trade or Business

Trade or Business

PTP

PTP

PTP

Aggregated

Aggregated

Aggregated

SSTB

SSTB

SSTB

QBI items allocable to qualified payments subject to partner-specific determinations:
Ordinary business income (loss) . . . . . . . . . . . . . . . .
Rental income (loss) . . . . . . . . . . . . . . . . . . . . . . .
Royalty income (loss)

. . . . . . . . . . . . . . . . . . . . . .

Section 1231 gain (loss) . . . . . . . . . . . . . . . . . . . . .
Other income (loss)

. . . . . . . . . . . . . . . . . . . . . . .

Section 179 deduction . . . . . . . . . . . . . . . . . . . . . .
Other deductions

. . . . . . . . . . . . . . . . . . . . . . . .

W-2 wages allocable to qualified payments . . . . . . . . . . . . . . . . . . . . .
Section 199A(g) deduction . . . . . . . . . . . . . . . . .

Section 704(c) information (code AA).
For partnerships other than PTPs, if a
partner’s taxable income or loss on any line
item on Schedule K-1 (Form 1065) includes
an allocation of any income or deduction
item determined by applying section 704(c),
include the sum of such income and
deduction items here.

Example 1—Single section 704(c)
allocation. Partnership P has two partners,
A and B. A and B share all items of income,
loss, and deduction equally, except for items
required to be allocated under section
704(c). A contributes property X with an FMV
of $100 and a tax basis of $60. X is
depreciable over 10 years. B contributes
-50-

$100. The traditional method is used to
allocate section 704(c) items pertaining to X.
In the first year, the partnership has $10 of
section 704(b) book depreciation, which is
allocated equally to A and B for book
purposes ($5 each). However, P only has $6
of tax depreciation. The partnership has no
other income or deductions during the tax

Instructions for Form 1065 (2021)

year. Under the traditional method, P
allocates $1 to A and $5 to B for tax
purposes. Assuming this is the only item
where taxable income is affected by section
704(c) allocations during the current year,
the partnership would report deductions on
Schedule K-1, line 20, code AA, of $1 for A
and $5 for B.
Example 2—Multiple section 704(c)
allocations. The facts are the same as in
Example 1, except in addition to the facts in
that example, A also contributes property Y
with an FMV of $100 and a remaining tax
basis of $0. If Y were newly placed in
service, its depreciable life would be 10
years straight line. The partnership adopts
the remedial method with respect to property
Y. In the first year, P has $10 of section
704(b) book depreciation, which is allocated
equally to A and B for book purposes ($5
each). However, P has $0 of tax depreciation
with respect to property Y. Under the
remedial method, for tax purposes, P
allocates $5 of remedial income to A and $5
of a remedial depreciation deduction to B
with respect to property Y. In this case, the
partnership would report on Schedule K-1,
line 20, code AA, that A has $4 of taxable
income, determined by applying section
704(c) ($1 of depreciation deductions from
property X and $5 of remedial income from
property Y) and that B has $10 of deductions
for tax purposes, determined by applying
section 704(c) (consisting of $5 depreciation
from property X and $5 remedial
depreciation from property Y).

Schedule A, line 43(f), if the partner is
required to file Form 8990.
Excess business interest income (code
AF). If the partnership is required to file
Form 8990, it may determine it has excess
business interest income. If so, enter the
amount from Form 8990, Part II, line 37, for
excess business interest income.

of Schedule K, Guaranteed payments. For
details, see the regulations under section
409A. These regulations don't provide
guidance on the application of section 409A
to arrangements between partnerships and
partners. For interim guidance on such
arrangements, see Q&A-7 in Notice 2005-1,
2005-2 I.R.B. 274, and the information
provided in the preamble to these
regulations (T.D. 9321). Also see Notice
2006-79, 2006-43 I.R.B. 763; Notice
2007-86, 2007-46 I.R.B. 990; and Notice
2008-113, 2008-51 I.R.B. 1305, for
additional information on transitional and
relief rules.
• Noncash charitable contributions. If the
partnership made a noncash charitable
contribution, report the partner’s share of the
partnership’s adjusted basis of the property
for basis limitation purposes.
• Any income or gain reported on lines 1
through 11 of Schedule K that qualifies as
inversion gain, if the partnership is an
expatriated entity or is a partner in an
expatriated entity. For details, see section
7874. Attach a statement to Form 1065 that
shows the amount of each type of income or
gain included in the inversion gain. The
partnership must report each partner's
distributive share of the inversion gain in
box 20 of Schedule K-1 using code AH.
Attach a statement to Schedule K-1 that
shows the partner's distributive share of the
amount of each type of income or gain
included in the inversion gain.
• Qualifying advanced coal project
property. Attach a statement to Schedule K-1
showing the partner's distributive share of
the amounts that the partner will use when
figuring the amounts to report on lines 5a
through 5c of the partner's Form 3468. See
the Instructions for Form 3468 for details.
• Qualifying gasification project property.
Attach a statement to Schedule K-1 showing
the partner's distributive share of the
amounts that the partner will use when
figuring the amounts to report on lines 6a
and 6b of the partner's Form 3468. See the
Instructions for Form 3468 for details.
• Qualifying advanced energy project
credit. Attach a statement to Schedule K-1
showing the partner's distributive share of
the amounts that the partner will use when
figuring the amount to report on line 7 of the
partner's Form 3468. See the Instructions for
Form 3468 for details.
• Form 8990, Schedule A, requires certain
foreign partners to report their allocable
share of excess business interest expense,
excess taxable income, and excess
business interest income, if any, that is
attributable to income effectively connected
with a U.S. trade or business. Provide, on
Schedule K-1, the information needed to
complete Form 8990, Schedule A, for a
partner that is a foreign corporation or
nonresident alien or is a partnership
(domestic or foreign) in which you know, or
have a reason to know, that one or more of
the partners is a foreign corporation or
nonresident alien.

