1065 U. S. Return of Partnership Income

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Form

1065

U.S. Return of Partnership Income
For calendar year 2023, or tax year beginning

Department of the Treasury
Internal Revenue Service

, 20

2023

.

Go to www.irs.gov/Form1065 for instructions and the latest information.

A Principal business activity
B Principal product or service

, 2023, ending

OMB No. 1545-0123

Name of partnership

D Employer identification number

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

E Date business started

City or town, state or province, country, and ZIP or foreign postal code

F Total assets
(see instructions)

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C Business code number

Type
or
Print

$

G
H
I
J
K

(2)
(3)
(1)
Initial return
Final return
Name change (4)
Address change (5)
Amended return
Check applicable boxes:
(2)
(3)
Check accounting method: (1)
Cash
Accrual
Other (specify):
Number of Schedules K-1. Attach one for each person who was a partner at any time during the tax year:
Check if Schedules C and M-3 are attached . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Check if partnership: (1)
Aggregated activities for section 465 at-risk purposes (2)
Grouped activities for section 469 passive activity purposes

Tax and Payment

Deductions (see instructions for limitations)

Income

Caution: Include only trade or business income and expenses on lines 1a through 23 below. See instructions for more information.
1a Gross receipts or sales
b Less returns and allowances
c Balance
1c
2
Cost of goods sold (attach Form 1125-A) . . . . . . . . . . . . . . . . . .
2
3
Gross profit. Subtract line 2 from line 1c . . . . . . . . . . . . . . . . . . .
3
4
Ordinary income (loss) from other partnerships, estates, and trusts (attach statement) . . . .
4
5
Net farm profit (loss) (attach Schedule F (Form 1040)) . . . . . . . . . . . . . .
5
6
Net gain (loss) from Form 4797, Part II, line 17 (attach Form 4797) . . . . . . . . . .
6
7
Other income (loss) (attach statement) . . . . . . . . . . . . . . . . . . .
7
8
Total income (loss). Combine lines 3 through 7 . . . . . . . . . . . . . . . .
8
9
Salaries and wages (other than to partners) (less employment credits) . . . . . . . . .
9
10
Guaranteed payments to partners . . . . . . . . . . . . . . . . . . . . .
10
11
Repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . . .
11
12
Bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
13
Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
14
Taxes and licenses . . . . . . . . . . . . . . . . . . . . . . . . . .
14
15
Interest (see instructions) . . . . . . . . . . . . . . . . . . . . . . . .
15
16a Depreciation (if required, attach Form 4562) . . . . . . . . . .
16a
b Less depreciation reported on Form 1125-A and elsewhere on return .
16b
16c
17
Depletion (Do not deduct oil and gas depletion.) . . . . . . . . . . . . . . .
17
18
Retirement plans, etc. . . . . . . . . . . . . . . . . . . . . . . . . .
18
19
Employee benefit programs . . . . . . . . . . . . . . . . . . . . . . .
19
20
Energy efficient commercial buildings deduction (attach Form 7205) . . . . . . . . . .
20
21
Other deductions (attach statement) . . . . . . . . . . . . . . . . . . . .
21
22
Total deductions. Add the amounts shown in the far right column for lines 9 through 21 . . .
22
23
Ordinary business income (loss). Subtract line 22 from line 8 . . . . . . . . . . .
23
24
Interest due under the look-back method—completed long-term contracts (attach Form 8697) .
24
25
Interest due under the look-back method—income forecast method (attach Form 8866) . . .
25
26
BBA AAR imputed underpayment (see instructions) . . . . . . . . . . . . . . .
26
27
Other taxes (see instructions) . . . . . . . . . . . . . . . . . . . . . .
27
28
Total balance due. Add lines 24 through 27 . . . . . . . . . . . . . . . . .
28
29
Elective payment election amount from Form 3800 . . . . . . . . . . . . . . .
29
30
Payment (see instructions) . . . . . . . . . . . . . . . . . . . . . . .
30
31
Amount owed. If the sum of line 29 and line 30 is smaller than line 28, enter amount owed . .
31
32
Overpayment. If the sum of line 29 and line 30 is larger than line 28, enter overpayment . . .
32

Sign
Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge
and belief, it is true, correct, and complete. Declaration of preparer (other than partner or limited liability company member) is based on all information of
which preparer has any knowledge.

Signature of partner or limited liability company member

Paid
Preparer
Use Only

Print/Type preparer’s name

Preparer’s signature

May the IRS discuss this return
with the preparer shown below?
See instructions.
Yes
No

Date
Date

Firm’s name

PTIN

Firm’s EIN

Firm’s address

For Paperwork Reduction Act Notice, see separate instructions.

