Specific — Instruction 8865 — Instructions for Form

Important: All information must be in English. All amounts must be stated in U.S. dollars.

If the information required in a given section exceeds the space provided within that section, attach a separate statement(s) to provide the remaining information, using the same size and format as the printed forms.

Fill in all applicable lines and schedules. All Categories of filers must complete all items on pages 1 and 2, with three exceptions. Complete item E only if, in addition to filing the form on your own behalf, you are reporting information about other Category 1 filers under the multiple Category 1 filers exception, or you are reporting information about members of your affiliated group of corporations under the consolidated return exception. Only Category 1 and 2 filers are required to complete item H8. See Exceptions to Filing , earlier.

6 Instructions for Form 8865 (2025)

Answer items H10 and H11 only if you are a Category 1 filer.

Tax Year Enter in the space below the title of Form 8865 the tax year of the foreign partnership that ended with or within the tax year of the person filing this form. Category 1 or 2 filers must report information for the tax year of the foreign partnership that ends with or within their tax years. A Category 3 or 4 filer must report on Schedule O or P, respectively, transactions that occurred during that filer’s tax year (rather than during the partnership’s tax year).

Identifying Numbers and Addresses Enter the identifying number of the person filing this return. Use an employer identification number (EIN) to identify partnerships, corporations, and estates or trusts. For individuals, use a social security number (SSN) or other identification number.

Include the suite, room, or other unit number after the street address. If the post office doesn’t deliver mail to the street address and the U.S. person has a P.O. box, show the box number instead.

Foreign address. Enter the information in the following order: city or town, state or province, and country. Follow the country’s practice for entering the postal code, if any. Don’t abbreviate the country name.

Item A. Category of Filer Check the box for each category that describes the person filing the form. If more than one category applies, check all boxes that apply. See Categories of Filers , earlier.

Item C Enter the filer’s share of nonrecourse liabilities, partnership-level qualified nonrecourse financing, and other liabilities. Nonrecourse liabilities are those liabilities of the partnership for which no partner bears the economic risk of loss. The extent to which a partner bears the economic risk is determined under the rules of Regulations section 1.752-2.

“Qualified nonrecourse financing” generally includes financing:

For which no one is personally liable for repayment;
That is borrowed for use in an activity of holding real property; and
That is borrowed from a qualified person (defined in section 49(a)(1)(D)(iv)) or is lent or guaranteed by a federal, state, or local government.

See section 465(b)(6) for more information on qualified nonrecourse financing.

Item D. Identification of Common Parent If the person filing the form is a member of a consolidated group, but not the parent, list the name, address, and EIN of the filer’s common parent.

Item E Check the item E checkbox only if the Form 8865 filer also files Form 8938, Statement of Specified Foreign Financial

Assets, for the tax year and includes this form in the total number of Forms 8865 reported on Form 8938, Part IV, line 19. For more information, see the Instructions for Form 8938, generally, and in particular, Duplicative reporting and Part IV . Excepted Specified Foreign Financial Assets .

Item F

Information about certain partners. If you are reporting information about other persons under the multiple Category 1 filers exception, or are reporting information about members of your affiliated group of corporations under the consolidated return exception (see Exceptions to Filing , earlier), identify each such person in item F. List their names, addresses, and identifying numbers. Also, indicate whether each person is a Category 1 filer or Category 2 filer, and whether such person constructively owned an interest in the foreign partnership during the tax year of the partnership listed at the top of Form 8865, page 1. See Constructive ownership, earlier.

Item G1 For the foreign partnership’s address, enter the city or town, the state or province, and the foreign country in that order. Follow the foreign country’s practice in placing the postal code in the address. Don’t abbreviate the country name. If the partnership receives its mail in care of a third party (such as an accountant or attorney), enter “C/O” followed by the third party’s name and street address or P.O. box.

Item G2(a) If the foreign partnership has an EIN, enter it here. Don’t enter “FOREIGNUS” or “APPLIED FOR.” If the partnership has no EIN, item G2(b) must be completed.