DRAFT AS OF
November 24, 2021
Required reporting for the sale or exchange of an interest in a partnership
(codes AB, AC, and AD). When a sale or
exchange of a partnership interest occurs
and the partnership holds section 751
property such as unrealized receivables
defined in section 751(c), property subject to
unrecaptured section 1250 gain, inventory
items defined in section 751(d), or
collectibles, the partnership must report to
the transferor partner their share of the gain
or loss figured for the following categories of
assets.
Section 751 gain (loss) (code AB).
Section 751 “hot assets” (unrealized
receivables and inventory items).
Section 1(h)(5) gain (loss) (code AC).
Section 1(h)(5) collectible assets.
Deemed section 1250 unrecaptured
gain (code AD). Section 1(h)(6)
unrecaptured section 1250 gain assets
(depreciable real property) are section 751
property per Regulations section 1.751-1(c)
(4)(v).
Excess taxable income (code AE). If the
partnership is required to file Form 8990, it
may determine it has excess taxable income.
If so, enter the amount from Form 8990, Part
II, line 36, for excess taxable income.
Schedule K-1. Enter the partner’s
amount of excess taxable income. The
partner will enter the amount on Form 8990,

Instructions for Form 1065 (2021)

Schedule K-1. Enter the partner’s
amount of excess business interest income.
The partner will enter the amount on Form
8990, Schedule A, line 43(g), if the partner is
required to file Form 8990.

Gross receipts for section 448(c) (code
AG). Regulations section 1.163(j)-2(d)(2)(iii)
requires that partners in a partnership
include a share of partnership gross receipts
in proportion to their share of gross income
under section 703 unless the partnership is
treated as one person under the aggregation
rules of section 448(c). For tax years ending
after December 30, 2020, partnerships with
current year gross receipts (defined in
Regulations section 1.448-1T(f)(2)(iv))
greater than $5 million are required to report
to partners their distributive share of their
current year gross receipts. If a partnership
and a partner are treated as a single
employer under section 448(c) aggregation
rules, and the partnership has gross receipts
greater than $5 million, then the partnership
should also report its current year total gross
receipts to those partners. For tax years
ending after December 30, 2021, a
partnership that has current year gross
receipts greater than $5 million will be
required to report gross receipts to partners
for the 3 immediately preceding tax years as
well as gross receipts for the current year.
See IRS.gov/newsroom/faqs-regarding-theaggregation-rules-under-section-448c2–thatapply-to-the-section-163j-small-businessexemption. Partnerships whose current year
gross receipts are less than or equal to $5
million may also use this code to report gross
receipts.

Other information (code AH). Report the
following to each partner.
• Any information a partner that is a PTP
may need to determine if it meets the 90%
qualifying income test of section 7704(c)(2).
Partners are required to notify the
partnership of their status as a PTP.
• If the partnership participates in a
transaction that must be disclosed on Form
8886, both the partnership and its partners
may be required to file Form 8886. The
partnership must determine if any of its
partners are required to disclose the
transaction and provide those partners with
information they will need to file Form 8886.
This determination is based on the
category(s) under which a transaction
qualified for disclosures. See Form 8886 and
its instructions for details.
• Compensation to partners deferred under
a section 409A nonqualified deferred
compensation plan that doesn't meet the
requirements of section 409A. Include in this
amount any earnings on these deferrals.
This amount must also be included on line 4
-51-

• The partner's distributive share of any
conservation reserve program payments
made to the partnership.
• If the partnership is involved in a farming
or fishing business, report the gross income
and gains as well as the losses and
deductions attributable to such business
activities. See section 1301.
• If a partnership is a trader in securities,
commodities, or both, and has properly
elected under section 475(f) to mark to
market the securities, the commodities, or
both, the partnership should report ordinary
gain or loss from the securities or
commodities (or both securities and
commodities) trading activities separately
from any other ordinary gain or loss.
• If the partnership is a section 721(c)
partnership, line 20c must include the
amounts relating to any remedial items made
under the remedial allocation method
(described in Regulations section 1.704-3(d)
and Regulations section 1.704-3(d)(5)(iii))
with respect to section 721(c) property. Enter
a separate code AH in box 20 of
Schedule K-1 for each amount for items
allocated to the partner. For the U.S.
transferor, enter a separate code AH, if any,
for the total remedial income allocated to the
U.S. transferor, total gain recognized due to
an acceleration event, and/or total gain
recognized due to a section 367 transfer
reflected on Schedule G (Form 8865), Part II,
columns (c), (d), and (e), respectively. For all
other partners of the section 721(c)
partnership, enter a separate code AH for
the total amount of remedial items allocated
to such partner relating to section 721(c)
property. See Regulations sections
1.721(c)-3 and 1.721(c)-6.
• Any other information the partners need to
prepare their tax returns, including
information needed to prepare state and
local tax returns.

