Form 15028 – PTP Certification for IRC 6225(c)(5) Modifications

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A publicly traded partnership representative reads about the imputed underpayment modification path under IRC 6225(c)(5), spots Form 15028 in the instructions, and assumes it is the modification request itself. It is not. Form 15028 is a post-approval certification, used after the IRS approves a modification, to confirm the PTP has notified its specified partners and qualified relevant partners.

The deadline that actually governs the work sits on the underlying request, not the certification. That request must reach the IRS within 270 days after the IRS mails the Notice of Proposed Partnership Adjustment, measured from the mailing date and not the date the partnership receives it, per IRC 6225(c)(7). Only the partnership representative may submit it, the partnership has to be publicly traded within the meaning of IRC 469(k)(2), and the form alone does not carry the substantiation burden.

Key Takeaways

• Form 15028 (Rev. 12-2024) is the publicly traded partnership certification used after the IRS approves a modification of an imputed underpayment under IRC 6225(c)(5).
• It is filed only by publicly traded partnerships within the meaning of IRC 469(k)(2) – partnerships whose interests trade on an established securities market or are readily tradable on a secondary market.
• Only the partnership representative may submit the underlying modification request under Treasury Regulation 301.6225-2.
• The 270-day modification window runs from the date the IRS mails the Notice of Proposed Partnership Adjustment, per IRC 6225(c)(7), not from the partnership's receipt date.
• A "specified partner" under IRC 6225(c)(5) is an individual described in IRC 469(a)(2) who holds a specified passive activity loss – the lesser of the partner's passive activity loss in the reviewed year or the adjustment year.
• Form 15028 alone does not satisfy the substantiation burden under Treasury Regulation 301.6225-2 – returns, partnership agreement, ownership documents, and partner certifications still have to support the modification request.
• Form 15028 is issued by the IRS Large Business and International Division, Pass-Through Entities practice area (office code SE:LB:PTE) and downloaded from IRS.gov.

A relatable starting point

A publicly traded partnership client called the morning after the IRS mailed the Notice of Proposed Partnership Adjustment. The partnership representative had read about the imputed underpayment modification path under IRC 6225(c)(5), saw Form 15028 referenced in the instructions, and assumed it was the modification request itself. It is not. Form 15028 (Rev. 12-2024) is a post-approval certification – the PTP uses it to confirm to the IRS that it has notified its specified partners and qualified relevant partners of an already-approved modification.

I have watched these files run smoothly when the substantiation packet is built in parallel with the modification request, and I have seen them stall when teams treat Form 15028 as the modification request itself. This guide keeps you on the smooth path.

What Form 15028 is, and why it matters

Form 15028 is the IRS certification a publicly traded partnership files to confirm it has notified its specified partners and qualified relevant partners of an approved modification under IRC 6225(c)(5). The form sits at the end of a Bipartisan Budget Act modification workflow, not at the start of it.

Behind the certification sit the partnership representative's modification request under Treasury Regulation 301.6225-2, the specified-passive-activity-loss schedule, the partner notifications, and the substantiation packet (returns, partnership agreement, ownership documents, partner certifications). A missing or late certification can unwind the modification the PTP just earned.

Form 15028 is issued by the IRS Large Business and International Division, Pass-Through Entities practice area (office code SE:LB:PTE). Pull Form 15028 (Rev. 12-2024) directly from IRS.gov at the start of every 6225(c)(5) engagement and confirm the revision date in the form header before signature.

When to use the form

Use Form 15028 only after the IRS has approved a modification of an imputed underpayment under IRC 6225(c)(5) for a publicly traded partnership. The form is the PTP's certification that it has notified its specified partners and qualified relevant partners of the approved modification.

The single trigger is an IRS-approved 6225(c)(5) modification. If the IRS has not yet approved the modification, Form 15028 is premature. If the partnership is not a PTP within the meaning of IRC 469(k)(2), Form 15028 is not the right vehicle – the modification should route through the standard Treasury Regulation 301.6225-2 procedures available to non-PTP partnerships.

