PDF document
- 1 -

Enlarge image
    1                                                                                                                                                                                                                                       1
  2 4  6  8 10  12  14 16  18  20     22  24  26  28  30 32  34  36        38  40     42  44  46          48  50         52  54  56         58  60  62          64  66                                            68  70 72  74  76 78  80  82  84  86
    3                                                           FINAL DRAFT 10/2/23                                                                                                                                                         3
    4                                                                                                                                                                                                                                       4
    5                                                                                                                                                                                                                                       5
    6                                                                                                                                                                                                                                       6
    7                                                                                                                                                                                                                                       7
    8                                                                                                                                                                                                                                       8
       2023 M3BBA, Partnership Audit Report
    9                                                                                                                                                                                                                                       9
    10 Reviewed year beginning (MM/DD/YYYY)              /        /                 and ending (MM/DD/YYYY)                                  MM /           DD     / YYYY                                                                   10
                                                  MM  DD  YYYY
    11                                                                                                                                                                                                                                      11
    12 NAMEXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX                                                         0123456789                                                                                                 0123456789                12
    13 Electing Partnership’s Name                                                                     Federal ID Number                                                                                          Minnesota Tax ID Number   13
    14 NAMEXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX                                                         0123456789                                                                                                 0123456789                14
    15 Audited Partnership's Name (if different than Electing Partnership)                             Federal ID Number                                                                                          Minnesota Tax ID Number   15
    16                                                                                                                                                                                                                                      16
    17 Part 1 — Federal Adjustments                                                                                                                                                                                                         17
    18   1  Net reviewed year adjustments   . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . .  . 1                0123456789                18
    19                                                                                                                                                                                                                                      19
    20   2  Distributive share of adjustments to exempt non-UBIT partners (see instructions)   .  . . . . .  . . . . . . .  . . . . .  . . . . . . 2.  .   0123456789                                                                       20
    21                                                                                                                                                                                                                                      21
    22   3   Distributive share of adjustments reported by direct partners on amended Minnesota and federal returns  . . .  . .  .  3                                                                             0123456789                22
    23                                                                                                                                                                                                                                      23
    24   4  Add lines 2 and 3  . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  .  .  4  0123456789                24
    25                                                                                                                                                                                                                                      25
    26   5  Subtract line 4 from 1   . . .  . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . .  .  5     0123456789                26
    27                                                                                                                                                                                                                                      27
    28 Part 2 — Allocation Between Partners                                                                                                                                                                                                 28
    29 (Carry to 5 decimal places)                                                                                                                                                                                                          29
    30   6  Distributive share of direct corporate partners and direct exempt UBIT partners  . . .  . . . . . .  . . . . .  . . . . . . .  . . . . . 6.  .  1.12345                                                                         30
    31                                                                                                                                                                                                                                      31
    32   7  Distributive share of direct individual resident partners . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  .  7                               1.12345                   32
    33                                                                                                                                                                                                                                      33
    34   8  Distributive share of direct estate, trust, and nonresident individual partners   . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . .  .  8                                                1.12345                   34
    35                                                                                                                                                                                                                                      35
    36   9  Distributive share of tiered partners   . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . .  .  9                1.12345                   36
    37                                                                                                                                                                                                                                      37
    38  10  Add lines 6 through 9. Result must equal 1.00000  . . .  . . . . . . .  . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . .10  .  .                                  . 1.12345.                   38
    39                                                                                                                                                                                                                                      39
    40 Part 3 — Minnesota Source Income                                                                                                                                                                                                     40
    41  11 Total Nonbusiness Income.   Enter the portion of line 5 that is nonbusiness income                      . . .  . . . . . .  . . . . .  . . . . . . .  . .11  .  .                                      0123456789                41
    42                                                                                                                                                                                                                                      42
    43  12  Business Income. Subtract line 11 from line 5   .  . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . . .  . . .  . 12                           0123456789                43
    44                                                                                                                                                                                                                                      44
    45  13  Corrected Apportionment Percentage. From line 5c of your corrected Form M3A   .  . . . . .  . . . . . . .  . . . . .  . . . . .  .  .                                                        13       1.12345                   45
    46                                                                                                                                                                                                                                      46
    47  14  Minnesota Source Business Income. Multiply line 12 by line 13   .  . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  .                                      14       0123456789                47
    48                                                                                                                                                                                                                                      48
    49  15 Minnesota Assigned Nonbusiness Income.  Enter the portion of line 11 that is assignable to Minnesota.   . . . . . 15 .                                                                                 0123456789                49
    50      Do not include amounts assignable to the state of domicile (see instructions)                                                                                                                                                   50
    51                                                                                                                                                                                                                                      51
    52  16  Add lines 14 and 15  .  . . . . .  . . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  .  .16       0123456789                52
    53                                                                                                                                                                                                                                      53
    54  17  Nonbusiness Income Assignable to the State of Domicile. Subtract line 15 from line 11  . . . .  . . . . . . .  . . . . .  . . .  .                                                           17       0123456789                54
    55                                                                                                                                                                                                                                      55
    56 Part 4 — Direct Corporate and Direct Exempt UBIT Partners                                                                                                                                                                            56
    57  18  Multiply line 16 by line 6  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . .  .   18       0123456789                57
    58  19  Multiply line 17 by the percentage of direct corporate and direct exempt UBIT partners that are domiciled in                                                                                                                    58
    59      Minnesota. Total percentage cannot exceed line 6 (see instructions)  . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . .  .                                        19       0123456789                59
    60                                                                                                                                                                                                                                      60
    61  20  Minnesota corporate modifications to net adjustments, if any  . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . .  .                                    20       0123456789                61
    62                                                                                                                                                                                                                                      62
    63                                                                                                                                                                                                            Continued next page       63
                                                                                        9995
  2 4  6  8 10  12  14 16  18  20     22  24  26  28  30 32  34  36        38  40     42  44  46          48  50         52  54  56         58  60  62          64  66                                            68  70 72  74  76 78  80  82  84  86
    65                                                                                                                                                                                                                                      65