Line 23. More Than One Passive
Activity
If the partnership conducted more than one
activity (determined for purposes of the
passive activity loss and credit limitations),
the partnership is required to provide
information separately for each activity to its
partners. This information is reported on an
attached statement to Schedule K-1. Check
the box to indicate there is more than one
passive activity for which a statement is
attached. See Passive Activity Reporting
Requirements, earlier, for details.

partner's participation in a trade or business
activity is material or whether a partner's
participation in a rental real estate activity is
active, classify the partner as “passive.”

Schedule L. Balance
Sheets per Books

DRAFT AS OF
November 24, 2021

Line 21. Total Foreign Taxes Paid
or Accrued
Enter in U.S. dollars the total creditable
foreign taxes (described in section 901 or
section 903) that were paid or accrued by the
partnership (according to its method of
accounting for such taxes). Enter the amount
paid or accrued on line 21. Translate these
amounts into U.S. dollars by using the
applicable exchange rate (see Pub. 514).

Line 22. More Than One At-Risk
Activity
If the partnership conducted more than one
at-risk activity, the partnership is required to
provide certain information separately for
each at-risk activity to its partners. This
information is reported on an attached
statement to Schedule K-1. Check the box to
indicate there is more than one at-risk activity
for which a statement is attached. See
At-risk activity reporting requirements,
earlier, for details. Also see Notice 2019-66
for certain at-risk reporting.

Analysis of Net Income
(Loss)

For each type of partner shown, enter the
portion of the amount shown on line 1 that
was allocated to that type of partner. Foreign
government partners are treated as
corporate partners. Report all amounts for
LLC members on the line for limited partners.
The sum of the amounts shown on line 2
must equal the amount shown on line 1. In
addition, the amount on line 1 of Analysis of
Net Income (Loss) must equal the amount on
line 9 of Schedule M-1 (if the partnership is
required to complete Schedule M-1). If the
partnership files Schedule M-3, the amount
on line 1 of Analysis of Net Income (Loss)
must equal the amount in column (d) of
Schedule M-3, Part II, line 26.
In classifying partners who are individuals
as “active” or “passive,” the partnership
should apply the rules below. In applying
these rules, a partnership should classify
each partner to the best of its knowledge and
belief. It is assumed that in most cases the
level of a particular partner's participation in
an activity will be apparent.
1. If the partnership's principal activity is
a trade or business, classify a general
partner as “active” if the partner materially
participated in all partnership trade or
business activities; otherwise, classify a
general partner as “passive.”
2. If the partnership's principal activity
consists of a working interest in an oil or gas
well, classify a general partner as “active.”
3. If the partnership's principal activity is
a rental real estate activity, classify a general
partner as “active” if the partner actively
participated in all of the partnership's rental
real estate activities; otherwise, classify a
general partner as “passive.”
4. Classify as “passive” all partners in a
partnership whose principal activity is a
rental activity other than a rental real estate
activity.
5. If the partnership's principal activity is
a portfolio activity, classify all partners as
“active.”
6. Classify as “passive” all limited
partners in a partnership whose principal
activity is a trade or business or rental
activity.
7. If the partnership cannot make a
reasonable determination whether a
-52-

Schedules L, M-1, and M-2 aren't

TIP required to be completed if the

partnership answered “Yes” to
question 4 of Schedule B.

The balance sheets should agree with the
partnership's books and records. Attach a
statement explaining any differences. There
are additional requirements for completing
Schedule L for partnerships that are required
to file Schedule M-3 (see the Instructions for
Schedule M-3 (Form 1065) for details).
Partnerships reporting to the Interstate
Commerce Commission (ICC) or to any
national, state, municipal, or other public
officer may send copies of their balance
sheets prescribed by the ICC or national,
state, or municipal authorities, as of the
beginning and end of the tax year, instead of
completing Schedule L. However,
statements filed under this procedure must
contain sufficient information to enable the
IRS to reconstruct a balance sheet similar to
that contained on Form 1065 without
contacting the partnership during
processing.

All amounts on the balance sheet should
be reported in U.S. dollars. If the
partnership's books and records are kept in a
foreign currency, the balance sheet should
be translated in accordance with U.S.
generally accepted accounting principles
(GAAP).
Exception. If the partnership or any
qualified business unit of the partnership
uses the U.S. dollar approximate separate
transactions method, Schedule L should
reflect the tax balance sheet prepared and
translated into U.S. dollars according to
Regulations section 1.985-3(d), and not a
U.S. GAAP balance sheet.

Partnerships Required To File
Schedule M-3

For partnerships required to file
Schedule M-3, the amounts reported on
Schedule L must be amounts from financial
statements used to complete Schedule M-3.
If the partnership prepares non-tax-basis
financial statements, Schedule M-3 and
Schedule L must report non-tax-basis
financial statement amounts. If the
partnership doesn't prepare non-tax-basis
financial statements, Schedule L must be
based on the partnership's books and
records and may show tax-basis balance
sheet amounts if the partnership's books and
records reflect only tax-basis amounts.

Line 5. Tax-Exempt Securities

Include on this line:

Instructions for Form 1065 (2021)

1. State and local government
obligations, the interest on which is
excludable from gross income under section
103(a); and
2. Stock in a mutual fund or other RIC
that distributed exempt-interest dividends
during the tax year of the partnership.

Line 7a. Loans to Partners (or
Persons Related to Partners)

partnership's share of those liabilities must
be reflected on line 18.