Check
if
self-employed

Phone no.
Cat. No. 11390Z

Form 1065 (2023)

Page 2

Form 1065 (2023)

Schedule B

Other Information

1

What type of entity is filing this return? Check the applicable box:
Domestic general partnership
b
Domestic limited partnership
Domestic limited liability company
d
Domestic limited liability partnership
Foreign partnership
f
Other:
2
At the end of the tax year:
a Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or taxexempt organization, or any foreign government own, directly or indirectly, an interest of 50% or more in the profit,
loss, or capital of the partnership? For rules of constructive ownership, see instructions. If “Yes,” attach Schedule
B-1, Information on Partners Owning 50% or More of the Partnership . . . . . . . . . . . . . . .
b Did any individual or estate own, directly or indirectly, an interest of 50% or more in the profit, loss, or capital of
the partnership? For rules of constructive ownership, see instructions. If “Yes,” attach Schedule B-1, Information
on Partners Owning 50% or More of the Partnership
. . . . . . . . . . . . . . . . . . . .
3
At the end of the tax year, did the partnership:
a Own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of
stock entitled to vote of any foreign or domestic corporation? For rules of constructive ownership, see instructions.
If “Yes,” complete (i) through (iv) below . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

No

a
c
e

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(i) Name of Corporation

(ii) Employer Identification
Number (if any)

(iii) Country of
Incorporation

(iv) Percentage
Owned in Voting Stock

b Own directly an interest of 20% or more, or own, directly or indirectly, an interest of 50% or more in the profit, loss,
or capital in any foreign or domestic partnership (including an entity treated as a partnership) or in the beneficial
interest of a trust? For rules of constructive ownership, see instructions. If “Yes,” complete (i) through (v) below . .
(i) Name of Entity

4

(ii) Employer
Identification
Number (if any)

(iii) Type of
Entity

(iv) Country of
Organization

(v) Maximum
Percentage Owned in
Profit, Loss, or Capital

Does the partnership satisfy all four of the following conditions?
a The partnership’s total receipts for the tax year were less than $250,000.
b The partnership’s total assets at the end of the tax year were less than $1 million.
c Schedules K-1 are filed with the return and furnished to the partners on or before the due date (including extensions)
for the partnership return.
d The partnership is not filing and is not required to file Schedule M-3 . . . . . . . . . . . . . . .
If “Yes,” the partnership is not required to complete Schedules L, M-1, and M-2; item F on page 1 of Form 1065;
or item L on Schedule K-1.
5
Is this partnership a publicly traded partnership, as defined in section 469(k)(2)? . . . . . . . . . . .
6
During the tax year, did the partnership have any debt that was canceled, was forgiven, or had the terms modified
so as to reduce the principal amount of the debt? . . . . . . . . . . . . . . . . . . . . .
7
Has this partnership filed, or is it required to file, Form 8918, Material Advisor Disclosure Statement, to provide
information on any reportable transaction? . . . . . . . . . . . . . . . . . . . . . . . .
At any time during calendar year 2023, did the partnership have an interest in or a signature or other authority over
8
a financial account in a foreign country (such as a bank account, securities account, or other financial account)?
See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and
Financial Accounts (FBAR). If “Yes,” enter the name of the foreign country

Yes

No

9

At any time during the tax year, did the partnership receive a distribution from, or was it the grantor of, or transferor
to, a foreign trust? If “Yes,” the partnership may have to file Form 3520, Annual Return To Report Transactions With
Foreign Trusts and Receipt of Certain Foreign Gifts. See instructions . . . . . . . . . . . . . . .
10a Is the partnership making, or had it previously made (and not revoked), a section 754 election? If “Yes,” enter the
effective date of the election . . . . . . . . . . . . . . . . . . . . .
See instructions for details regarding a section 754 election.
b For this tax year, did the partnership make an optional basis adjustment under section 743(b)? If “Yes,” enter the total
)
aggregate net positive amount $
and the total aggregate net negative amount $ (
of such section 743(b) adjustments for all partners made in the tax year. The partnership must also attach a statement
showing the computation and allocation of each basis adjustment. See instructions . . . . . . . . . . .
Form 1065 (2023)

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Form 1065 (2023)

Schedule B

Other Information (continued)

