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IRS Form 1065SB2 is used by partnerships that elect out of the centralized partnership audit regime. It must be completed if a partnership has 100 or fewer eligible partners for the tax year.
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IRS Form 1065SB2 is used by partnerships that elect out of the centralized partnership audit regime. It must be completed if a partnership has 100 or fewer eligible partners for the tax year.
Plain English
This form allows certain partnerships to opt out of a standard IRS review process, which can speed up their filing. By completing Form 1065SB2, the partnership confirms it meets specific partner criteria and lists all its members and related S corporation shareholders.
Submission Date
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Partnership elects out but has more than 15 partners
Part IV must be used to list additional eligible partners beyond the first 15.
✓ Check Part I and Part IV.
REMIC electing out of audit regime
This form is attached to Form 1066 for REMICs when making this election.
✓ Check attachment requirements on Form 1066.
Partnership has only S corporation partners as eligible partners
Part II must be completed to list the names and U.S. TINs of each S corporation that is a partner.
✓ Ensure all S corp shareholders are counted when determining eligibility.
A partnership must file Form 1065SB2 for every tax year the election is effective. This form must be attached to a timely filed Form 1065, including any extensions granted.
Checklist
Eligibility Count
Number of Schedules K-1 issued by partnership + number of S corp partners' K-1s to shareholders · Instructions p. 1
Eligible Partner Type
Individual (Code I) · Instructions p. 1
S Corporation Shareholder Count
All shareholders of each S corporation that is a partner · Form p. 1 / Instructions p. 1
Required Attachment
Schedule B-2 (Form 1065) · Instructions p. 1
Partner Name/TIN
Partner's name and correct U.S. TIN · Part I, Column 1 & 2
Ineligible Partner Type
Trust (or any other ineligible type) · Instructions p. 1
Field map
Entity Info
2 items
Full legal name of the corporation and its Employer Identification Number.
Current mailing address and date of incorporation.
Income
3 items
Total revenue from business operations before deducting costs.
Direct costs attributable to producing goods sold by the corporation.
Gross receipts minus cost of goods sold and returns/allowances.
Deductions
1 items
Sum of all business expenses including compensation, rent, interest, taxes, and depreciation.
Tax
2 items
Total income minus total deductions.
Tax calculated on taxable income using the applicable corporate tax rate, minus any credits.
Signatures
1 items
An authorized corporate officer must sign and date the return.
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Fillable formOpen in Editor->The current edition is December 2018; readers should check IRS.gov/Form1065 for the latest information regarding developments related to this form.
Quick Facts
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Who counts as a partner for the eligibility limit?
The partnership must include all shareholders of each S corporation that is a partner in its count.
→ Verify all S corp shareholders are included when determining if the total is 100 or fewer.
When do you use Form 1065SB2?
Partnerships must complete and attach this form to their Form 1065 for every tax year the election is being made.
→ Ensure it accompanies the return for the specific tax year in question.
Does an S corporation partner count as one person or multiple people?
The partnership must include all shareholders of that S corporation when counting partners.
→ Review Part I/II to see how many individual shareholder lines are listed for each S corp partner.
What if my partnership is a REMIC?
It must complete Form 1065SB2 and attach it to its Form 1066 return.
→ Check the form title; if it's not explicitly labeled as an 'ordinary' partnership, confirm it is a REMIC filing.
Where do you report the final partner count?
The total from Line 3 of Form 1065SB2 must be included on Form 1065, Schedule B, Question 25.
→ Cross-reference the number written on Form 1065SB2, Part III, Line 3 with the corresponding field on Form 1065.
Do you need to list S corp partners separately?
Yes, the instructions indicate that while they are counted in the total, they should be included on Line 1 of Part I (and then listed in Part II).
→ Ensure the name and TIN for each S corporation partner are at the top of the page grouping their shareholders.
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This form allows certain partnerships to opt out of a standard IRS review process, which can speed up their filing. By completing Form 1065SB2, the partnership confirms it meets specific partner criteria and lists all its members and related S corporation shareholders.
Partnerships, Trusts, Foreign entities not treated as C corporations if they were domestic entities, Disregarded entities described in Regulations 301.7701-2(c)(2)(i), Estates of individuals other than those of deceased partners, and Persons that hold an interest in the partnership on behalf of another person must complete this form.
Part I lists all eligible partners with their TINs; Part II details S corporation shareholders for each partner; Part III totals the required Schedules K-1; Parts IV and V provide continuations if there are many partners or shareholders.
The partnership must complete this form for every tax year that the election is to be effective, and it must be attached to a timely filed Form 1065 (or Form 1066 for a REMIC).
This form must be attached to the Form 1065 return itself; specific routing instructions are not detailed in the excerpts provided.
First, list all eligible partners on Part I and their TINs. Next, detail S corporation shareholders in Part II (and use Part V if over 12). Then, calculate and report the total number of required Schedules K-1 on Part III. Finally, complete Parts IV or V as needed for continuation.
If the partnership does not complete Form 1065SB2 correctly, the IRS may determine that the election out of the centralized partnership audit regime is not valid.
The partnership must include all shareholders of each S corporation that is a partner in its count. Verify all S corp shareholders are included when determining if the total is 100 or fewer.
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