Line 19a. Loans From Partners
(or Persons Related to
Partners)

Include on this line loans from partners or
persons related to partners. Persons are
related if they have a relationship specified in
section 267(b) or 707(b). Amounts included
here should not be included elsewhere on
lines 15 through 21.

• Expenses for travel as a form of
education. See section 274(m)(2).
• Nondeductible club dues. See section
274(a)(3).
• Qualified transportation fringes under
section 274(a)(4).
• Transportation and commuting expenses
under section 274(l).
• Other nondeductible travel and
entertainment expenses.

DRAFT AS OF
November 24, 2021
Include on this line loans to partners or
persons related to partners. Persons are
related if they have a relationship specified in
section 267(b) or 707(b). Amounts included
here should not be included elsewhere on
lines 1 through 13.

Line 14. Total Assets

Generally, total assets at the beginning of the
year (Schedule L, line 14, column (b)) must
equal total assets at the close of the prior tax
year (Schedule L, line 14, column (d)). If total
assets at the beginning of the year don't
equal total assets at the close of the prior
year, attach a statement explaining the
difference.
For purposes of measuring total assets at
the end of the year, the partnership's assets
may not be netted against or reduced by
partnership liabilities. In addition, asset
amounts may not be reported as a negative
number. If the partnership has an interest in
another partnership and uses a tax-basis
method for Schedule L, it must show as an
asset the adjusted basis of its interest in the
other partnership and separately show as a
liability its share of the other partnership's
liabilities (which are included in the
computation of its adjusted basis). See the
Partner's Instructions for Schedule K-1 for
details on how to figure the adjusted basis of
a partnership interest. If Schedule L is
non-tax-basis, investment in a partnership
may be shown as appropriate under the
non-tax-basis accounting method of the
partnership including, if required by the
non-tax-basis accounting method of the
partnership, the equity method of accounting
for investments, but must be shown as a
non-negative amount.
Example. Partnership A prepares a
tax-basis Schedule L and is a general
partner in Partnership B, a general
partnership. Partnership A's adjusted basis
in Partnership B at the end of the tax year is
$16 million. Partnership A's share of
Partnership B's liabilities is $20 million, which
is included in the $16 million adjusted basis
amount. On its Schedule L, Partnership A
must report $16 million on line 8 as the
amount of its investment asset in Partnership
B and report on line 20 its $20 million share
of Partnership B's liabilities. These amounts
cannot be netted on Schedule L.

Line 18. All Nonrecourse Loans

Nonrecourse loans are those liabilities of the
partnership for which no partner bears the
economic risk of loss. If the partnership's
nonrecourse liabilities include its share of the
liabilities of another partnership, the

Instructions for Form 1065 (2021)

Line 20. Other Liabilities

A partnership that is a partner in a tiered
partnership must include as a liability on
line 20 the partner's share of the tiered
partnership's liabilities to the extent they are
recourse liabilities to the partner.

Schedule M-1.
Reconciliation of Income
(Loss) per Books With
Income (Loss) per Return
Schedule M-3 may be required

TIP instead of Schedule M-1. See Item J.

Schedule C and Schedule M-3,
earlier. See the Instructions for
Schedule M-3 for more information.

Line 2

Report on this line income included on
Schedule K, lines 1, 2, 3c, 5, 6a, 7, 8, 9a, 10,
and 11, not recorded on the partnership's
books this year. Describe each such item of
income. Attach a statement if necessary.

Line 3. Guaranteed Payments

Include on this line guaranteed payments
shown on Schedule K, lines 4a and 4b (other
than amounts paid for insurance that
constitutes medical care for a partner, a
partner's spouse, a partner's dependents,
and a partner's children under age 27 who
aren't dependents).

Line 4b. Travel and
Entertainment

Include the following on this line.
• Entertainment expenses, including
entertainment-related meals and facilities,
not deductible under section 274(a).
• Non-entertainment-related meal
expenses not deductible under section
274(n).
• The part of business gifts over $25. See
section 274(b).
• Expenses of an individual allocable to
conventions on cruise ships over $2,000.
See section 274(h)(2).
• Employee achievement awards of
nontangible property or tangible property
over $400 ($1,600 if part of a qualified plan).
See section 274(j).
• The part of the cost of luxury water travel
expenses not deductible under section
274(m). See section 274(m)(1)(A).

-53-

Schedule M-2. Analysis of
Partners' Capital Accounts
Show what caused changes during the tax
year in the partners' tax basis capital
accounts.

Line 1. Balance at the
Beginning of the Year

The balance at the beginning of the year
should equal the total of the amounts
reported as the partners’ beginning tax basis
capital accounts in item L of all the partners’
Schedules K-1. If not, the partnership should
attach an explanation of the difference.
Generally, the balance at the beginning of
the year should equal the adjusted tax basis
of the partnership’s assets at the beginning
of the year reduced by the partnership’s
liabilities at the beginning of the year. If the
partnership’s balance sheet (Schedule L) is
reported on the tax basis and if the
aggregate of the partners’ beginning and
ending capital accounts differ from the
amounts reported on Schedule L, attach a
statement reconciling any differences. No
such reconciliation is required if Schedule L
is not reported on the tax basis.

Line 2. Capital Contributed
During Year

Include on line 2a the amount of money
contributed by each partner to the
partnership, as reflected on the partnership's
books and records. Include on line 2b the
adjusted tax basis of property net of liabilities
contributed by each partner to the
partnership, as reflected on the partnership’s
books and records.