Yes

No

c

For this tax year, did the partnership make an optional basis adjustment under section 734(b)? If “Yes,” enter the total
)
aggregate net positive amount $
and the total aggregate net negative amount $ (
of such section 734(b) adjustments for all partnership property made in the tax year. The partnership must also attach
a statement showing the computation and allocation of each basis adjustment. See instructions . . . . . . .
d For this tax year, is the partnership required to adjust the basis of partnership property under section 743(b) or 734(b)
because of a substantial built-in loss (as defined under section 743(d)) or substantial basis reduction (as defined under
section 734(d))? If “Yes,” enter the total aggregate amount of such section 743(b) adjustments and/or section 734(b)
adjustments for all partners and/or partnership property made in the tax year $
. The partnership must
also attach a statement showing the computation and allocation of the basis adjustment. See instructions . . . .

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11

Check this box if, during the current or prior tax year, the partnership distributed any property received in a likekind exchange or contributed such property to another entity (other than disregarded entities wholly owned by the
partnership throughout the tax year) . . . . . . . . . . . . . . . . . . . . . . . . .
At any time during the tax year, did the partnership distribute to any partner a tenancy-in-common or other
undivided interest in partnership property? . . . . . . . . . . . . . . . . . . . . . . . .

12
13

If the partnership is required to file Form 8858, Information Return of U.S. Persons With Respect to Foreign
Disregarded Entities (FDEs) and Foreign Branches (FBs), enter the number of Forms 8858 attached. See
instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Does the partnership have any foreign partners? If “Yes,” enter the number of Forms 8805, Foreign Partner’s
Information Statement of Section 1446 Withholding Tax, filed for this partnership . . . . . .
15
Enter the number of Forms 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, attached
to this return . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16a Did you make any payments in 2023 that would require you to file Form(s) 1099? See instructions . . . . .
b If “Yes,” did you or will you file required Form(s) 1099? . . . . . . . . . . . . . . . . . . . .
17
Enter the number of Forms 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations,
attached to this return . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Enter the number of partners that are foreign governments under section 892 . . . . . . .
19
During the partnership’s tax year, did the partnership make any payments that would require it to file Forms 1042
and 1042-S under chapter 3 (sections 1441 through 1464) or chapter 4 (sections 1471 through 1474)? . . . .
20
Was the partnership a specified domestic entity required to file Form 8938 for the tax year? See the Instructions
for Form 8938 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Is the partnership a section 721(c) partnership, as defined in Regulations section 1.721(c)-1(b)(14)? . . . . .
22
During the tax year, did the partnership pay or accrue any interest or royalty for which one or more partners are
not allowed a deduction under section 267A? See instructions . . . . . . . . . . . . . . . . .
If “Yes,” enter the total amount of the disallowed deductions . . . . . . . . . . . . $
23
Did the partnership have an election under section 163(j) for any real property trade or business or any farming
business in effect during the tax year? See instructions . . . . . . . . . . . . . . . . . . . .
24
Does the partnership satisfy one or more of the following? See instructions . . . . . . . . . . . . .
a The partnership owns a pass-through entity with current, or prior year carryover, excess business interest expense.
b The partnership’s aggregate average annual gross receipts (determined under section 448(c)) for the 3 tax years
preceding the current tax year are more than $29 million and the partnership has business interest expense.
c The partnership is a tax shelter (see instructions) and the partnership has business interest expense.
If “Yes” to any, complete and attach Form 8990.
25
Is the partnership attaching Form 8996 to certify as a Qualified Opportunity Fund?
. . . . . . . . . .
If “Yes,” enter the amount from Form 8996, line 15 . . . . . . . . . . . . . . . $
26

Enter 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 or of receiving a distribution from the partnership . . . . . . . .
Complete Schedule K-3 (Form 1065), Part XIII, for each foreign partner subject to section 864(c)(8) on a transfer or distribution.
At any time during the tax year, were there any transfers between the partnership and its partners subject to the
disclosure requirements of Regulations section 1.707-8? . . . . . . . . . . . . . . . . . . .
Since December 22, 2017, did a foreign corporation directly or indirectly acquire substantially all of the properties
constituting a trade or business of your partnership, and was the ownership percentage (by vote or value) for
purposes of section 7874 greater than 50% (for example, the partners held more than 50% of the stock of the
foreign corporation)? If “Yes,” list the ownership percentage by vote and by value. See instructions.
Percentage:
By vote:
By value:
Is the partnership required to file Form 7208 relating to the excise tax on repurchase of corporate stock (see
instructions):

27
28

29
a

Under the applicable foreign corporation rules?

