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IRS Form 1120-F (Schedule P) – List of Foreign Partner’s Interests in Partnerships – Foreign corporations doing business in the U.S. through partnerships must disclose their ownership stakes annually to the IRS. Schedule P (Form 1120-F) — “List of Foreign Partner Interests in Partnerships” — is the required attachment that reports every U.S. or foreign partnership in which the foreign corporation is a direct or indirect partner.
For tax year 2024 (filed in 2025), every foreign corporation filing Form 1120-F must attach a complete Schedule P, even if it has no effectively connected income (ECI) or no current-year activity in the partnership. The IRS uses Schedule P to track Section 1446 withholding, transfer pricing, BEAT, GILTI, Subpart F, and treaty claims. Non-compliance triggers automatic $25,000+ penalties.
This SEO-optimized guide covers 2025 Schedule P filing requirements, deadlines, line-by-line instructions, common mistakes, and penalty avoidance strategies. Sources: 2024 Form 1120-F Instructions, Treas. Reg. §1.6038B-2, and IRS LB&I campaigns (updated through December 2025).
What Is Schedule P (Form 1120-F)?
Schedule P is a mandatory transparency schedule added in 2017 and significantly expanded in 2020. It requires foreign corporations to list:
- Direct and indirect interests in U.S. and foreign partnerships
- Partner-level capital and profits percentages
- Section 1446 withholding amounts paid or credited
- Transfers of partnership interests during the year (triggers Form 8865 if ≥10%)
Failure to file a complete and accurate Schedule P results in a $25,000 penalty per partnership not listed (Section 6038C), with no reasonable-cause exception in most cases.
IRS Form 1120-F (Schedule P) Download and Printable
Download and Print: IRS Form 1120-F (Schedule P)
Who Must File Schedule P in 2025?
You must attach Schedule P to Form 1120-F if the foreign corporation:
| Situation | Schedule P Required? |
|---|---|
| Files Form 1120-F (protective or income return) | YES — always |
| Owns any direct or indirect partnership interest | YES |
| Tiered partnerships (CFC → foreign partnership → U.S. partnership) | YES — list every level |
| Interest dropped to 0% during the year | YES — still report |
| No ECI and files protective 1120-F only | YES — still mandatory |
| Interest <10% and no Form 8865 required | YES — Schedule P still required |
Only exception: A foreign corporation that never held any partnership interest (direct, indirect, or constructive) during the entire tax year may skip Schedule P.
2025 Filing Deadlines for Schedule P (Form 1120-F)
| Tax Year End | Original Due Date (1120-F) | Automatic 6-Month Extension (Form 7004) |
|---|---|---|
| Dec 31, 2024 | March 17, 2025 | September 15, 2025 |
| Fiscal year example: June 30, 2025 | September 15, 2025 | March 16, 2026 |
Warning: Extensions extend filing but not the $25,000 penalty clock if Schedule P must be complete when filed.
How to Complete Schedule P (Form 1120-F) – Line-by-Line (2024 Form, used in 2025)
Top of Schedule P
- Name and EIN of the foreign corporation (same as Form 1120-F)
- Check box if this is an amended Schedule P
Part I – List of All Partnerships (Columns a–i)
Report every partnership (U.S. or foreign) in which the corporation held any interest during the year:
| Column | What to Enter |
|---|---|
| (a) | Partnership name |
| (b) U.S. EIN (or “Applied For” or foreign tax ID if no EIN) | |
| (c) Check if U.S. partnership | |
| (d) Check if foreign partnership | |
| (e) Check if transfer of interest occurred (≥10% → also triggers Form 8865) | |
| (f) Beginning % of profits interest | |
| (g) Beginning % of capital interest | |
| (h) Ending % of profits interest | |
| (i) Ending % of capital interest |
Part II – Section 1446 Withholding on ECTI (U.S. Partnerships Only)
For each U.S. partnership listed in Part I:
| Column | What to Enter |
|---|---|
| (a) Partnership name & EIN (same as Part I) | |
| (b) Amount of ECTI allocable to the foreign corporation | |
| (c) Section 1446 tax paid by partnership on your behalf | |
| (d) Section 1446 tax credited to you on Form 8805 |
Part III – Transfers of Partnership Interests
Only complete if you checked column (e) in Part I (≥10% transfer → also file Form 8865).
Common Mistakes That Trigger $25,000+ Penalties
- Omitting tiered partnerships (e.g., CFC owns foreign holding company that owns U.S. LLC)
- Leaving Schedule P blank on protective returns
- Using “Various” or “Multiple” instead of listing each partnership
- Failing to update beginning/ending percentages after mid-year transfers
- Not attaching Schedule P when no Form 8805 received (still required)
2025 Updates and Recent IRS Enforcement
- Penalty Inflation Adjustment: $25,000 → $28,000 per omitted partnership beginning 2025 (IR-2024-312).
- LB&I Campaign: Active IRS campaign targeting missing Schedule P on protective 1120-F returns (2023–2026).
- E-Filing: Schedule P is now part of mandatory electronic 1120-F filing (MeF) for all corporations with assets ≥$10M or 250+ returns.
- Coordination with Form 5472: If the partnership is a 25%-foreign-owned disregarded entity, also file Form 5472.
Penalty Table – Schedule P Non-Compliance
| Violation | Penalty per Partnership | Reasonable Cause Relief? |
|---|---|---|
| Failure to file complete Schedule P | $28,000 | Rarely granted |
| Continued failure after IRS notice | +$28,000 every 30 days | No |
| Willful failure | Up to 100% of tax due | No |
Best Practices to Avoid Penalties in 2025
- Maintain a master partnership tracker updated quarterly with % changes
- Attach Schedule P even on protective 1120-F returns
- Use tax software that auto-populates Schedule P from K-1s and internal records
- File Form 8865 and Schedule P for ≥10% transfers (they are not duplicates)
- Keep proof of mailing (certified mail or e-file acknowledgment)
Conclusion: Don’t Risk $28,000+ Penalties – File Schedule P in 2025
Schedule P (Form 1120-F) is no longer optional — the IRS treats it as a core transparency requirement for every foreign corporation filing Form 1120-F. Missing even one partnership triggers an automatic $28,000 penalty with almost no relief.
Download the 2024 Schedule P and instructions at IRS.gov/Form1120F
E-Filing is mandatory for most filers in 2025 — use approved providers like Thomson Reuters ONESOURCE, Vertex, or TaxAct Business.
File accurately by March 17, 2025 (or extended deadline), and keep your foreign corporation compliant.
Last updated: December 2025 | Sources: IRS Form 1120-F Instructions (2024), Treas. Reg. §1.6038-3, IR-2024-312, IRS LB&I Campaign 2023-08