Title 26, Internal Revenue CodeRelease 119-110
§6225 Partnership Adjustment by Secretary
Title 26 › Subtitle F — Procedure and Administration › CHAPTER 63 — ASSESSMENT › Subchapter C — Treatment of Partnerships › PART II — PARTNERSHIP ADJUSTMENTS › § 6225
Summary
When the Secretary adjusts a partnership’s tax items for a past year, the partnership must pay any “imputed underpayment” in the adjustment year. If the adjustments do not create an imputed underpayment, the partnership must simply reflect the changes in the adjustment year. The imputed underpayment is worked out by adding up (netting) the partnership’s adjustments for the reviewed year and applying the highest tax rate that applied that year. If an adjustment just moves income from one partner to another and would lower the imputed underpayment, that part is ignored. Adjustments are first netted within each category of items that must be reported separately. Also, any adjustment that would lower the imputed underpayment but could be limited or disallowed under other tax rules generally won’t be counted unless the Secretary allows it. The Secretary must make rules so partners can reduce the imputed underpayment by either filing amended partner returns that take the partnership adjustments into account and paying any tax, or by paying the tax and providing required information and agreements instead of filing amended returns. For reallocations, all affected partners must meet these rules. Amounts allocated to tax-exempt partners are ignored when computing the imputed underpayment. A lower tax rate can apply to parts of the adjustment that belong to C corporations or to individuals for capital gains or qualified dividends, with rules to figure how much. Publicly traded partnerships get special treatment for certain passive loss decreases. The Secretary can create more procedures as needed. Anything filed to rely on these procedures must be sent within 270 days after the notice of proposed partnership adjustment is mailed, unless the Secretary agrees to more time. Any change to the imputed underpayment must be approved by the Secretary. Reviewed year means the partnership year the item relates to. Adjustment year means the partnership year when the court decision becomes final, an administrative adjustment request is made, or the final adjustment notice is mailed.
Full Legal Text
Title 26, §6225
Internal Revenue Code, Source: USLM XML via OLRC
(a)In general
In the case of any adjustments by the Secretary to any partnership-related items with respect to any reviewed year of a partnership—
(1)if such adjustments result in an imputed underpayment, the partnership shall pay an amount equal to such imputed underpayment in the adjustment year as provided in section 6232, and
(2)if such adjustments do not result in an imputed underpayment, such adjustments shall be taken into account by the partnership in the adjustment year.
(b)Determination of imputed underpayments
For purposes of this subchapter—
(1)In general
Except as otherwise provided in this section, any imputed underpayment with respect to any reviewed year shall be determined by the Secretary by—
(A)appropriately netting all partnership adjustments with respect to such reviewed year, and
(2)Adjustments to distributive shares of partners not netted
In the case of any adjustment which reallocates the distributive share of any item from one partner to another, such adjustment shall be taken into account by disregarding so much of such adjustment as results in a decrease in the amount of the imputed underpayment.
(3)Adjustments separately netted by category
For purposes of paragraph (1)(A), partnership adjustments for any reviewed year shall first be separately determined (and netted as appropriate) within each category of items that are required to be taken into account separately under section 702(a) or other provision of this title.
(4)Limitation on adjustments that may be taken into account
If any adjustment would (but for this paragraph)— (A)
(B)could be subject to any additional limitation under the provisions of this title (or not allowed, in whole or in part, against ordinary income) if such adjustment were taken into account by any person,
such adjustment shall not be taken into account under paragraph (1)(A) except to the extent otherwise provided by the Secretary.
(c)Modification of imputed underpayments
(1)In general
The Secretary shall establish procedures under which the imputed underpayment amount may be modified consistent with the requirements of this subsection.
(2)Procedures for partners to take adjustments into account
(A)Amended returns of partners
Such procedures shall provide that if—
(i)one or more partners file returns for the taxable year of the partners which includes the end of the reviewed year of the partnership (and for any taxable year with respect to which any tax attribute is affected by reason of any adjustment referred to in clause (ii)),
(ii)such returns take into account all adjustments under subsection (a) properly allocable to such partners (and the effect of such adjustments on any tax attributes), and
(iii)payment of any tax due is included with such returns,
then the imputed underpayment amount shall be determined without regard to the portion of the adjustments so taken into account.
(B)Alternative procedure to filing amended returns
Such procedures shall provide that, with respect to any partner referred to in subparagraph (A), the requirements of subparagraph (A) shall be treated as satisfied with respect to adjustments properly allocable to such partner if, in lieu of filing the returns described in such subparagraph— (i)
(ii)the partner agrees to take into account, in the form and manner prescribed by the Secretary, the adjustments to the tax attributes of such partner referred to in subparagraph (A)(ii), and
(iii)such partner provides, in the form and manner specified by the Secretary (including, if the Secretary so specifies, in the same form as on an amended return), such information as the Secretary may require to carry out this subparagraph.
