Forms 8804, 8805 and 8813: Section 1446 Withholding for an LLC With Foreign Partners

Which form does what under section 1446? Form 8813 is the voucher that goes with each installment payment. Form 8804 is the annual return that reports the partnership's total section 1446 liability. Form 8805 is a statement for each foreign partner, and it is how that partner claims credit for the tax paid. The instructions for Forms 8804, 8805 and 8813 (Rev. December 2026) say all three go to one address in Ogden, Utah, and that Forms 8804 and 8805 are filed separately from Form 1065.

This guide is about the forms: who files them, when, where, who signs and what goes wrong, for owners of US LLCs who live abroad. The general rule (when the withholding applies, and at what rate) is in our guide on section 1446 withholding for foreign partners, which we do not repeat. We reviewed the "Instructions for Forms 8804, 8805, and 8813 (Rev. December 2026)" and the December 2026 revisions of the three forms, as available on IRS.gov on November 15, 2026. The IRS "About" page for the form shows a different label for the instructions, so rely on the revision printed on the PDF before you file. The revision is for tax years beginning in 2026 and later; use the matching revision for earlier years.

Not legal or tax advice. This is general information based on the official IRS texts listed at the end. Melya is a tax return preparation firm, not a law firm, and prepares forms for your signature; it does not represent you before the IRS. Nothing here covers the tax rules of your country of residence.

In short:

• Form 8813: a payment voucher sent with each of the four installments, due the 15th day of the 4th, 6th, 9th and 12th months of the partnership's tax year.
• Form 8804: the annual return, due the 15th day of the 3rd month after year end (the 6th month if the books are kept outside the US and Puerto Rico).
• Form 8805: one per foreign partner. The partnership attaches a copy to Form 8804 and gives a copy to the partner, who attaches it to their own US return.
• Where: Internal Revenue Service Center, P.O. Box 409101, Ogden, UT 84409.
• Not the same as the K-1: the Schedule K-1 reports the partner's share of income; the Form 8805 reports the withholding credit.

The forms at a glance

For a calendar-year partnership the installment dates work out to April 15, June 15, September 15 and December 15 (our reading of "15th day of the 4th, 6th, 9th, and 12th months"), and Form 8804 is due March 15 of the following year. The instructions add that if a due date falls on a Saturday, Sunday or legal holiday, you file by the next business day.

Does your LLC have to file Form 8804?

Start with the Form 1065. Schedule B, question 14, of the Form 1065 instructions asks whether the partnership had any foreign partners for purposes of section 1446(a) at any time during the year. These instructions say that a partnership with effectively connected gross income and foreign partners "may be required to withhold" and "file Forms 8804, 8805, and 8813". Our guide to Form 1065 for foreign-owned multi-member LLCs covers the return.

The Form 8804 instructions set the filing test: every partnership other than a publicly traded partnership "that has effectively connected gross income (ECGI) allocable to a foreign partner must file a Form 8804, regardless of whether it had ECTI allocable to a foreign partner". The forms must be filed "even if the partnership has no withholding tax liability under section 1446".

A single-owner LLC that is ignored for tax purposes has no partners, so there is no Form 8804; these forms concern an LLC taxed as a partnership. Whether income is "effectively connected" is a facts question, explained in our guide on effectively connected income; it decides whether any of these forms is needed.

A publicly traded partnership uses Forms 1042, 1042-S and 1042-T instead, and interest or dividends are "independently subject to withholding" under sections 1441 and 1442. Our guide to Form 1042-S explains that form.

Step 1: identify each partner as foreign or not

The partnership relies on certificates: Forms W-8BEN, W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, Form W-9, or an acceptable substitute. If a partner does not provide a requested Form W-9, "the partnership can presume the partner is foreign". A W-8 is valid only if its validity period has not expired, the partner signed it under penalties of perjury and it is complete. Which W-8 fits which partner is in our W-8 forms guide and the W-8BEN-E guide.

Step 2: get a US taxpayer number for each foreign partner

Each Form 8805 must show the partner's US TIN (line 1b): a Social Security number or an ITIN for an individual, a US EIN for an entity. The instructions point to Form W-7 for an ITIN; see our guide on getting an ITIN from abroad. A partner without a number does not remove the payment duty: the partnership must pay "even if it doesn't have a U.S. TIN for that partner".

The partnership needs an EIN too. If it has none when it sends its first Form 8813, enter the date it applied on line 1 and send the number to the IRS once received.

Step 3: pay the installments with Form 8813

Form 8813 is one page: the partnership's EIN, the amount of the payment and the partnership's name and address. The instructions describe two ways to pay:

• Check or money order payable to the "United States Treasury", mailed with the voucher. Write the partnership's EIN, the tax year and "Form 8813" on the check, and do not staple the voucher to it.
• EFTPS, the Electronic Federal Tax Payment System. Even then, Forms 8804 and 8805 "must still be filed (and Form 8813, as applicable)".

