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.

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 Form 1065, Schedule K, line 6a, and each member’s distributive share in box 6a of Schedule K-1 (Form 1065). 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, an 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 won’t 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.

Note: Notwithstanding the preceding, a partnership that is, or has a branch that is, a qualified derivatives dealer (QDD) must file Form 1065. See Qualified derivatives dealers (QDDs), later.

Foreign Partnerships Generally, a foreign partnership that has gross income that is (or is treated as) effectively connected with the conduct of a trade or business within the United States (effectively connected income) or has gross income derived from sources in the United States (U.S. source income) 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. partnership items.

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.

Note: Notwithstanding the preceding, a partnership that is, or has a branch that is, a QDD must file Form 1065. See Qualified derivatives dealers (QDDs) , later.

Exception for foreign partnerships with U.S. partners. A return isn’t required if:

• The partnership had no effectively connected income during its tax year;

• 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).

Exception for foreign partnerships with no U.S. partners and no effectively connected income. A foreign partnership with U.S. source income isn’t required to file a return if it meets the following requirements.

• The partnership had no effectively connected income during its tax year.

• The partnership had no U.S. partners at any time during its tax year.

• The partnership isn’t a withholding foreign partnership as defined in Regulations section 1.1441-5(c)(2)(i).

• All required Forms 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons, and 1042-S, Foreign Person’s U.S. Source Income Subject to Withholding, were filed by the partnership or another withholding agent as required by Regulations sections 1.1461-1(b) and (c).

• The tax liability of each 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.

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 Form 1065 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.

Qualified derivatives dealers (QDDs) A partnership that is, or has a branch that is, a QDD (QDD partnership) must file Form 1065 even if it wouldn’t be required to file otherwise. A QDD partnership must attach a statement (QDD statement) to its Form 1065 with certain required information as provided in section 7.01(C) of the qualified intermediary agreement in Rev. Proc. 2022-43, 2022-52 I.R.B. 570. If the only reason the partnership is filing Form 1065 is because it’s a QDD partnership, then the only information it must provide on Form

4 Instructions for Form 1065 (2025)

1065 in addition to the QDD statement is its tax year, name, address, and EIN; and it must check item G on page 1 of Form 1065. While a partnership is generally required to use an EIN, if the only reason the partnership is filing Form 1065 is because it’s a QDD partnership and it doesn’t have an EIN, it may use its QI-EIN instead.