Line 3. Net Income (Loss)

Enter on Schedule M-2, line 3, the amount
from the Analysis of Net Income (Loss),
line 1. Generally, this is the same as the
amount entered on line 9 of Schedule M-1 (if
the partnership is required to complete
Schedule M-1) or if the partnership files
Schedule M-3, the amount in column (d) of
Schedule M-3, Part II, line 26. Section 743(b)
basis adjustments and income from
guaranteed payments are not included in the
partners' tax-basis capital accounts. If
adjustments to income under section 743(b)
are taken into account in calculating net
income (loss), remove the effects of those
adjustments (for example, by adding or
subtracting the income, gain, loss, or
deduction resulting from those adjustments
on line 4 or line 7 in accordance with the

instructions for those lines). If net income
includes income from guaranteed payments
made to partners, remove such income on
line 7.

Line 4. Other Increases
(Itemize)

Enter on line 4 the sum of all other increases
to the partners' tax basis capital accounts
during the year not reflected on lines 2 and 3.
Also, if the aggregate net negative income
from all section 743(b) adjustments reported
on Schedule K, line 13(d), “Other
deductions,” was included as a decrease to
income in arriving at net income (loss) on
line 3, report those amounts as an increase
on line 4. For these purposes, “net negative
income from all section 743(b) adjustments”
means the excess of all section 743(b)
adjustments to income allocated to the
partner that decrease partner taxable income
over all section 743(b) adjustments to
income that increase partner taxable income.

Line 6. Distributions
Line 6a. Cash. Enter the amount of money
distributed to each partner by the
partnership. For purposes of line 6a, “money”
includes marketable securities, as described
in section 731(c).
Line 6b. Property. Enter the sum of the
adjusted tax bases of property net of
liabilities distributed to each partner by the
partnership as reflected on the partnership's
books and records. Include withdrawals from
inventory for the personal use of a partner.

was included as an increase to income in
arriving at net income (loss) on line 3, report
that amount as a decrease on line 7. For
these purposes, “net positive income from all
section 743(b) adjustments” means the
excess of all section 743(b) adjustments to
income allocated to the partner that increase
the partner's taxable income over all section
743(b) adjustments to income that decrease
the partner's taxable income. Likewise, if
line 3 includes income from guaranteed
payments reported on Schedule K, line 4c,
include that amount as a decrease on line 7.

DRAFT AS OF
November 24, 2021
Line 7. Other Decreases
(Itemize)

Enter on line 7 the sum of all other decreases
to the partners' tax-basis capital accounts
during the year not reflected on line 6. Also, if
the aggregate net positive income from all
section 743(b) adjustments reported on
Schedule K, line 11, “Other income (loss),”

-54-

Line 9. Balance at End of Year

The balance at the end of the year should
equal the total of the amounts reported as
the partners’ ending capital accounts in item
L of all the partners’ Schedules K-1.

Instructions for Form 1065 (2021)

Paperwork Reduction Act Notice. We ask for the information on these forms to carry out the Internal Revenue laws of the United States.
You are required to give us the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect
the right amount of tax.
You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form
displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may
become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required
by section 6103.

DRAFT AS OF
November 24, 2021
Estimates of Taxpayer Burden. The following tables show burden estimates based on current statutory requirements as of October
2020, for taxpayers filing 2020 Forms 1065, 1120, 1120-C, 1120-F, 1120-H, 1120-ND, 1120-S, 1120-SF, 1120-FSC, 1120-L, 1120-PC, 1066,
1120-REIT, 1120-RIC, 1120-POL, and related attachments. Time spent and out-of-pocket costs are presented separately. Time burden is
broken out by taxpayer activity, with reporting representing the largest component. Out-of-pocket costs include any expenses incurred by
taxpayers to prepare and submit their tax returns. Examples include tax return preparation and submission fees, postage and photocopying
costs, and tax preparation software costs. While these estimates don't include burden associated with post-filing activities, IRS operational
data indicate that electronically prepared and filed returns have fewer arithmetic errors, implying lower post-filing burden.

Reported time and cost burdens are national averages and don't necessarily reflect a “typical” case. Most taxpayers experience lower than
average burden, with taxpayer burden varying considerably by taxpayer type. For instance, the estimated average time burden for all business
entities is 279 hours, with an average cost of $5,130 per return. This average includes all associated forms and schedules, across all
preparation methods and taxpayer activities.
The average burden for partnerships filing Forms 1065 and related attachments is about 290 hours and $5,900; the average burden for
corporations filing Form 1120 and associated forms is about 335 hours and $7,700; and the average burden for Forms 1066, 1120-REIT,
1120-RIC, 1120-S, and all related attachments is 245 hours and $3,500. Within each of these estimates there is significant variation in
taxpayer activity. Tax preparation fees and other out-of-pocket costs vary extensively depending on the tax situation of the taxpayer, the type
of software or professional preparer used, and the geographic location. Third-party burden hours are not included in these estimates.

