Printable Form 2026

IRS Form 15028 – IRS Forms, Instructions, Pubs 2026

IRS Form 15028 – IRS Forms, Instructions, Pubs 2026 – In the complex world of partnership taxation, publicly traded partnerships (PTPs) face unique challenges when dealing with imputed underpayments under the Centralized Partnership Audit Regime (CPAR), established by the Bipartisan Budget Act of 2015 (BBA). IRS Form 15028 plays a crucial role in this process, allowing PTPs to certify notifications related to approved modifications. This form ensures compliance with Internal Revenue Code (IRC) Section 6225(c)(5), which addresses adjustments to passive activity losses for certain partners. Whether you’re a tax professional, partnership representative, or investor in a PTP, understanding Form 15028 is essential for navigating tax modifications effectively.

This article breaks down everything you need to know about IRS Form 15028, including its purpose, filing requirements, and key definitions. We’ll draw from official IRS guidance to provide accurate, up-to-date information as of February 2026.

What Is IRS Form 15028?

IRS Form 15028, officially titled “Certification of Publicly Traded Partnership to Notify Specified Partners and Qualified Relevant Partners for Approved Modifications Under IRC Section 6225(c)(5),” is a specialized certification document used within the BBA framework. It enables PTPs to attest that they will inform eligible partners about reductions to their suspended passive activity loss carryovers resulting from approved modifications to an imputed underpayment.

Introduced as part of the IRS’s efforts to streamline partnership audits and adjustments, the form is typically submitted as an attachment to other modification requests. The latest version of Form 15028 was released in December 2024, reflecting ongoing updates to partnership tax rules.

Purpose of Form 15028

The primary purpose of Form 15028 is to facilitate modifications to imputed underpayments for PTPs under IRC Section 6225(c)(5). Under the BBA, partnerships are generally liable for imputed underpayments arising from IRS audits or administrative adjustment requests (AARs). However, PTPs can request modifications that reduce these underpayments by accounting for certain passive activity losses of their partners.

Specifically, the form certifies that the PTP will report to each “specified partner” or “qualified relevant partner” the amount by which their suspended passive activity loss carryover is reduced due to the approved modification. This notification ensures partners can accurately adjust their tax positions, particularly regarding passive losses under IRC Section 469.

Without this certification, PTPs may not qualify for the modification, potentially leading to higher imputed underpayments. It’s a key tool for PTPs to mitigate tax liabilities while maintaining transparency with partners.

Who Needs to File IRS Form 15028?

Form 15028 is required for publicly traded partnerships that are requesting modifications under IRC Section 6225(c)(5) as part of an audit or AAR process. This includes:

  • Publicly Traded Partnerships (PTPs): Entities treated as partnerships for tax purposes but publicly traded, such as master limited partnerships (MLPs) in energy or real estate sectors.
  • Partnerships Under BBA Audit: Those undergoing a centralized audit where an imputed underpayment has been proposed.
  • Partnerships Filing AARs: When seeking to amend previously filed returns to adjust underpayments.

The form is not applicable to non-publicly traded partnerships or individual taxpayers. Instead, it’s filed by the partnership representative (PR) on behalf of the PTP. Partners themselves do not file this form; they receive notifications from the PTP.

Key Terms and Definitions

To fully grasp Form 15028, it’s important to understand the terminology used in IRC Section 6225(c)(5) and related regulations:

  • Specified Partner: A partner in the PTP who, for each taxable year from the first affected year through the adjustment year, meets three criteria: (1) They are a partner; (2) They are an individual, estate, trust, closely held C corporation, or personal service corporation; and (3) They have a specified passive activity loss with respect to the PTP.
  • Qualified Relevant Partner: Similar to a specified partner but applies in contexts involving pass-through entities or tiered partnerships.
  • Specified Passive Activity Loss: The lesser of the partner’s Section 469(k) passive activity loss at the end of the first affected year or at the end of the adjustment year (or the most recent filed year if undetermined), reduced by any utilized portions.
  • Imputed Underpayment: The tax amount the partnership owes based on adjustments to partnership-related items.
  • Adjustment Year: The year in which the IRS finalizes the adjustment or the partnership files an AAR.
  • First Affected Year: The earliest year impacted by the adjustment.

These definitions ensure modifications are applied only to eligible passive losses, preventing overstatements.

When and Where to File Form 15028?

Form 15028 must be filed as part of a broader modification request during a BBA audit or AAR. Timing aligns with the modification period:

  • During Audits: Submit within 270 days of receiving a Notice of Proposed Partnership Adjustment (NOPPA), or as extended.
  • With AARs: Include when filing Form 1065 with the “Amended Return” box checked, or Form 1065X for amendments.

The form is attached to Form 8980 (Partnership Request for Modification of Imputed Underpayments Under IRC Section 6225(c)). Electronic submission is available for audited BBA partnerships using a Partnership BBA Transmitter Confirmation Code (PBBA TCC).

File with the IRS at the address specified in the audit notice or AAR instructions. For electronic filings, use the IRS’s Online Filing Submission System (OFSS) portal.

How to Complete IRS Form 15028: A Step-by-Step Guide?

While the exact layout may vary slightly with updates, Form 15028 generally requires the following information based on IRS descriptions:

  1. Partnership Information: Enter the PTP’s name, EIN, address, and tax year.
  2. Certification Statement: Affirm that the PTP will notify each specified partner and qualified relevant partner of their reduction amount in suspended passive activity loss carryovers.
  3. Signature: The partnership representative must sign and date the form under penalties of perjury.

Attach supporting documentation if required, such as calculations of passive loss reductions. Consult Publication 5346 (Instructions for Form 8980) for detailed guidance, as Form 15028 does not have separate instructions.

Common pitfalls include incomplete certifications or failing to attach to Form 8980, which can delay approval.

Form 15028 is part of a suite of BBA-related documents:

  • Form 8980: Main request for modifications.
  • Form 8983: Certification of partner tax-exempt status.
  • Form 15027: Partnership summary of approved modifications (provided by IRS).
  • Publication 5346: Instructions for Form 8980, including details on passive loss modifications.

For the latest form, download from the IRS website: IRS Form 15028 PDF. Additional resources include IRS.gov’s partnership audit pages and professional tax advisors familiar with BBA rules.

Conclusion

IRS Form 15028 is a vital certification tool for publicly traded partnerships seeking to modify imputed underpayments by leveraging passive activity losses under IRC Section 6225(c)(5). By properly filing this form, PTPs can reduce tax burdens and ensure partners receive necessary notifications for their tax planning. Always verify with the most current IRS guidance, as tax laws evolve. If you’re dealing with a BBA audit or AAR, consulting a qualified tax professional is recommended to avoid compliance issues.

For more on partnership taxation, explore IRS resources on CPAR and BBA modifications. Stay informed to optimize your tax strategy in 2026 and beyond.