The amount of each installment is the sum of the installments for each foreign partner, generally figured with Form 8804-W, and Publication 515 says payments are made in US currency. The rates (generally 37% for non-corporate and 21% for corporate foreign partners) are in the section 1446 guide. If an installment was reduced because the partnership relied on a partner's Form 8804-C or took the state and local tax reduction, documentation must be attached, and the voucher must be filed for that period "even if no section 1446 withholding tax is due".

Step 4: tell the partners within 10 days

With each installment the partnership must notify each foreign partner of the tax paid for them, within 10 days of the installment due date or, if paid, the date the payment is made. Regulations section 1.1446-3(d)(1)(i) requires no particular form, but the notice must include the partnership's and the partner's names, TINs and addresses, the annualized ECTI estimated for the partner and the tax paid so far. The regulation lists exceptions; check it before skipping a notice.

Step 5: file Form 8804 and the Forms 8805

Form 8804 reports the total liability for the year, the installments paid and any balance, which is paid with the return. It gives the number of foreign partners (line 3a), the number of Forms 8805 attached (line 3b) and, new in the December 2026 revision, the total effectively connected gross income allocable to foreign partners (line 3d).

For each foreign partner, the partnership completes a Form 8805. The main entries are:

• Lines 1a to 1h, 3 and 4: the partner's name, US TIN and address, the type of partner, and the two-letter code of the country where the partner is a tax resident.
• Line 8b: check it if some ECTI is treated as exempt from US tax for that partner by a treaty, a reciprocal exemption or a provision of the Code.
• Line 9: the ECTI allocable to the partner, before the state and local or Form 8804-C reductions.
• Line 10: the total tax credit allowed under section 1446, which the partner claims on their own return (the form names Form 1040-NR and Form 1120-F).

When is a Form 8805 required? One for "each partner for whom it paid section 1446 tax", and also, per the instructions, when the partnership took the state and local reduction or relied on a Form 8804-C, "even if no tax is paid". Publication 515 says the same. A Form 8805 also goes to any US person erroneously subjected to withholding.

The December 2026 revision removed copies B, C and D of Form 8805. The partnership attaches a copy of every Form 8805 to its Form 8804 and gives a copy to the partner, who attaches it to their US federal income tax return.

Who signs, and where it goes

Who signs Form 8804. The instructions say "the partnership can designate a partner or limited liability company (LLC) member to sign Form 8804". If a partner or LLC member completes the form, the paid preparer's space stays blank. If a paid preparer completes it, the preparer signs, fills the "Paid Preparer Use Only" area with a valid PTIN (never an SSN), and gives the partnership a copy of the return.

Where to file. One address for Forms 8804, 8805 and 8813:

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

The Form 7004 instructions list the same box for Form 8804. The instructions describe mailing and paying by check, money order or EFTPS; we found no description of electronic filing of the forms themselves, so check IRS.gov/Form8804 before using any other method. Form 1065 has its own filing instructions.

Extension. Form 7004 (form code 31 is Form 8804) asks for more time to file, not to pay: the instructions say to pay the estimated balance with it "to avoid a late payment penalty". See our Form 7004 guide for the form.

Corrections. File a new Form 8804, write "Amended" in the top margin and "Corrected" on any Forms 8805 attached.

Form 8805 versus the Schedule K-1

The two documents are different and one does not replace the other.

• The Schedule K-1 (Form 1065) goes with the partnership return and shows the partner's share of income, deductions and credits. Our guide on the K-1 for a non-resident partner explains it.
• The Form 8805 goes with Form 8804 and shows the ECTI and the section 1446 tax credit. It is the document the foreign partner attaches to their US return to claim that credit.

They also work together: the instructions say the partnership must give the partner "a statement (generally, Schedule K-1 (Form 1065)...)" listing each type of ECTI on line 9 of the Form 8805. The partner "can't claim an early refund" of section 1446 tax. Whether a foreign owner files a US return is covered in our 1040-NR guide.

Common mistakes

1. Waiting for distributions. Installments are due whether or not the LLC pays anything out.
2. Treating a missing W-8 or W-9 as "no foreign partner". The partnership can presume the partner is foreign.
3. Filing Form 8804 with the Form 1065. File them separately, to the Ogden address.
4. Thinking Form 7004 extends payment. It extends filing only.
5. Skipping Form 8805 because no tax was paid. It can still be required, and the treaty exemption is reported on it.
6. Leaving out the partner's TIN. The IRS needs it to credit the right person.
7. Reducing withholding without attachments. The instructions say the partnership "must attach all applicable items".
8. Ignoring the 10-day partner notice.

What happens if the forms are late

The instructions describe these consequences; they do not say whether they would apply to your LLC.