Where Form 15028 sits in the BBA modification workflow

• The IRS mails the Notice of Proposed Partnership Adjustment (NOPPA) to the partnership.
• The partnership representative submits a modification request under Treasury Regulation 301.6225-2 within 270 days of the IRS mailing date, per IRC 6225(c)(7).
• The partnership substantiates the request with returns, partnership agreement, ownership documents, and partner certifications.
• The IRS reviews and, if appropriate, approves the 6225(c)(5) specified-passive-activity-loss modification.
• The PTP notifies its specified partners (individuals described in IRC 469(a)(2) with specified passive activity losses) and qualified relevant partners.
• The PTP files Form 15028 to certify those notifications were made.

Sign Form 15028 only after every notification is logged and the IRS approval is in hand.

Who can request the underlying modification

Only the partnership representative may request a modification of an imputed underpayment under Treasury Regulation 301.6225-2. Individual partners cannot request modification on the partnership's behalf, even if they would benefit. The partnership representative carries the request from drafting through IRS review to approval, then signs Form 15028 once the affected partners have been notified.

• Form 15028 is restricted to publicly traded partnerships within the meaning of IRC 469(k)(2) – partnerships whose interests trade on an established securities market or are readily tradable on a secondary market (or its substantial equivalent).
• Size and number of partners alone do not make a PTP. The 469(k)(2) trading-market test has to be documented in the working papers before the engagement opens.
• Specified partners under IRC 6225(c)(5) are individuals described in IRC 469(a)(2) who hold a specified passive activity loss – the lesser of the partner's passive activity loss in the reviewed year or the adjustment year. Not every individual partner qualifies.
• Qualified relevant partners are identified separately so the notifications Form 15028 certifies cover the full population.

Practical rule: if the partnership does not meet the IRC 469(k)(2) trading-market test, route the modification request through the standard 301.6225-2 procedures available to non-PTP partnerships.

Documentation the regulation requires

Filing Form 15028 alone does not satisfy Treasury Regulation 301.6225-2. The partnership has to substantiate the facts supporting the modification request to the satisfaction of the IRS. Build the substantiation file in parallel with the modification request – Form 15028 is the certification at the end of that file, not a substitute for it.

• The modification request drafted under Treasury Regulation 301.6225-2, cross-referenced to substantiation exhibits.
• The partnership agreement and any side-letter modifications affecting partner classification.
• Prior-year partnership returns and prior-year Schedules K-1 for each specified partner and qualified relevant partner.
• The partnership's ownership ledger showing each partner's interest in the reviewed year and the adjustment year.
• Individual partner certifications supporting the IRC 469(a)(2) status and the specified-passive-activity-loss figures.
• The specified-partner schedule documenting the lesser-of comparison between reviewed-year and adjustment-year passive losses, partner by partner.
• The partner-notification log with date, recipient, and channel for every certified mailing or electronic delivery.
• The IRS approval letter for the underlying 6225(c)(5) modification – Form 15028 is signed only after that approval is in hand.

What sits where in the packet

Document	Purpose	When it has to be in the file
Modification request under Treas. Reg. 301.6225-2	Opens the 6225(c)(5) process and frames the requested adjustment	Submitted by the partnership representative within 270 days of NOPPA mailing
Substantiation exhibits (returns, agreement, ownership ledger, K-1 history)	Satisfies the regulation's substantiation burden	Filed with the modification request
Specified-partner schedule	Documents IRC 469(a)(2) status and the lesser-of passive-loss comparison	Built before drafting partner notifications
Individual partner certifications	Confirms each specified partner's IRC 469(a)(2) status and passive loss figures	Collected before notifications go out
IRS approval of the 6225(c)(5) modification	Triggers the partner-notification step	In hand before Form 15028 is signed
Partner-notification log	Proves every specified partner and qualified relevant partner was notified	Logged contemporaneously, retained for the BBA audit record
Form 15028 (Rev. 12-2024)	Certifies the notifications were made	Signed after IRS approval and after every notification is logged

How to access and download the form

Form 15028 is hosted on IRS.gov. Pull the current Form 15028 (Rev. 12-2024) from IRS.gov at the start of every 6225(c)(5) engagement, and confirm the revision date in the form header before signature. Older revisions still circulate in firm shared drives; check the header date before relying on any saved copy.