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Form 1065 (2023)

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Form 1065 (2023)

Schedule B

Other Information (continued)

Yes

No

b Under the covered surrogate foreign corporation rules?
. . . . . . . . . . . . . . . . . . .
If “Yes” to either (a) or (b), complete Form 7208, Excise Tax on Repurchase of Corporate Stock. See the
Instructions for Form 7208.
30

At any time during this tax year, did the partnership (a) receive (as a reward, award, or payment for property or
services); or (b) sell, exchange, or otherwise dispose of a digital asset (or financial interest in a digital asset)? See
instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31

Is the partnership electing out of the centralized partnership audit regime under section 6221(b)? See instructions
If “Yes,” the partnership must complete Schedule B-2 (Form 1065). Enter the total from Schedule B-2, Part III,
line 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
If “No,” complete Designation of Partnership Representative below.

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Designation of Partnership Representative (see instructions)
Enter below the information for the partnership representative (PR) for the tax year covered by this return.
Name of PR
U.S. address
of PR

U.S. phone
number of PR

If the PR is an entity, name of the designated individual for the PR
U.S. address of
designated individual

U.S. phone number of
designated individual

Form 1065 (2023)

Page 5

Form 1065 (2023)

Other Information

Alternative
InterMinimum Tax
national
(AMT) Items

Credits

SelfEmployment

Deductions

Income (Loss)

Schedule K
1
2
3a
b
c
4
5
6

Total amount

Ordinary business income (loss) (page 1, line 23) . . . . . . . . . . . . . . .
1
Net rental real estate income (loss) (attach Form 8825) . . . . . . . . . . . . .
2
Other gross rental income (loss) . . . . . . . . . . . . .
3a
Expenses from other rental activities (attach statement) . . . . .
3b
Other net rental income (loss). Subtract line 3b from line 3a . . . . . . . . . . . .
3c
Guaranteed payments: a Services 4a
b Capital 4b
c Total. Add lines 4a and 4b . . . . . . . . . . . . . . . . . . . . . .
4c
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Dividends and dividend equivalents: a Ordinary dividends . . . . . . . . . . . .
6a
b Qualified dividends 6b
c Dividend equivalents 6c
Royalties
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Net short-term capital gain (loss) (attach Schedule D (Form 1065)) . . . . . . . . . .
8
Net long-term capital gain (loss) (attach Schedule D (Form 1065)) . . . . . . . . . .
9a
Collectibles (28%) gain (loss) . . . . . . . . . . . . . .
9b
Unrecaptured section 1250 gain (attach statement)
. . . . . .
9c
Net section 1231 gain (loss) (attach Form 4797) . . . . . . . . . . . . . . . .
10
Other income (loss) (see instructions) Type:
11
Section 179 deduction (attach Form 4562) . . . . . . . . . . . . . . . . .
12
Cash contributions . . . . . . . . . . . . . . . . . . . . . . . . .
13a
Noncash contributions . . . . . . . . . . . . . . . . . . . . . . . .
13b
13c
Investment interest expense . . . . . . . . . . . . . . . . . . . . . .
(1) Type:
(2) Amount: 13d(2)
Section 59(e)(2) expenditures:
Other deductions (see instructions) Type:
13e
Net earnings (loss) from self-employment . . . . . . . . . . . . . . . . . .
14a
Gross farming or fishing income . . . . . . . . . . . . . . . . . . . . .
14b
Gross nonfarm income . . . . . . . . . . . . . . . . . . . . . . . .
14c
Low-income housing credit (section 42(j)(5)) . . . . . . . . . . . . . . . . .
15a
Low-income housing credit (other) . . . . . . . . . . . . . . . . . . . .
15b
Qualified rehabilitation expenditures (rental real estate) (attach Form 3468, if applicable) . .
15c
Other rental real estate credits (see instructions) Type:
15d
Other rental credits (see instructions) Type:
15e
Other credits (see instructions) Type:
15f

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7
8
9a
b
c
10
11
12
13a
b
c
d
e
14a
b
c
15a
b
c
d
e
f
16

Partners’ Distributive Share Items

17a
b
c
d
e
f
18a
b
c
19a
b
20a
b
c
21

Attach Schedule K-2 (Form 1065), Partners’ Distributive Share Items—International, and check
this box to indicate that you are reporting items of international tax relevance . . . . .
Post-1986 depreciation adjustment . . . . . .
Adjusted gain or loss
. . . . . . . . . .
Depletion (other than oil and gas)
. . . . . .
Oil, gas, and geothermal properties—gross income
Oil, gas, and geothermal properties—deductions .
Other AMT items (attach statement) . . . . . .
Tax-exempt interest income . . . . . . . .
Other tax-exempt income . . . . . . . . .
Nondeductible expenses . . . . . . . . .
Distributions of cash and marketable securities . .
Distributions of other property
. . . . . . .
Investment income . . . . . . . . . . .
Investment expenses . . . . . . . . . .
Other items and amounts (attach statement)
Total foreign taxes paid or accrued . . . . . .

