rp-19-32.pdf

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Part III – Administrative, Procedural, and Miscellaneous

Six-Month Extension to File Form 1065 and Furnish Schedules K-1 Granted to Eligible
Partnerships

Rev. Proc. 2019-32

SECTION 1. PURPOSE
This revenue procedure grants an extension of time to eligible partnerships to file
a superseding Form 1065, U.S. Return of Partnership Income, and furnish a
corresponding Schedule K-1 (Form 1065), Partner’s Share of Income, Deductions,
Credits, etc., to each of its partners. This relief only applies to partnerships satisfying
the requirements of section 3 of this revenue procedure that, for the applicable taxable
year: (1) have not elected the application of section 6221(b) of the Internal Revenue
Code (Code), (2) have timely filed Form 1065, and (3) have timely furnished all
Schedules K-1 required to be furnished (without regard to the extensions of time
provided by this revenue procedure).
SECTION 2. BACKGROUND
Section 1101(a) of the Bipartisan Budget Act of 2015 (BBA), P.L. 114-74, Title XI
(November 2, 2015), removed subchapter C of chapter 63 of subtitle F of the Code
effective for partnership taxable years beginning after December 31, 2017. Prior to the

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enactment of the BBA, subchapter C of chapter 63 contained the unified partnership
audit and litigation rules enacted by the Tax Equity and Fiscal Responsibility Act of 1982
(TEFRA), P.L. 97–248 (September 3, 1982), that were commonly referred to as the
TEFRA partnership procedures. Section 1101(c) of the BBA replaced the TEFRA
partnership procedures with a centralized partnership audit regime that, in general,
determines, assesses, and collects tax at the partnership level. The centralized
partnership audit procedures enacted by the BBA are found at sections 6221 through
6241 of the Code. The centralized partnership audit procedures apply to all
partnerships, unless the partnership makes a valid election under section 6221(b) not to
have those procedures apply. Only certain partnerships that are required to issue fewer
than 100 Schedules K-1 are eligible to make the election under section 6221(b).
Partnerships subject to the centralized partnership audit regime are referred to as BBA
partnerships.
Section 6222(a) of the Code requires partners in a BBA partnership to treat
partnership-related items, as defined in section 6241 and the corresponding regulations,
consistently on the partner’s return with how the BBA partnership treated such items on
its return. This consistency requirement applies to partners that are pass-through
entities, such as partnerships and S corporations, as well as non-pass-through persons,
such as individuals and C corporations.
Section 6031(a) of the Code requires every partnership to file a return for each
taxable year stating specifically the items of its gross income and the deductions
allowable by subtitle A of the Code and such other information as required by forms and
regulations, including information about the partners in the partnership. For a

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partnership, the return required by section 6031(a) is the Form 1065, which includes
Schedules K-1. Schedule K-1 provides the name of the partner and the partner’s
distributive share of taxable income and other information related to the partner
regarding the partnership. Section 6031(b) requires that a partnership required to file a
return under section 6031(a) furnish a copy of the Schedule K-1 to each partner that
includes such information as may be required to be shown by regulations. In general,
section 6031(b) also prohibits BBA partnerships from amending the information required
to be furnished to its partners after the due date of the return.
Section 6072(b) of the Code provides that the deadline for filing Form 1065 and
furnishing Schedules K-1 to partners is generally the fifteenth day of the third month
after the end of the partnership’s taxable year. For a calendar-year partnership this
deadline is March 15. Section 6081(a) of the Code permits the Secretary of the
Treasury or his delegate to grant a reasonable extension of time, generally no more
than six months, for filing any return, statement, or other required document. Generally,
to receive an extension of time to file a return, § 1.6081-2(b) of the Income Tax
Regulations provides that a partnership must submit an application before the date
prescribed for filing the Form 1065 (taking into account certain extensions). Certain
partnerships that keep their records and books of account outside the United States and
Puerto Rico are granted a three-month extension automatically without submitting an
application under § 1.6081-5T(a)(1). This three-month extension runs concurrently with
any six-month extension granted under § 1.6081-2.
For calendar-year partnerships that timely request a six-month extension, the
extended deadline is September 15. A partnership that files its Form 1065 and