Item G2(b) A reference ID number (defined below) is required in item G2(b) only in cases where no EIN was entered in item G2(a) for the foreign partnership. However, filers are permitted to enter both an EIN in item G2(a) and a reference ID number in item G2(b). If applicable, enter the reference ID number you have assigned to the foreign partnership identified in item G1.

A “reference ID number” is a number established by or on behalf of the U.S. person identified at the top of page 1 of the form that is assigned to a foreign partnership for which Form 8865 reporting is required. These numbers are used to uniquely identify the foreign partnership in order to keep track of the partnership from tax year to tax year.

The reference ID number must meet the requirements below. Don’t enter “FOREIGNUS” or “APPLIED FOR” with respect to the reference ID number.

Note: Because reference ID numbers are established by or on behalf of the U.S. person filing Form 8865, there is no need to apply to the IRS to request a reference ID number or for permission to use these numbers.

Note: Generally, the reference ID number assigned to a foreign partnership on Form 8865 has relevance only on Form 8865, its schedules, and any other form that is

Instructions for Form 8865 (2025) 7

attached to or associated with Form 8865, and should not be used for that foreign partnership on other IRS forms. However, the foreign partnership’s reference ID number should also be entered on Form 8858, Information Return of U.S. Persons With Respect to Foreign Disregarded Entities (FDEs) and Foreign Branch (FBs), if the foreign partnership is listed as a tax owner of a foreign disregarded entity on Form 8858. See the instructions for Form 8858, line 3c(2), for more information.

Requirements

The reference ID number that is entered in item G2(b) must be alphanumeric (defined below) and no special characters or spaces are permitted. The length of a given reference ID number is limited to 50 characters.

For these purposes, the term “alphanumeric” means the entry can be alphabetic, numeric, or any combination of the two.

The same reference ID number must be used consistently from tax year to tax year for a given foreign partnership. If for any reason a reference ID number falls out of use (for example, the foreign partnership no longer exists due to disposition or liquidation), the reference ID number used for that foreign partnership cannot be used again for another foreign partnership for purposes of Form 8865 reporting.

There are some situations that warrant correlation of a new reference ID number with a previous reference ID number when assigning a new reference ID number to a foreign partnership. For example:

In the case of a merger or acquisition, a Form 8865 filer must use a reference ID number which correlates the previous reference ID number with the new reference ID number assigned to the foreign partnership; or
In the case of an entity classification election that is made on behalf of the foreign partnership on Form 8832, Regulations section 301.6109-1(b)(2)(v) requires the foreign partnership to have an EIN for this election. For the first year that Form 8865 is filed after an entity classification election is made on behalf of the foreign partnership on Form 8832, the new EIN must be entered in item G2(a) of Form 8865 and the old reference ID number must be entered in item G2(b). In subsequent years, the filer may continue to enter both the EIN in item G2(a) and the reference ID number in item G2(b), but must enter at least the EIN in item G2(a).

You must correlate the reference ID numbers as follows: New reference ID number (space) Old reference ID number. If there is more than one old reference ID number, you must enter a space between each such number. As indicated above, the length of a given reference ID number is limited to 50 characters and each number must be alphanumeric and no special characters are permitted.

Note: This correlation requirement applies only to the first year the new reference ID number is used.

Item G6. Principal Business Activity Code

If the foreign partnership filed Form 1065. Enter the business code number (principal business activity code) shown in item C of the Form 1065 filed by the partnership.

If the foreign partnership did not file Form 1065. Enter the applicable principal business activity code from Codes for Principal Business Activity and Principal Product or Service at the end of these instructions. If the information necessary to apply the total receipts test is not available, pick a principal business activity code using the information you have about the partnership.

Item G8a. Functional Currency Enter the foreign partnership’s functional currency. See sections 985 through 989 and the regulations thereunder. If the partnership had more than one qualified business unit (QBU), described in Regulations section 1.989(a)-1(b)(2)(ii), attach a statement identifying each QBU, its country of operation, and its functional currency. A QBU under Regulations section 1.989(a)-1(b)(2)(ii) is any separate and clearly identified unit of a trade or business of the partnership which maintains separate books and records.