Table 1—Taxpayer Burden for Partnerships
Forms 1065, 1066, and all attachments
Primary Form Filed or Type of Taxpayer

Total Number of Returns (millions)

Average Time (hours)

Average Cost

4.5

290

$5,800

Small

4.2

270

$4,400

Large*

0.3

610

$29,000

All Partnerships

Table 2—Taxpayer Burden for Taxable Corporations
Forms 1120, 1120-C, 1120-F, 1120-H, 1120-ND, 1120-SF, 1120-FSC, 1120-L, 1120-PC, 1120-POL, and all attachments
Primary Form Filed or Type of Taxpayer

Total Number of Returns (millions)

Average Time (hours)

Average Cost
$7,900

All Taxable Corporations

2.0

340

Small

1.9

380

$4,000

Large*

0.1

1,250

$69,100

Total Number of Returns (millions)

Average Time (hours)

Average Cost
$3,500

Table 3—Taxpayer Burden for Pass-Through Corporations
Forms 1120-REIT, 1120-RIC, 1120-S, and all attachments
Primary Form Filed or Type of Taxpayer
All Pass-Through Corporations

5.4

245

Small

5.3

240

$3,100

Large*

0.1

610

$30,800

* A large business is defined as one having end-of-year assets greater than $10 million. A large business is defined the same way for partnerships, taxable corporations, and pass-through
corporations. A small business is any business that doesn't meet the definition of a large business.

Comments and Suggestions. We welcome your comments about this publication and your suggestions for future editions. You can send
us comments through IRS.gov/FormComments. Or you can write to:
Internal Revenue Service
Tax Forms and Publications
1111 Constitution Ave. NW, IR-6526
Washington, DC 20224
Although we can’t respond individually to each comment received, we do appreciate your feedback and will consider your comments as we
revise our tax forms, instructions, and publications. We can’t answer tax questions sent to the above address. Do not send the tax form to this
address. Instead, see Where To File, earlier, near the beginning of the instructions.

Instructions for Form 1065 (2021)

-55-

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

238900

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 (page 1, line 1a); all
other income (page 1, lines 4 through 7); income reported
on Schedule K, lines 3a, 5, 6a, and 7; income or net gain
reported on Schedule K, lines 8, 9a, 10, and 11; and
income or net gain reported on Form 8825, lines 2, 19, and
20a. If the business purchases raw materials and supplies
them to a subcontractor to produce the finished product,
but retains title to the product, the business is considered a
Other Specialty Trade Contractors
(including site preparation)

manufacturer and must use one of the manufacturing codes
(311110–339900).
Once the Principal Business Activity is determined,
enter the six-digit code from the list below on page 1, item
C. Also enter the business activity in item A and a brief
description of the principal product or service of the
business in item B.

327900

Other Nonmetallic Mineral Product
Mfg
Primary Metal Manufacturing
331110 Iron & Steel Mills & Ferroalloy Mfg
331200 Steel Product Mfg from Purchased
Steel
331310 Alumina & Aluminum Production &
Processing
331400 Nonferrous Metal (except
Aluminum) Production &
Processing
331500 Foundries
Fabricated Metal Product Manufacturing
332110 Forging & Stamping
332210 Cutlery & Handtool Mfg
332300 Architectural & Structural Metals
Mfg
332400 Boiler, Tank, & Shipping Container
Mfg
332510 Hardware Mfg
332610 Spring & Wire Product Mfg
332700 Machine Shops; Turned Product; &
Screw, Nut, & Bolt Mfg
332810 Coating, Engraving, Heat Treating,
& Allied Activities
332900 Other Fabricated Metal Product
Mfg
Machinery Manufacturing
333100 Agriculture, Construction, & Mining
Machinery Mfg
333200 Industrial Machinery Mfg
333310 Commercial & Service Industry
Machinery Mfg
333410 Ventilation, Heating,
Air-Conditioning, & Commercial
Refrigeration Equipment Mfg
333510 Metalworking Machinery Mfg
333610 Engine, Turbine & Power
Transmission Equipment Mfg
333900 Other General Purpose Machinery
Mfg
Computer and Electronic Product
Manufacturing
334110 Computer & Peripheral Equipment
Mfg
334200 Communications Equipment Mfg
334310 Audio & Video Equipment Mfg
334410 Semiconductor & Other Electronic
Component Mfg
334500 Navigational, Measuring,
Electromedical, & Control
Instruments Mfg
334610 Manufacturing & Reproducing
Magnetic & Optical Media
Electrical Equipment, Appliance, and
Component Manufacturing
335100 Electric Lighting Equipment Mfg
335200 Major 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

423500

Metal & Mineral (except
Petroleum)
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

DRAFT AS OF
November 24, 2021
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
211120
211130
212110
212200
212310
212320
212390
213110

Crude Petroleum Extraction
Natural Gas Extraction
Coal Mining
Metal Ore Mining
Stone Mining & Quarrying
Sand, Gravel, Clay, & Ceramic &
Refractory Minerals Mining &
Quarrying
Other Nonmetallic Mineral Mining
& Quarrying
Support Activities for Mining

Utilities
221100
221210
221300
221500

Electric Power Generation,
Transmission & Distribution
Natural Gas Distribution
Water, Sewage & Other Systems
Combination Gas & Electric

Construction

Construction of Buildings
236110 Residential Building Construction
236200 Nonresidential Building
Construction
Heavy and Civil Engineering Construction
237100 Utility System Construction
237210 Land Subdivision
237310 Highway, Street, & Bridge
Construction
237990 Other Heavy & Civil Engineering
Construction
Specialty Trade Contractors
238100 Foundation, Structure, & Building
Exterior Contractors (including
framing carpentry, masonry, glass,
roofing, & siding)
238210 Electrical Contractors
238220 Plumbing, Heating, &
Air-Conditioning Contractors
238290 Other Building Equipment
Contractors
238300 Building Finishing Contractors
(including drywall, insulation,
painting, wallcovering, flooring, tile,
& finish carpentry)