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furnishes Schedules K-1 to its partners prior to the deadline for filing the Form 1065
(including extensions) may file a superseding Form 1065 and furnish corresponding
Schedules K-1 to its partners prior to the deadline, including extensions. Joint
Committee on Taxation, General Explanation of Tax Legislation Enacted in 2015 (March
2016) (JCT Bluebook), JCS-1-16, at 82 (“Schedules K-1 . . . may not be amended after
the due date of the partnership return . . . [but] [t]he due date takes into account the
permitted extension period.”). A timely filed superseding Form 1065 is considered the
original return of the partnership. See, e.g., Haggar Co. v. Helvering, 308 U.S. 389,
395-96 (1940); Rev. Rul. 78-256, 1978-1 C.B. 438 (amended corporate return filed
before due date including extensions is the corporation’s return for that taxable year for
purposes of estimated tax penalties).
Taxable years of partnerships beginning in 2018 were the first taxable years for
which the centralized partnership audit regime was mandatory and the first taxable
years for which restrictions on amending Schedules K-1 under section 6031(b) were
effective.
The Department of the Treasury and the Internal Revenue Service (IRS) are
aware that many BBA partnerships requested an extension of the filing deadline and
may file an original Form 1065 (and furnish original Schedules K-1 to their partners) or a
superseding Form 1065 (and furnish corresponding Schedules K-1 to their partners)
until the extended due date for the 2018 taxable year. Generally, if any partners filed
returns for the 2018 taxable year prior to receiving an original or revised Schedule K-1
from a BBA partnership, those partners may amend their returns if inconsistent with the
Schedule K-1.

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However, certain BBA partnerships timely filed Form 1065 for the 2018 taxable
year and timely furnished Schedules K-1 to their partners. Some partnerships that
already filed Form 1065 for the 2018 taxable year may have made errors, including not
properly reporting all of the required information on the Schedules K-1. These BBA
partnerships, having timely filed, did not request an extension of the deadline to file and,
due to the restrictions on amending Schedules K-1 under section 6031(b), may not
amend the Schedules K-1, including for the 2018 taxable year. The ability of the
partners of such BBA partnerships to amend their own returns for the 2018 taxable year
is not affected by the restrictions under section 6031(b); however, if the partner is a BBA
partnership, the restrictions under section 6031(b) may apply.
SECTION 3. RELIEF PROVIDED TO ELIGIBLE BBA PARTNERSHIPS
.01 Scope. The filing and furnishing extensions provided by section 3.02 of this
revenue procedure apply to BBA partnerships described in section 3.03 of this revenue
procedure for the taxable years described in section 3.04 of this revenue procedure.
.02 Relief. The IRS will treat the timely filing of Form 1065 by a BBA partnership
described in section 3.03 of this revenue procedure as a timely and appropriately filed
request for a six-month extension of the deadline to file the Form 1065.
BBA partnerships that timely filed a Form 1065 and timely furnished all required
Schedules K-1 (without regard to the extensions of time provided by this revenue
procedure) may file a superseding Form 1065 and furnish corresponding Schedules K-1
before the expiration of the extended deadline.

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.03 Eligible BBA partnerships. The filing and furnishing extensions provided in
section 3.02 of this revenue procedure are available only to BBA partnerships that
timely filed Form 1065 and timely furnished Schedules K-1 prior to application of this
revenue procedure and also file a superseding Form 1065 and furnish corresponding
Schedules K-1 on or before the date that is six-months after the non-extended deadline.
For purposes of section 6222, the superseding return replaces any prior return for the
taxable year for purposes of determining the partnership’s treatment of partnership-
related items.
.04 Eligible taxable years. The filing and furnishing extensions provided in this
revenue procedure apply only to partnership taxable years that ended prior to the
issuance of this revenue procedure and for which the extended due date for such
partnership taxable year is after July 25, 2019.
SECTION 4. PROCEDURE
To take advantage of the relief provided by section 3 of this revenue procedure,
file a superseding Form 1065 and furnish corresponding Schedules K-1 in the same
manner as the original return and Schedules K-1 and write on the top of the
superseding Form 1065 “SUPERSEDING FORM 1065 PURSUANT TO REVENUE
PROCEDURE 2019-32.”
SECTION 5. DRAFTING INFORMATION
The principal author of this revenue procedure is Alexander Wu of the Office of
the Associate Chief Counsel (Procedure and Administration). For further information,
please contact 202-317-6845 (not a toll free call).