Hyperinflationary exception. A partnership that has a hyperinflationary currency as its functional currency is subject to special rules set forth in Regulations section 1.985-3. Generally, under these rules, a partnership must use the U.S. dollar as its functional currency.

Item G8b. Exchange Rate When translating functional currency to U.S. dollars, you must use the method specified in sections 985 through 989 and the regulations thereunder. But, regardless of the specific method required, all exchange rates must be reported using a “divide-by convention” rounded to at least four places. That is, the exchange rate must be reported in terms of the amount by which the functional currency amount must be divided in order to reflect an equivalent amount of U.S. dollars. As such, the exchange rate must be reported as the units of foreign currency that equal one U.S. dollar, rounded to at least four places. Don’t report the exchange rate as the number of U.S. dollars that equals one unit of foreign currency.

Note: You must round the result to more than four places if failure to do so would materially distort the exchange rate or the equivalent amount of U.S. dollars.

Item H2 If the foreign partnership was required to file Form 1065 for the partnership’s tax year listed at the top of page 1 of Form 8865, check the applicable box and enter the Internal Revenue Service Center where the form was or will be filed (or enter “electronic filing” if the form was or will be filed electronically). Also, check the applicable box(es) if the foreign partnership was required to file (for its tax year) Form 8804, Annual Return for Partnership Withholding Tax (Section 1446); or (for the calendar year ending with or within the foreign partnership’s tax year) Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons.

8 Instructions for Form 8865 (2025)

Item H5 Section 267A disallows a deduction for certain interest or royalty paid or accrued in agreement with a hybrid arrangement, to the extent that, under the foreign tax law, there isn’t a corresponding income inclusion (including long-term deferral). In the case of a filer that is a tax resident of the United States (for example, a domestic corporation or citizen of the United States), report in item H5 the total amount of interest and royalty paid or accrued by the foreign partnership for which your distributive share of deductions is disallowed under section 267A. In the case of a filer that isn’t a tax resident of the United States (for example, a domestic partnership), only report in item H5 the portion of your distributive share of interest and royalty paid or accrued by the foreign partnership for which you know, or have reason to know, that one or more of your owners aren’t allowed a deduction under section 267A. For additional information about section 267A, including the application of section 267A in the case of payments by a partnership, see IRS.gov/Businesses/ Partnerships/FAQs-for-Form-1065-Schedule-B-Other- Information-Question-22 .

Item H6 Answer “Yes” to item H6 if the partnership is a section 721(c) partnership. If the answer is “Yes,” see the specific instructions for Schedules G and H, relating to the gain deferral method, and, if applicable, Schedule O, relating to the contribution of property during the tax year. See Section 721(c) partnership , earlier.

Item H8 Note: Only Category 1 and 2 filers are required to complete item H8.

Enter the number of Forms 8858 attached to Form 8865. A disregarded entity is an entity that is disregarded as an entity separate from its owner under Regulations section 301.7701-2(c)(2). The partnership is the tax owner of the foreign disregarded entity if it is treated as owning the assets and liabilities of the foreign disregarded entity for purposes of U.S. income tax law.

If the foreign partnership is the tax owner of a foreign disregarded entity or operates a foreign branch and you are a Category 1 or 2 filer of Form 8865, complete and attach Form 8858 to Form 8865. For more information, see the Instructions for Form 8858. In addition, if the foreign partnership is required to attach Form 8858 to Form 8865, the amounts reported on certain schedules on Form 8858 must be included in determining the amounts reported on the equivalent schedules as follows.

IF amounts were reported on the following Schedule on Form 8858...	THEN take those amounts into account (converting from GAAP to tax as necessary) when determining the amounts to be reported on this Schedule on Form 8865...
Schedule C	Schedule B.
Schedule F	Schedule L.
Schedule J	Schedule K-2, Part III, Section 4.
Schedule M	Schedule N.