Step by step, from intake to certification

Step 1, open the NOPPA-day log

The moment the IRS mails the Notice of Proposed Partnership Adjustment, capture the IRS mailing date (read from the notice itself, not the partnership's receipt date), calendar day 270 against that mailing date, and set internal milestones at day 60, day 120, day 180, and day 240. The 270-day clock runs from IRS mailing per IRC 6225(c)(7), regardless of when the partnership receives the notice.

Step 2, build the specified-partner schedule

• List every individual partner who held an interest in the reviewed year and the adjustment year.
• Apply the IRC 469(a)(2) test to each partner; exclude those who do not qualify as individuals subject to the passive activity loss rules.
• For each remaining partner, calculate the passive activity loss in the reviewed year and in the adjustment year.
• Record the lesser-of comparison – the specified passive activity loss for that partner is the lesser of the two.
• Document the IRC 469(k)(2) trading-market test for the partnership itself; PTP status cannot be inferred from size.
• Identify the qualified relevant partners separately so the eventual notifications cover the full population Form 15028 will certify.

Step 3, file the modification request and substantiation packet

The partnership representative submits the modification request under Treasury Regulation 301.6225-2 within the 270-day window. The packet includes the request itself, the substantiation exhibits (partnership agreement, ownership ledger, prior-year returns and K-1s, partner certifications), and the specified-partner schedule. Form 15028 does not enter the file until after the IRS approves the modification.

Step 4, notify partners and sign Form 15028

Once the IRS approves the 6225(c)(5) modification, the PTP notifies its specified partners and qualified relevant partners using a single notification template. Log every certified mailing or electronic delivery with date and recipient. Sign Form 15028 (Rev. 12-2024) only after every notification is logged, and confirm the revision date in the form header before signature.

Retain the full file – request, approval, notifications, and the signed Form 15028 – for the partnership's BBA audit record.

The 270-day timeline in practice

Treasury Regulation 301.6225-2 ties the modification window to the date the IRS mails the NOPPA – not to the date the partnership receives it. The 270-day clock starts on the mailing date stamped on the notice, and the partnership representative carries the burden of meeting it. The IRS may grant discretionary extensions, but request them in writing well before the window lapses.

• Day 0: IRS mails the NOPPA. Capture this date on the day it arrives.
• Day 60: confirm publicly traded partnership status under IRC 469(k)(2) and open the specified-partner schedule.
• Day 120: complete the specified-partner schedule and gather partner certifications.
• Day 180: draft the modification request under Treasury Regulation 301.6225-2 with substantiation exhibits cross-referenced.
• Day 240: flag the engagement for partnership representative review if the substantiation packet is not yet final.
• Day 270: modification request must reach the IRS, unless the IRS has granted an extension.

Common errors that slow everything down

Discipline drives speed. The errors below create most of the rework on 6225(c)(5) files.

• Treating Form 15028 as the modification request rather than the post-approval certification.
• Counting the 270-day window from the partnership's receipt date instead of the IRS mailing date.
• Treating every individual partner as a specified partner without applying the IRC 469(a)(2) and lesser-of tests.
• Filing Form 15028 for a non-PTP partnership instead of routing the modification through standard 301.6225-2 procedures.
• Filing Form 15028 alone and treating it as the substantiation packet.
• Pulling an older revision of Form 15028 from a shared drive instead of the current Rev. 12-2024 from IRS.gov.
• Signing Form 15028 before the IRS has approved the underlying 6225(c)(5) modification.