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 & 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
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

Wholesale Trade

Merchant Wholesalers, Durable Goods
423100 Motor Vehicle & Motor Vehicle
Parts & Supplies
423200 Furniture & Home Furnishings
423300 Lumber & Other Construction
Materials
423400 Professional & Commercial
Equipment & Supplies

-56-

423600

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 Electronics 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 & Other Grocery
(except Convenience) Stores
445120 Convenience Stores
445210 Meat Markets
445220 Fish & Seafood Markets
445230 Fruit & Vegetable Markets
445291 Baked Goods Stores
445292 Confectionery & Nut Stores
445299 All Other Specialty Food Stores
445310 Beer, Wine, & Liquor Stores
Health and Personal Care Stores
446110 Pharmacies & Drug Stores
446120 Cosmetics, Beauty Supplies, &
Perfume Stores
446130 Optical Goods Stores
446190 Other Health & Personal Care
Stores

Codes for Principal Business Activity and Principal Product or Service (Continued)
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
452200 Department Stores
452300 General Merchandise Stores, incl.
Warehouse Clubs and
Supercenters
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
& Liquefied Petroleum)
454390 Other Direct Selling
Establishments (including
door-to-door retailing, frozen food
plan providers, party plan
merchandisers, & coffee-break
service providers)

Couriers and Messengers
492110 Couriers
492210 Local Messengers & Local Delivery
Warehousing and Storage
493100 Warehousing & Storage (except
lessors of miniwarehouses &
self-storage units)

Information

Publishing Industries (except Internet)
511110 Newspaper Publishers
511120 Periodical Publishers
511130 Book Publishers
511140 Directory & Mailing List Publishers
511190 Other Publishers
511210 Software Publishers
Motion Picture and Sound Recording
Industries
512100 Motion Picture & Video Industries
(except video rental)
512200 Sound Recording Industries
Broadcasting (except Internet)
515100 Radio & Television Broadcasting
515210 Cable & Other Subscription
Programming
Telecommunications
517000 Telecommunications (including
paging, cellular, satellite, cable &
other program distribution,
resellers, other
telecommunications, & Internet
service providers)
Data Processing Services
518210 Data Processing, Hosting, &
Related Services
Other Information Services
519100 Other Information Services
(including news syndicates,
libraries, Internet publishing, &
broadcasting)

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 Miniwarehouses)
(including equity REITs)
531130 Lessors of Miniwarehouses &
Self-Storage Units (including equity
REITs)
531190 Lessors of Other Real Estate
Property (including equity REITs)
531210 Offices of Real Estate Agents &
Brokers
531310 Real Estate Property Managers
531320 Offices of Real Estate Appraisers
531390 Other Activities Related to Real
Estate
Rental and Leasing Services
532100 Automotive Equipment Rental &
Leasing
532210 Consumer Electronics &
Appliances Rental
532281 Formal Wear & Costume Rental
532282 Video Tape & Disc Rental
532283 Home Health Equipment Rental
532284 Recreational Goods Rental
532289 All Other Consumer Goods Rental
532310 General Rental Centers
532400 Commercial & Industrial Machinery
& Equipment Rental & Leasing
Lessors of Nonfinancial Intangible Assets
(except copyrighted works)
533110 Lessors of Nonfinancial Intangible
Assets (except copyrighted works)

Administrative and Support and
Waste Management and
Remediation Services
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

DRAFT AS OF
November 24, 2021

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 and Ridesharing Services
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

Finance and Insurance

Depository Credit Intermediation
522110 Commercial Banking
522120 Savings Institutions
522130 Credit Unions
522190 Other Depository Credit
Intermediation
Nondepository Credit Intermediation
522210 Credit Card Issuing
522220 Sales Financing
522291 Consumer Lending
522292 Real Estate Credit (including
mortgage bankers & originators)
522293 International Trade Financing
522294 Secondary Market Financing
522298 All Other Nondepository Credit
Intermediation
Activities Related to Credit Intermediation
522300 Activities Related to Credit
Intermediation (including loan
brokers, check clearing, & money
transmitting)
Securities, Commodity Contracts, and
Other Financial Investments and Related
Activities
523110 Investment Banking & Securities
Dealing
523120 Securities Brokerage
523130 Commodity Contracts Dealing
523140 Commodity Contracts Brokerage
523210 Securities & Commodity
Exchanges
523900 Other Financial Investment
Activities (including portfolio
management & investment advice)
Insurance Carriers and Related Activities
524140 Direct Life, Health, & Medical
Insurance & Reinsurance Carriers
524150 Direct Insurance & Reinsurance
(except Life, Health & Medical)
Carriers
524210 Insurance Agencies & Brokerages
524290 Other Insurance Related Activities
(including third-party administration
of insurance & pension funds)
Funds, Trusts, and Other Financial
Vehicles
525100 Insurance & Employee Benefit
Funds
525910 Open-End Investment Funds
(Form 1120-RIC)
525920 Trusts, Estates, & Agency
Accounts
525990 Other Financial Vehicles (including
mortgage REITs & closed-end
investment funds)
“Offices of Bank Holding Companies” and
“Offices of Other Holding Companies” are

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
551112

-57-

Offices of Bank Holding
Companies
Offices of Other Holding
Companies

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)

Codes for Principal Business Activity and Principal Product or Service (Continued)
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)