(C)Reallocation of distributive share
In the case of any adjustment which reallocates the distributive share of any item from one partner to another, this paragraph shall apply with respect to any such partner only if the requirements of subparagraph (A) or (B) are satisfied with respect to all partners affected by such adjustment.
(D)Application of statute of limitations
In the case of adjustments referred to in subparagraph (A)(ii), section 6501 and 6511 shall not apply with respect to any return filed for purposes of subparagraph (A)(i) or any amount paid under subparagraph (A)(iii) or (B)(i).
(E)Adjustments to tax attributes binding for affected taxable years of partner
The adjustments to the tax attributes of any partner provided for in subparagraph (A)(ii) or (B)(ii) shall be binding with respect to the taxable year of the partner which includes the end of the reviewed year of the partnership and any taxable years for which any tax attribute is affected by such adjustment. Any failure to so treat any such tax attribute shall be treated for purposes of this title in the same manner as a failure to treat a partnership-related item in a manner which is consistent with the treatment of such item on the partnership return within the meaning of section 6222.
(F)Application to partnerships and S corporations in tiered structures
(i)In general
In the case of any partnership any partner of which is a partnership, subparagraph (A) or (B) may apply with respect to any partner (hereafter in this subparagraph referred to as the “relevant partner”) in the chain of ownership of such partnerships if—
(I)such information as the Secretary may require is furnished to the Secretary for purposes of carrying out this paragraph with respect to such partnerships (including any information the Secretary may require with respect to any chain of ownership of the relevant partner), and
(II)to such extent as the Secretary may require, each partnership in the chain of ownership between the relevant partner and the audited partnership satisfies the requirements of subparagraph (A) or (B).
(ii)Treatment of S corporations
For purposes of clause (i), an S corporation and its shareholders shall be treated in the same manner as a partnership and its partners.
(F)1 Adjustments not treated as amended return
An administrative adjustment request under section 6227 and a partnership adjustment tracking report under section 6226(b)(4)(A) shall not be treated as a return for purposes of this paragraph.
(3)Tax-exempt partners
Such procedures shall provide for determining the imputed underpayment without regard to the portion of the adjustment that the partnership demonstrates is allocable to a partner that would not owe tax by reason of its status as a tax-exempt entity (as defined in section 168(h)(2)).
(4)Modification of applicable highest tax rates
(A)In general
Such procedures shall provide for taking into account a rate of tax lower than the rate of tax described in subsection (b)(1)(A) with respect to any portion of the adjustment that the partnership demonstrates is allocable to a partner which—
(i)is a C corporation, or
(ii)in the case of a capital gain or qualified dividend, is an individual.
In no event shall the lower rate determined under the preceding sentence be less than the highest rate in effect with respect to the income and taxpayer described in clause (i) or clause (ii), as the case may be. For purposes of clause (ii), an S corporation shall be treated as an individual.
(B)Portion of imputed underpayment to which lower rate applies
(i)In general
Except as provided in clause (ii), the portion of the imputed underpayment to which the lower rate applies with respect to a partner under subparagraph (A) shall be determined by reference to the partners’ distributive share of items to which the imputed underpayment relates.
(ii)Rule in case of varied treatment of items among partners
If the imputed underpayment is attributable to the adjustment of more than 1 item, and any partner’s distributive share of such items is not the same with respect to all such items, then the portion of the imputed underpayment to which the lower rate applies with respect to a partner under subparagraph (A) shall be determined by reference to the amount which would have been the partner’s distributive share of net gain or loss if the partnership had sold all of its assets at their fair market value as of the close of the reviewed year of the partnership.
(5)Certain passive losses of publicly traded partnerships
(A)In general
In the case of a publicly traded partnership (as defined in section 469(k)(2)), such procedures shall provide—
(i)for determining the imputed underpayment without regard to the portion of the adjustment that the partnership demonstrates is attributable to a net decrease in a specified passive activity loss which is allocable to a specified partner, and
(ii)for the partnership to take such net decrease into account as an adjustment in the adjustment year with respect to the specified partners to which such net decrease relates.
(B)Specified passive activity loss
For purposes of this paragraph, the term “specified passive activity loss” means, with respect to any specified partner of such publicly traded partnership, the lesser of— (i)
(ii)such passive activity loss so determined with respect to such partner’s taxable year in which or with which the adjustment year of such partnership ends.
(C)Specified partner
For purposes of this paragraph, the term “specified partner” means any person if such person—
(i)is a partner of the publicly traded partnership referred to in subparagraph (A),
(ii)is described in section 469(a)(2), and
(iii)has a specified passive activity loss with respect to such publicly traded partnership,
with respect to each taxable year of such person which is during the period beginning with the taxable year of such person in which or with which the reviewed year of such publicly traded partnership ends and ending with the taxable year of such person in which or with which the adjustment year of such publicly traded partnership ends.