Clean files look boring. Every partner status is documented, every notification is logged, and the revision date in the form header has been confirmed.

Tracking the modification through IRS review

The modification request goes to the IRS examination team handling the BBA proceeding. The partnership representative monitors the file – the IRS may request additional substantiation, narrowing of the specified-partner population, or clarification of the IRC 469(k)(2) trading-market analysis. Keep an audit trail in the file: submission date, IRS correspondence, follow-up requests, and the final approval letter.

• If the IRS requests additional substantiation, the partnership has to produce the records to the satisfaction of the IRS under Treasury Regulation 301.6225-2.
• If the IRS narrows the scope of approved modification, update the specified-partner schedule and partner-notification template to match.
• The 270-day modification deadline can be extended only by the IRS; document any extension in writing in the file.
• Form 15028 is not signed until the approval letter is in hand and every partner notification has been logged.

Updating partner notifications after the request

If the IRS narrows the modification scope on approval, or if new information surfaces about a partner's IRC 469(a)(2) status, the partner-notification list has to be updated before Form 15028 is signed. Coordinate any changes through the partnership representative and document the reason in the file.

• If the IRS approval covers a narrower specified-partner population than the original request, drop the excluded partners from the notification list and update the specified-partner schedule.
• If a partner's certification later proves incorrect, the partnership representative re-confirms the IRC 469(a)(2) status and revises the underlying schedule.
• Keep every revision in the BBA audit record – the documentation history is part of the substantiation Treasury Regulation 301.6225-2 requires.

Compliance reminders before signature

This article is educational, not tax or legal advice. Form 15028 sits inside a federal BBA proceeding, and the underlying choices – PTP status under IRC 469(k)(2), specified-partner identification under IRC 469(a)(2), and the lesser-of passive-loss comparison – carry real consequences for the partnership and its partners.

Simple rule: confirm IRS approval of the 6225(c)(5) modification is in hand, confirm every specified partner and qualified relevant partner has been notified, and confirm the revision date in the form header reads Rev. 12-2024 before the partnership representative signs.

Section-by-section guidance for the certification

Form header

• Confirm the revision date in the form header reads (Rev. 12-2024) before any signature.
• Enter the publicly traded partnership's legal name and EIN exactly as they appear on the partnership return.
• Identify the tax year(s) of the underlying BBA examination to match the IRS approval letter.

Partnership and modification details

• Cross-reference the IRS approval letter for the underlying 6225(c)(5) modification.
• Describe the approved modification – the specified-passive-activity-loss adjustment that triggered the partner-notification requirement.
• Identify the population covered: specified partners under IRC 6225(c)(5) and qualified relevant partners.
• Tie back to the partnership representative on file with the IRS for the BBA proceeding.

Notification trail behind the certification

• Maintain a partner-notification log with date, recipient, and channel for every certified mailing or electronic delivery.
• Use a single notification template for consistency across specified partners and qualified relevant partners.
• Keep individual partner certifications supporting IRC 469(a)(2) status and specified-passive-loss figures in the same file the certification covers.

Signature and date

• Only the partnership representative (or a designated individual on file with the IRS for the BBA proceeding) signs Form 15028 on behalf of the PTP.
• Sign only after the IRS has approved the underlying 6225(c)(5) modification and every specified partner and qualified relevant partner has been notified.
• Confirm the revision date in the form header reads (Rev. 12-2024) before applying the signature.

Where the certification lives in the file

• Form 15028 is filed with the IRS examination team handling the BBA proceeding for the partnership – follow the instructions on the current revision and any correspondence from the assigned IRS contact.
• Retain the signed Form 15028 alongside the modification request, the IRS approval letter, and the partner-notification log as a single BBA audit record.
• The partnership representative keeps a complete copy in the partnership's records for the duration of the statute of limitations on the BBA proceeding.