• Late Form 8804: generally 5% of the unpaid tax per month or part of a month, up to 25%, unless the partnership shows reasonable cause.
• Late payment: generally one half of 1% of the unpaid tax per month or part of a month, up to 25%, plus interest.
• Each Form 8805: separate penalties for failing to file a correct form or to give the partner a correct copy (sections 6721 and 6722); the dollar amounts are on IRS.gov/InflationAdjustment.
• Failure to withhold and pay over: a civil penalty under section 6672 equal to the amount that should have been withheld.

If you receive a notice, send an explanation then; the instructions say not to attach one when filing Form 8804. For the separate Form 5472 penalty, see our penalty relief guide.

Do it yourself: Forms 8804, 8805 and 8813, step by step

This is a summary for an LLC taxed as a partnership with foreign partners and a calendar tax year. The official instructions control. Melya does not promise to prepare these forms for your case; see the last section.

Your checklist

1. ☐ Confirm the LLC is taxed as a partnership and has effectively connected gross income allocable to a foreign partner (Form 8804 instructions, who must file).
2. ☐ Collect a Form W-8 or W-9 from every partner and decide who is foreign (instructions, certificates).
3. ☐ Get a US TIN for each foreign partner and an EIN for the LLC (Form 8805, line 1b; Form 8813, line 1).
4. ☐ Figure each partner's installment, generally with Form 8804-W (instructions).
5. ☐ Send a Form 8813 with each payment: April 15, June 15, September 15 and December 15 (Form 8813 filing rule).
6. ☐ Notify each foreign partner within 10 days of each installment due date, or of the payment date if the installment is paid (26 CFR 1.1446-3(d)(1)(i)).
7. ☐ Complete one Form 8805 per foreign partner (Form 8805).
8. ☐ Complete Form 8804 with the Forms 8805 attached; pay any balance (Form 8804).
9. ☐ Have it signed by a partner or LLC member, or by the paid preparer with a PTIN. Due March 15 of the next year (the 15th day of the 6th month if the partnership keeps its books outside the United States and Puerto Rico and checks the box at the top of Form 8804; the next business day if the date falls on a weekend or holiday); for more time, file Form 7004 (code 31) before that date and pay the estimated balance with it (instructions; Form 7004).
10. ☐ Mail Forms 8804 and 8805 to P.O. Box 409101, Ogden, UT 84409, separately from Form 1065; give each partner a copy of their Form 8805; keep a copy (instructions).

Which form holds what

Read the instructions line by line before filling in lines 4 and 5 of Form 8804.

How Melya can help

Melya prepares the Form 1065 with each partner's K-1, K-2 and K-3 ($599 for up to 2 partners, $99 per additional partner), and the Multi-Founder Partnership bundle ($749 for 2 partners) for LLCs with two or more foreign owners. Forms 8804, 8805 and 8813 are not part of our fixed-price list. If your LLC may need them, we confirm in writing, before any work starts, whether Melya prepares them for your case and what that would cost. If a paid preparer completes Form 8804, the instructions require the preparer's signature and PTIN. Melya signs as paid preparer only; it does not represent clients before the IRS, does not give legal advice and does not advise on the tax rules of your country of residence.

Frequently asked questions

Does every LLC with a foreign partner have to file Form 8804?

The instructions say every partnership other than a publicly traded partnership with effectively connected gross income allocable to a foreign partner must file it, even with no section 1446 tax to pay. Whether income is effectively connected depends on the facts.

Is Form 8805 the same as the Schedule K-1?

No. The K-1 comes with the Form 1065 and shows the partner's share. The Form 8805 comes with the Form 8804 and shows the section 1446 credit; the partner attaches it to their US return.

When is Form 8804 due?

The 15th day of the 3rd month after year end (March 15 for a calendar year), or the 6th month if the books are kept outside the United States and Puerto Rico. Form 7004 asks for more time to file, not to pay.

Where do I send Forms 8804, 8805 and 8813?

Internal Revenue Service Center, P.O. Box 409101, Ogden, UT 84409. Paying through EFTPS does not remove the filing of Forms 8804 and 8805.

Who signs Form 8804 for an LLC?

The partnership can designate a partner or LLC member. If a paid preparer completes the form, the preparer signs and gives a PTIN.

Official sources

• IRS, Instructions for Forms 8804, 8805, and 8813 (Rev. December 2026): who must file, who signs, when and where to file, installments, reporting to partners, penalties, line-by-line instructions. Also Form 8804, Form 8805 and Form 8813.
• IRS, Publication 515 (2026): Partnership Withholding on ECTI, Reporting and Paying the Tax.
• eCFR, 26 CFR 1.1446-3: installment payments, notification to partners, crediting the tax.
• IRS, Instructions for Form 1065: Schedule B, question 14.
• IRS, Instructions for Form 7004: form code for Form 8804 and the filing address.
• IRS, About Form 8804.