Item H10. Separate Units Note: Only Category 1 filers (or indirect partners that are filing the constructive ownership exception statement) are required to answer items H10a and H10b, if applicable. Answer “Yes” to item H10a if the filer is a domestic corporation and (a) the partnership is a hybrid entity; or (b) the filer, through its interest in the partnership, indirectly owns an interest in a hybrid entity or indirectly carries on a business operation outside the United States that, if carried on by a U.S. person, would constitute a foreign branch (as defined in Regulations section 1.367(a)-6T(g) (1)). Under Regulations section 1.1503(d)-1(b)(3), a “hybrid entity” means an entity that isn’t taxable as an association for U.S. federal tax purposes, but is subject to an income tax of a foreign country as a corporation (or otherwise at the entity level) either on its worldwide income or on a residence basis. If the answer to item H10a is “No,” skip item H10b.

See Regulations section 1.1503(d)-1(b)(4) for more information on separate units, including information on when two or more individual separate units are combined and treated as one separate unit. If you answer “Yes” to item H10b, then, for each separate unit that has a dual consolidated loss, attach a statement that sets forth (a) the identity and country of operation of the separate unit or, in the case of a combined separate unit, the identity and country of operation of each individual separate unit that is treated as part of the combined separate unit; and (b) the amount of the dual consolidated loss. See Regulations section 1.1503(d)-5 for rules on determining the amount of a dual consolidated loss attributable to a separate unit.

Item H11 Note: Only Category 1 filers are required to answer item H11.

Answer “Yes” to item H11 if the partnership meets both of the requirements shown on the form. “Total receipts” is defined as the sum of gross receipts or sales (Schedule B, line 1a); all other income reported on Schedule B (lines 4 through 7); income reported on Schedule K, lines 3a, 5, 6a, and 7; income or net gain reported on Schedule K, lines 8, 9a, 10, and 11; and income or net gain reported on Form 8825, Rental Real Estate Income and Expenses of a Partnership or an S Corporation, lines 2, 19, and 20a.

Item H12 Check “Yes” on item H12a if the filer of this Form 8865 is claiming a deduction under section 250 for foreign-derived

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intangible income (FDII), and enter the amounts requested on items H12b, H12c, and H12d. Enter U.S. dollar amounts on items H12b, H12c, and H12d, translated from functional currency at the average exchange rate for the foreign partnership’s tax year. See section 989(b).

The reported amounts should provide information for transactions between the filer of the Form 8865 and the foreign partnership. See Form 8993 and its instructions for information on the section 250 deduction. If no deduction is being claimed, check “No.”

Item H14 Answer “Yes” if at any time during the year there were transfers between the partnership and its partners subject to the disclosure requirements of Regulations section 1.707-8. For certain transfers that are presumed to be sales, the partnership or the partners must comply with the disclosure requirements in Regulations section 1.707-8. Generally, disclosure is required when:

Certain transfers to a partner are made within 2 years of a transfer of property by the partner to the partnership;
Certain debt is incurred by a partner within 2 years of the earlier of (a) a written agreement to transfer, or (b) a transfer of the property that secures the debt, if the debt is treated as a qualified liability; or
Transfers from a partnership to a partner occur which are the equivalent to those listed in (1) or (2) above.

The disclosure must be made on the transferor partner’s return using Form 8275, Disclosure Statement, or on an attached statement providing the same information. When more than one partner transfers property to a partnership under a plan, the disclosure may be made by the partnership rather than each partner.

Signature

Filer. Don’t sign Form 8865 if you are filing it as an attachment to your income tax return. Sign the return only if you are filing Form 8865 separately because you aren’t required to file a U.S. income tax return. See When and Where To File, earlier, for more information.

Paid preparer. Don’t sign Form 8865 or complete the paid preparer section at the bottom of the form if Form 8865 is filed as an attachment to an income tax return. Sign Form 8865 and complete the paid preparer section only if Form 8865 is filed separately.