6225(c)(5) workflow, a simple roadmap

• Receive the NOPPA from the IRS; capture the IRS mailing date on the day the notice arrives.
• Confirm PTP status under IRC 469(k)(2) and open the specified-partner schedule.
• Build the substantiation packet (returns, partnership agreement, ownership ledger, K-1 history, partner certifications).
• Submit the modification request under Treasury Regulation 301.6225-2 within 270 days of IRS mailing.
• Respond to any IRS request for additional substantiation.
• Receive IRS approval of the 6225(c)(5) modification.
• Notify every specified partner and qualified relevant partner; log each notification.
• Sign and file Form 15028 (Rev. 12-2024) certifying the notifications were made.

Troubleshooting common file gaps

If the IRS comes back with questions, the answers almost always live in records the partnership already has. The audit trail – modification request, substantiation exhibits, specified-partner schedule, partner certifications, and notification log – is what closes those gaps quickly.

Keep that file in one place so the partnership representative can produce any single record on request, and so the substantiation Treasury Regulation 301.6225-2 requires never has to be reassembled under pressure.

Light compliance and best practice reminders

• Pull Form 15028 (Rev. 12-2024) directly from IRS.gov at the start of every 6225(c)(5) engagement.
• Document the IRC 469(k)(2) trading-market test in the working papers before opening the file – PTP status is the gating question.
• Track the 270-day modification window from the IRS mailing date on the NOPPA, not the partnership's receipt date.
• Keep copies of every record the modification request and Form 15028 certification touch – returns, partnership agreement, ownership ledger, K-1 history, partner certifications, IRS correspondence, and the notification log.

Where Accountably fits, only when it helps

If your internal team is buried in production, getting a 6225(c)(5) modification packet across the finish line within the 270-day window can feel impossible. Accountably integrates trained offshore accountants into the partnership representative's workflow with disciplined SOPs, named workpapers, and review protection. That means NOPPA-day logs go up the same way every time, specified-partner schedules are built early, and the substantiation packet is filed complete – which cuts rework and avoids missed deadlines. If you want that kind of capacity without chaos, ask about a dedicated delivery pod. If not, use this checklist and you will still be in great shape.

Clean templates you can copy

Minimal file checklist for a straightforward 6225(c)(5) certification

• NOPPA-day log with IRS mailing date and day-270 deadline calendared.
• IRC 469(k)(2) PTP-status memo in the working papers.
• Specified-partner schedule with the IRC 469(a)(2) test and lesser-of comparison documented partner by partner.
• Modification request under Treasury Regulation 301.6225-2 with substantiation exhibits.
• IRS approval letter for the 6225(c)(5) modification.
• Partner-notification log with date, recipient, and channel for every notification.
• Form 15028 (Rev. 12-2024) signed by the partnership representative.

Minimal file checklist when the IRS narrows the modification scope

• Everything above, plus the revised specified-partner schedule reflecting the narrowed approval.
• Updated partner-notification log showing only the partners the narrowed approval covers.

Final word

Form 15028 is workflow discipline more than technical complexity. Track the IRS mailing date on the NOPPA, document PTP status under IRC 469(k)(2), build the specified-partner schedule before drafting notifications, file the modification request and substantiation packet under Treasury Regulation 301.6225-2 inside the 270-day window, and sign Form 15028 (Rev. 12-2024) only after IRS approval and after every notification is logged.

Save this guide, build the file once, and the next 6225(c)(5) engagement runs from the same template.

Disclaimer: This guide is general information, not legal or tax advice. Confirm current IRS instructions and Treasury Regulation 301.6225-2 against the facts of the partnership before any filing, and consult a qualified advisor for your specific situation.

Common Mistakes We See Every Season

Across our partnership representative work, the same handful of errors keep surfacing in 6225(c)(5) files – none of them complicated, all of them avoidable with a tight intake checklist.

Reusable Checklists

These checklists are copy-paste ready for firm SOPs. Drop them into your partnership representative engagement template, and the page will remember what you have checked off between visits.

