Purpose of Form

Form 8288 is used to report and transmit amounts withheld on certain dispositions and distributions that are subject to sections 1445 and 1446(f)(1). It is also used to report and transmit amounts withheld under section 1446(f)(4) or to claim a credit or refund for amounts withheld under section 1446(f)(4) for transfers occurring on or after January 1, 2023.

Section 1445 withholding. A withholding obligation under section 1445 is generally imposed on the buyer or other transferee (withholding agent) when a U.S. real property interest (USRPI) is acquired from a foreign person. The withholding obligation also applies to foreign and domestic corporations, qualified investment entities (QIEs), and the fiduciaries of certain trusts and estates that make certain distributions. This withholding serves to collect U.S. tax that may be owed by the foreign person.

Tip: If an exception applies, you may be required to withhold at a reduced rate or you may not be required to withhold. See Exceptions to Section 1445 Withholding, later.

Section 1446(f)(1) withholding. Section 1446(f)(1) generally imposes a withholding obligation on the buyer or other transferee (withholding agent) on a transfer of an interest in a partnership (including a distribution made with respect to such interest) by a foreign person (transferor) if:

1. The transferor realized a gain on the sale, and
2. Any portion of the gain would be treated under section 864(c)(8) as effectively connected with the conduct of a trade or business within the United States.

Tip: If an exception applies, you may be required to withhold at a reduced rate or you may not be required to withhold. See Exceptions to Section 1446(f)(1) Withholding on Transfers of Non-PTP Interests , later.

Section 1446(f)(4) withholding. Section 1446(f)(4) generally imposes a withholding obligation on a partnership that makes a distribution with respect to the transferee of a partnership interest that failed to withhold the required amount under section 1446(f)(1). A transferee may claim a refund for the excess amount if the partnership has withheld amounts in excess of the tax and interest owed by the transferee.

Tip: If an exception applies, the partnership may not be required to withhold. See Exceptions to Section 1446(f)(4) Withholding, later.

Instructions for Form 8288 (Rev. 1-2026) Catalog Number 57528F Nov 4, 2025 Department of the Treasury Internal Revenue Service www.irs.gov

When not to use Forms 8288 and 8288-A. Do not use Forms 8288 and 8288-A to report and pay over these withheld amounts for any of the following. Instead, use Forms 1042 and 1042-S.

1. A distribution with respect to gains from the disposition of a USRPI from a trust that is regularly traded on an established securities market is subject to section 1445 but is not reported on Forms 8288 and 8288-A.
2. A dividend distribution by a QIE to a nonresident alien or a foreign corporation that is attributable to gains from sales or exchanges of a USRPI by the QIE. However, a dividend distribution by a QIE is not subject to withholding under section 1445 as a gain from the sale or exchange of a USRPI if:

• Applying for reduction or elimination of withholding, see Withholding certificate issued by the IRS , later.

3. Credit the amount withheld among the foreign transferors as they mutually agree. The transferors must request that the withholding be credited as agreed upon by the 10th day after the date of transfer. If no agreement is reached, credit the withholding by evenly dividing it among the foreign transferors.

Joint transferors. If one or more foreign persons and one or more U.S. persons jointly transfer a USRPI, you must determine the amount subject to withholding in the following manner.

1. Allocate the amount realized from the transfer among the transferors based on their capital contribution to the property. For this purpose, a husband and wife are treated as having contributed 50% each.

2. Withhold on the total amount allocated to foreign transferors.

a. The distribution is on stock regularly traded on a securities market in the United States, and

b. The nonresident alien or foreign corporation did not own more than 10% (for dispositions and distributions before December 17, 2015, did not own more than 5% of such stock in the case of a real estate investment trust (REIT)) of that stock at any time during the 1-year period ending on the date of the distribution.

The dividend distribution, however, may be subject to withholding under section 1441 or 1442.

3. A distribution of effectively connected taxable income by a PTP that is subject to the withholding requirements of section 1446(a).

4. The transfer of a PTP interest (including a distribution made with respect to the PTP interest) that is subject to withholding under section 1446(f)(1).