(6)Other procedures for modification of imputed underpayment
The Secretary may by regulations or guidance provide for additional procedures to modify imputed underpayment amounts on the basis of such other factors as the Secretary determines are necessary or appropriate to carry out the purposes of this subsection.
(7)Year and day for submission to Secretary
Anything required to be filed or submitted under this subsection shall be submitted to the Secretary not later than the close of the 270-day period beginning on the date on which the notice of a proposed partnership adjustment is mailed under section 6231 unless such period is extended with the consent of the Secretary.
(8)Decision of Secretary
Any modification of the imputed underpayment amount under this subsection shall be made only upon approval of such modification by the Secretary.
(9)Modification of adjustments not resulting in an imputed underpayment
The Secretary shall establish procedures under which the adjustments described in subsection (a)(2) may be modified in such manner as the Secretary determines appropriate.
(d)Definitions
For purposes of this subchapter—
(1)Reviewed year
The term “reviewed year” means the partnership taxable year to which the item being adjusted relates.
(2)Adjustment year
The term “adjustment year” means the partnership taxable year in which—
(A)in the case of an adjustment pursuant to the decision of a court in a proceeding brought under section 6234, such decision becomes final,
(B)in the case of an administrative adjustment request under section 6227, such administrative adjustment request is made, or
(C)in any other case, notice of the final partnership adjustment is mailed under section 6231.
Legislative History
Notes & Related Subsidiaries
Editorial Notes
Prior Provisions
A prior section 6225, added Pub. L. 97–248, title IV, § 402(a), Sept. 3, 1982, 96 Stat. 652; amended Pub. L. 105–34, title XII, § 1239(a), Aug. 5, 1997, 111 Stat. 1027, allowing assessments to be made only after partnership level proceedings were completed, was repealed by Pub. L. 114–74, title XI, § 1101(a), Nov. 2, 2015, 129 Stat. 625.
Amendments
2018—Subsec. (a). Pub. L. 115–141, § 202(c)(1), amended subsec. (a) generally. Prior to amendment, subsec. (a) related to adjustment by the Secretary in the amount of any item of income, gain, loss, deduction, or credit of a partnership, or any partner’s distributive share thereof. Subsec. (b). Pub. L. 115–141, § 202(a), amended subsec. (b) generally. Prior to amendment, subsec. (b) consisted of pars. (1) and (2) relating to determination of imputed underpayments in general and adjustments to distributive shares of partners not netted, respectively. Subsec. (c)(2). Pub. L. 115–141, § 203(a), amended par. (2) generally. Prior to amendment, par. (2) related to amended returns of partners. Subsec. (c)(2)(F). Pub. L. 115–141, § 206(b), added subpar. (F) relating to adjustments not treated as amended return. Subsec. (c)(3). Pub. L. 115–141, § 202(b)(1), substituted “without regard to the portion of the adjustment” for “without regard to the portion thereof”. Subsec. (c)(4)(A). Pub. L. 115–141, § 202(b)(2), substituted “with respect to any portion of the adjustment” for “with respect to any portion of the imputed underpayment” in introductory provisions. Subsec. (c)(5)(A)(i). Pub. L. 115–141, § 202(b)(3), substituted “without regard to the portion of the adjustment” for “without regard to the portion thereof”. Subsec. (c)(7). Pub. L. 115–141, § 206(p)(1), substituted “filed or submitted under this subsection” for “submitted pursuant to paragraph (1)”. Subsec. (c)(9). Pub. L. 115–141, § 202(c)(2), added par. (9). 2015—Subsec. (c)(4)(A)(i). Pub. L. 114–113, § 411(a)(1), struck out “in the case of ordinary income,” before “is a C corporation”. Subsec. (c)(5) to (8). Pub. L. 114–113, § 411(a)(2), added par. (5) and redesignated former pars. (5) to (7) as (6) to (8), respectively.
Statutory Notes and Related Subsidiaries
Effective Date
of 2018 AmendmentAmendment by Pub. L. 115–141 effective as if included in section 1101 of Pub. L. 114–74, see section 207 of Pub. L. 115–141, set out as a note under section 6031 of this title.
Effective Date
of 2015 AmendmentAmendment by Pub. L. 114–113 effective as if included in section 1101 of Pub. L. 114–74, see section 411(e) of Pub. L. 114–113, set out as a note under section 6031 of this title.
Effective Date
Section applicable to returns filed for partnership taxable years beginning after Dec. 31, 2017, with certain exceptions, see section 1101(g) of Pub. L. 114–74, set out as a note under section 6221 of this title.
Reference
Citations & Metadata
Citation
26 U.S.C. § 6225
Title 26, Internal Revenue Code
Last Updated
Sep 23, 2026
Release point: 119-110