721120
721191
721199
721210

Casino Hotels
Bed & Breakfast Inns
All Other Traveler Accommodation
RV (Recreational Vehicle) Parks &
Recreational Camps
721310 Rooming & Boarding Houses,
Dormitories, & Workers’ Camps
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 & Non-alcoholic Beverage
Bars

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
812310

Cemeteries & Crematories
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 & homeowners
associations)

DRAFT AS OF
November 24, 2021
Accommodation and Food
Services

Accommodation
721110 Hotels (except Casino Hotels) &
Motels

Other Services

Repair and Maintenance
811110 Automotive Mechanical &
Electrical Repair & Maintenance

-58-

Index
Rental activities 40
A
Accounting methods 6
Change in accounting
method 7
Mark-to-market accounting
method 7
Nonaccrual experience
method 19
Nonaccrual-experience
method 6
Percentage of completion
method 7
Accounting periods 7
Adjusting deductions for certain
credits 20
Administrative adjustment
request 8
Allocation of partnership items:
Contributed property 29
Liabilities 30
Nonrecourse liabilities 30
Partnership agreement 28
Special allocations 32
Alternative minimum tax 42
Adjusted gain (loss) 42
Depletion (other than oil and
gas) 42
Depreciation adjustment on
property placed in service
after 1986 42
Oil, gas, and geothermal
properties 42
Amended return 8
Analysis of net income (loss) 52
Analysis of partner's capital
account 31
Analysis of partners' capital
accounts 53
Assembling the return 10
At-risk activities 30
Attached statements 29

D
Deductions:
Bad debts 21
Depletion 22
Depreciation 22
Employee benefit programs 23
Entertainment facilities 24
Guaranteed payments 21
How to report 19
Interest 22
Limitations 20
Meals and entertainment 23
Membership dues 23
Reforestation expenditures 24
Rent 21
Repairs and maintenance 21
Retirement plans 22
Salaries and wages 21, 32
Taxes and licenses 21
Transactions between related
taxpayers 20
Travel 23
Wages 21
Definitions 2
Depreciation 22
Dispositions of contributed
property 12
Distributions:
Cash and marketable
securities 43
Other property 43
Recognition of precontribution
gain 12
Dividends 33

Income:
Gross receipts or sales 18
Tax-exempt income 18
Trade or business 18
Installment sales 18
Interest income 33
Interest on production
expenditures 22
Investment:
Income and expenses 43
Interest expense 37

Section 179 deduction 45
Reconciliation of income (loss) per
books with income (loss) per
return 53
Recordkeeping 7
Reforestation costs 38
Rental activities 13
Rounding off to whole dollars 7
Royalties 33

DRAFT AS OF
November 24, 2021

B
Balance sheets per books 52
Bipartisan Budget Act of 2015
(BBA) 2
Business start-up expenses 20
C
Capital gain:
Net long-term 33
Net short-term 33
Change of address 17
Charitable contribution 36
Codes:
Partner 30
Principal business activity 56
Schedule K-1 reporting 29
Collectibles (28%) gain (loss) 33
Consolidated audit procedures 8
Contributions to the
partnership 12
Cost of goods sold 19
Credits 39
Low-income housing 39
Rehabilitation 40, 44

E
Elections:
By each partner 11
By the partnership 11
Electronic filing 4
Entity classification election 11
Extensions 5
F
Foreign accounts 25
Foreign partners, withholding 26
Foreign partnership 3
Foreign trusts, transactions 25
Forms:
How to get 2
That may be required 8
Future Developments 1
G
General partner 3
General partnership 3
Guaranteed payments 32, 53
I
Inclusion amount 21

L
Limited liability company 3
Limited liability partnership 3
Limited partner 3
Limited partnership 3

N
Net section 1231 gain (loss) 34
Nondeductible expenses 43
Nonrecourse liabilities 30
Nonrecourse loans 3, 30
(See also Nonrecourse liabilities)
Notice of inconsistent treatment 8
O
Ordinary business income
(loss) 32

P
Paid preparer authorization 5
Partner contributing property with a
built-in gain or loss 31
Passive activity limitations:
Grouping activities 15
Passive activities defined 13
Recharacterization of passive
income 15
Rental activities 13
Reporting requirements 16
Trade or business activities 13
Penalties 6
Failure to furnish information
timely 6
Late filing 6
Trust fund recovery 6
Period covered 5
Portfolio income 14, 32
Private delivery services 4
Publicly traded partnerships 4,
13, 19
Q
Qualified Business Income
Deduction 46
R
Recapture:
Investment credit 44
Low-income housing credit 44
Mining exploration costs 34

-59-

S
Sale of partnership interests 12
Sale of small business stock:
Exclusion 35
Rollover 35
Schedule:
B 24
K 28, 32
K-1 28, 32
L 52
M-1 53
M-2 53
M-3 53
Section 179 expense
deduction 36
Recapture 45
Section 481(a) adjustment 7
Section 59(e) expenditures 11,
19, 20, 37
Self-charged interest 15
Self-employment 39
Signatures:
General partner or LLC
member manager 5
Paid preparer 5
Special allocations 32
Substitute forms 28
Syndication costs 20

T
Tax-exempt income 43
Tax shelter:
Registration 25
Termination of partnership 4
Travel and entertainment 23, 53
U
Uniform capitalization rules 20
Unrealized receivables and
inventory:
Sale of partnership
interests 12
Unrecaptured section 1250
gain 34
Unrelated business taxable
income 45
W
When to file 4
Where to file 5
Who must file 3