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17a
17b
17c
17d
17e
17f
18a
18b
18c
19a
19b
20a
20b

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21
Form 1065 (2023)

Page 6

Form 1065 (2023)

Analysis of Net Income (Loss) per Return
1

Net income (loss). Combine Schedule K, lines 1 through 11. From the result, subtract the sum of
Schedule K, lines 12 through 13e, and 21 . . . . . . . . . . . . . . . . . . . .
1
(i) Corporate
(ii) Individual
(iii) Individual
(iv) Partnership
(v) Exempt
2
Analysis by
(active)
(passive)
Organization
partner type:
a General partners
b Limited partners

TREASURY/IRS
AND OMB USE
ONLY DRAFT
June 23, 2023
DO NOT FILE

Schedule L
1
2a
b
3
4
5
6
7a
b
8
9a
b
10a
b
11
12a
b
13
14
15
16
17
18
19a
b
20
21
22

(vi)
Nominee/Other

Balance Sheets per Books

Beginning of tax year
(a)
(b)

Assets
Cash . . . . . . . . . . . . . . . .
Trade notes and accounts receivable . . . . . .
Less allowance for bad debts . . . . . . . .
Inventories . . . . . . . . . . . . . .
U.S. Government obligations . . . . . . . .
Tax-exempt securities
. . . . . . . . . .
Other current assets (attach statement) . . . . .
Loans to partners (or persons related to partners)
.
Mortgage and real estate loans
. . . . . . .
Other investments (attach statement) . . . . . .
Buildings and other depreciable assets . . . . .
Less accumulated depreciation . . . . . . .
Depletable assets . . . . . . . . . . . .
Less accumulated depletion
. . . . . . . .
Land (net of any amortization) . . . . . . . .
Intangible assets (amortizable only) . . . . . .
Less accumulated amortization
. . . . . . .
Other assets (attach statement) . . . . . . .
Total assets . . . . . . . . . . . . . .
Liabilities and Capital
Accounts payable . . . . . . . . . . . .
Mortgages, notes, bonds payable in less than 1 year
Other current liabilities (attach statement) . . . .
All nonrecourse loans . . . . . . . . . . .
Loans from partners (or persons related to partners) .
Mortgages, notes, bonds payable in 1 year or more .
Other liabilities (attach statement) . . . . . . .
Partners’ capital accounts . . . . . . . . .
Total liabilities and capital . . . . . . . . .

Schedule M-1

End of tax year

(c)

(d)

Reconciliation of Income (Loss) per Books With Analysis of Net Income (Loss) per Return

Note: The partnership may be required to file Schedule M-3. See instructions.
Net income (loss) per books . . . .
6
Income recorded on books this year not included
on Schedule K, lines 1 through 11 (itemize):
2
Income included on Schedule K, lines 1, 2, 3c,
a Tax-exempt interest $
5, 6a, 7, 8, 9a, 10, and 11, not recorded on
books this year (itemize):
3
Guaranteed payments (other than health
7
Deductions included on Schedule K,
insurance) . . . . . . . . . .
lines 1 through 13e, and 21, not charged
against book income this year (itemize):
4
Expenses recorded on books this year
a Depreciation $
not included on Schedule K, lines 1
through 13e, and 21 (itemize):
a Depreciation $
8
Add lines 6 and 7 . . . . . . . .
b Travel and entertainment $
9
Income (loss) (Analysis of Net Income
5
Add lines 1 through 4 . . . . . .
(Loss), line 1). Subtract line 8 from line 5

1

Schedule M-2
1
2
3
4
5

Analysis of Partners’ Capital Accounts

Balance at beginning of year . .
Capital contributed: a Cash . .
b Property .
Net income (loss) (see instructions)
Other increases (itemize):
Add lines 1 through 4 . . . . .

.
.
.
.
.

6
7
8
9

Distributions: a Cash
. .
b Property .
Other decreases (itemize):

.
.

.
.

.
.

.
.

Add lines 6 and 7 .

.

.

.

.

.

.

.

Balance at end of year. Subtract line 8 from line 5
Form 1065 (2023)