Keep 15028 Season From Stalling

BBA examinations of publicly traded partnerships rarely move on the partnership's calendar. The 270-day window for modification requests starts when the IRS mails the Notice of Proposed Partnership Adjustment, per IRC 6225(c)(7) and Treasury Regulation 301.6225-2, and the clock runs whether the partnership representative is staffed for it or not. Form 15028 sits at the end of that workflow: it certifies that affected partners have been notified once the IRS approves the specified-passive-activity-loss modification under IRC 6225(c)(5), and a missing or late certification can unwind the modification the PTP just earned.

The recurring failure pattern is not the form itself, it is the substantiation packet that has to accompany the modification request and the notification trail that has to support Form 15028. Treat the certification as the visible tip of a structured file, and the rest of the workflow gets predictable.

• Open a NOPPA-day log the moment the notice is mailed: capture the IRS mailing date, the 270-day modification deadline, and the partnership representative's signed acknowledgment in one file. The window runs from IRS mailing, not partnership receipt.
• Build the specified-passive-activity-loss schedule before drafting the modification request: identify which individual partners meet the IRC 469(a)(2) test, document the lesser-of comparison between reviewed-year and adjustment-year passive losses, and map every specified partner to the records Treasury Regulation 301.6225-2 will require.
• Confirm publicly traded partnership status against the IRC 469(k)(2) trading-market test in the working papers; size and number of partners alone do not make a PTP.
• Pre-stage the partnership agreement, ownership ledger, prior-year Schedule K-1s, and individual partner certifications; Form 15028 on its own does not satisfy the regulation's substantiation burden.
• Use a single partner-notification template, log every certified mailing or electronic delivery with date and recipient, and sign Form 15028 only after confirming the (Rev. 12-2024) revision date in the header.

Most of this is workflow discipline, not technical complexity, which is where structured offshore support tends to earn its keep. Accountably's offshore tax delivery teams handle NOPPA tracking, specified-partner mapping, substantiation packets, and notification logs alongside the partnership representative so the certification is ready to sign on time.

FAQs

Who files Form 15028?

A publicly traded partnership within the meaning of IRC 469(k)(2) files Form 15028 (Rev. 12-2024) to certify it has notified its specified partners and qualified relevant partners of an approved modification of an imputed underpayment under IRC 6225(c)(5).

Is Form 15028 the modification request itself?

No. Form 15028 is a post-approval certification. The underlying modification request is filed by the partnership representative under Treasury Regulation 301.6225-2 and must be submitted within 270 days after the IRS mails the Notice of Proposed Partnership Adjustment, per IRC 6225(c)(7).

When does the 270-day modification window start?

The 270-day clock starts on the date the IRS mails the Notice of Proposed Partnership Adjustment, not on the date the partnership receives it. Track the mailing date stamped on the notice itself.

Who counts as a "specified partner" under IRC 6225(c)(5)?

A specified partner is an individual described in IRC 469(a)(2) who holds a specified passive activity loss with respect to the partnership. The specified passive activity loss is the lesser of the partner's passive activity loss in the reviewed year or in the adjustment year.

Does filing Form 15028 satisfy the partnership's substantiation burden?

No. Treasury Regulation 301.6225-2 requires the partnership to substantiate the facts supporting the modification request to the satisfaction of the IRS – returns, partnership agreement, ownership documents, and partner certifications. Form 15028 certifies that partner notifications were made; it does not stand in for the broader substantiation file.

Can a non-publicly-traded partnership use Form 15028?

No. Form 15028 is restricted to publicly traded partnerships within the meaning of IRC 469(k)(2) – partnerships whose interests trade on an established securities market or are readily tradable on a secondary market. A non-PTP partnership routes its modification request through the standard 301.6225-2 procedures.

Which revision of Form 15028 is current for the 2025 tax year?

Form 15028 (Rev. 12-2024) is the version current for the 2025 tax year. Pull the form directly from IRS.gov at the start of every 6225(c)(5) engagement, and confirm the revision date in the form header before signature.