Instructions For Forms 8804, 8805, And 8813

However, this requirement does not

partnership will be liable under section

widely held partnership (a partnership

apply to a partnership treated as a

1461 for any failure to pay the

that has more than 200 partners,

corporation under the general rule of

withholding tax under section 1446 for

including a publicly traded partnership),

may rely on the information provided to

section 7704(a). Effectively connected

the tax year in which it learned that the

taxable income is defined on page 3.

certification is false. However, the

it by partners on a Form 1001,

partnership will not be liable for

Ownership, Exemption, or Reduced Rate

Withholding Agents

penalties for failure to make timely

Certificate; Form W-8, Certificate of

payments of installments of section

Foreign Status; or Form W-9, Request

General partners and limited liability

1446 withholding tax that were due prior

for Taxpayer Identification Number and

company members are jointly and

to the time it learned that the

Certification.

severally liable as withholding agents for

certification was false.

Also, a widely held partnership may

the partnership. For ease of reference,

Duration of certification.—A

rely on a certification under penalties of

these instructions refer to various

partnership may rely on a partner’s

perjury from a nominee about the

requirements applicable to withholding

certification of nonforeign status until the

nonforeign status of partners owning

agents as requirements applicable to

earliest of:

partnership interests through the

partnerships themselves.

nominee. No particular form is required

1. The end of the 3rd year after the

for this certification, but it should identify

tax year of the partnership during which

Determining If a Partner Is a

the partner for whom the certification is

the certification was obtained;

Foreign Person

made and indicate the basis for the

2. The date the partnership receives

certification. When making a

A partnership must determine if any

notice from the partner that it has

certification, a nominee may also rely on

become a foreign person; OR

partner is a foreign person subject to

a certification of nonforeign status

section 1446. Under section 1446, a

3. The date the partnership learns that

provided by a foreign partner, or

foreign person is a nonresident alien

the partner is, or has become, a foreign

information provided on Forms 1001,

individual, foreign corporation, foreign

person.

W-8, or W-9. A nominee and a

partnership, or foreign trust or estate. A

Form of certification.—No particular

partnership may not rely on any of those

partnership may determine a partner’s

form is required for certification of

forms after the date that the forms must

status by relying on a certification of

nonforeign status, nor is any particular

be re-executed, nor on a certification of

nonforeign status or by any other

language required. However, the

nonforeign status based on an election

means.

certification must:

under section 897(i).

Certification of Nonforeign Status

1. State that the partner is not a

A partnership that relies in good faith

foreign person;

on a certification of nonforeign status or

In general, a partnership may determine

Forms 1001, W-8, or W-9 in determining

2. State the partner’s name, U.S.

that a partner is not a foreign person by

nonforeign status will not be held liable

taxpayer identifying number, and home

obtaining a certification of nonforeign

for payment of the tax, any applicable

address (for individuals) or office address

status from the partner. A partnership

penalties, or interest. However, if a

(for entities);

that has obtained this certification may

partnership learns that any of these

3. State that the partner will notify the

rely on it to establish the nonforeign

forms contain false information, it may

partnership within 60 days of a change

status of a partner. See below.

no longer rely on the form and will be

to foreign status; AND

Effect of certification.—A partnership

liable under section 1461 for any failure

4. Be signed by or for the partner

that has obtained a certification of

to pay the withholding tax under section

under penalties of perjury.

nonforeign status according to the rules

1446 for the tax year in which it

in these instructions may rely on the

An individual’s identifying number is

obtained that knowledge. The

certification to determine that the

the individual’s social security number

partnership will not be liable for

partner is not subject to withholding, but

(or any other taxpayer identification

penalties for failure to make timely

only if the partnership does not know

number that may have been assigned to

payments of installments of the section

that the certification is false. If a

a foreign individual by the IRS). Any

1446 withholding tax that were due prior

partnership relies in good faith on the

other person’s identifying number is its

to the time it learned that the

certification, but it is later determined

U.S. employer identification number.

information it properly relied on was

that the certification was false, the

false.

A certification of nonforeign status

partnership will not be held liable for

must be verified as true and signed

For a widely held partnership, the

payment of the tax, any applicable

under penalties of perjury by a

documentation used to determine the

penalties, or interest. A certification that

responsible corporate officer for a

nonforeign status of a partner must be

satisfies the requirements of these

corporation that is a partner, by a

kept until the end of the 5th tax year

instructions will also satisfy the

general partner for a partnership that is

following the last tax year in which the

requirements for a certificate of

a partner, and by a trustee, executor, or

partnership properly relied on the

nonforeign status under section 1445.

equivalent fiduciary for a trust or estate

documentation.

If a partnership learns that the

that is a partner. A certification of

certification is false, it will not be entitled

Use of Means Other Than

nonforeign status may also be signed by

to rely on that certification any time after

Certification

a person authorized under a properly

obtaining that knowledge. For this

executed power of attorney, provided

A partnership is not required to obtain a

purpose, the knowledge of any general

the power of attorney accompanies the

certification of nonforeign status. It may

partner will be imputed to the

certification.

rely on other means to learn the

partnership to cause a withholding

How long to keep the certifications.—

nonforeign status of the partner. But if

liability. The knowledge of one of its

A partnership must keep a certification

the partnership relies on other means

limited partners will not be imputed to a

of nonforeign status until the end of the

and erroneously determines that the

partnership based solely on that

5th tax year after the last tax year in

partner was not a foreign person, the

partner’s status as a limited partner. For

which the partnership relied on the

partnership will be held liable for

a limited liability company or other entity

certification.

payment of the tax, any applicable

classified as a partnership for Federal

Special rule for widely held

penalties, and interest. A partnership is

income tax purposes, any member with

partnerships.—In addition to relying on

not required to rely on other means to

authority to manage or bind the entity is

a certification of nonforeign status, a

determine the nonforeign status of a

treated as a general partner. Also, the

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Instructions For Forms 8804, 8805, And 8813 - 1994 Page 2

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