- 2 -

Enlarge image
    1                                                                                                                                                                                                                                   1
  2 4  6  8 10 12  14  16  18  20     22  24  26 28  30 32  34  36 38  40 42  44  46 48  50 52  54  56     58  60  62 64  66                                                                                   68  70 72  74  76 78  80 82  84  86
    3                                                         FINAL DRAFT 10/2/23                                                                                                                                                       3
    4                                                                                                                                                                                                                                   4
       2023 M3BBA, page 2
    5                                                                                                                                                                                                                                   5
    6                                                                                                                                                                                                                                   6
    7  NAMEXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX                                       0123456789                                                                                                                0123456789               7
    8  Electing Partnership’s Name                                                   Federal ID Number                                                                                                         Minnesota Tax ID Number  8
    9                                                                                                                                                                                                                                   9
    10  21  Enter the sum of lines 18, 19 and 20. The amount entered on this line must be a positive number  .  .  .  .  .  .  .  .  .  .  .  .                                                       21       0123456789               10
    11                                                                                                                                                                                                                                  11
    12 Part 5 — Direct Individual Resident Partners                                                                                                                                                                                     12
    13  22  Multiply line 5 by line 7  . . . .  . . . . . .  . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . . .  .  . 22    0123456789               13
    14                                                                                                                                                                                                                                  14
    15  23  Minnesota individual modifications to net adjustments, if any  . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . .  .                                23       0123456789               15
    16                                                                                                                                                                                                                                  16
    17  24  Enter the sum of lines 22 and 23. The amount entered on this line must be a positive number  . . . . .  . . . . . .  . . .  .                                                             24       0123456789               17
    18                                                                                                                                                                                                                                  18
    19 Part 6 — Direct Estate, Trust, and Individual Nonresident Partners                                                                                                                                                               19
    20  25  Multiply line 16 by line 8  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . .  .25       0123456789               20
    21  26  Multiply line 17 by the percentage of direct estate and trust partners that are domiciled in Minnesota.                                                                                                                     21
    22     Total percentage cannot exceed line 8 (see instructions)  . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . .  . 26                                 0123456789               22
    23                                                                                                                                                                                                                                  23
    24  27  Minnesota individual, estate, and trust modifications to net adjustments, if any  . . . .  . . . . . .  . . . . .  . . . . . .  . . . . .  .                                              27       0123456789               24
    25                                                                                                                                                                                                                                  25
    26  28  Enter the sum of lines 25, 26, and 27. The amount entered on this line must be a positive number   .  . . . . .  . . . .  .28                                                                      0123456789               26
    27                                                                                                                                                                                                                                  27
    28 Part 7 — Tiered Partners                                                                                                                                                                                                         28
    29  29  Enter the sum of lines 16 and 17   . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . . .  .  . 29             0123456789               29
    30                                                                                                                                                                                                                                  30
    31  30  Multiply line 29 by line 9  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . .  .30       0123456789               31
    32                                                                                                                                                                                                                                  32
    33  31  Enter the amount from Part 9 on page 3. This is the portion of line 17 attributable to nonresident                                                                                                                          33
    34     indirect partners . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . . . .  . . . . .  . . .  . 31 0123456789               34
    35                                                                                                                                                                                                                                  35
    36  32  Subtract line 31 from line 30  . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  . . . .  . 32         0123456789               36
    37                                                                                                                                                                                                                                  37
    38  33  Minnesota modifications to net adjustments, if any . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . .  . 33                              0123456789               38
    39                                                                                                                                                                                                                                  39
    40  34  Enter the sum of lines 32 and 33. The amount entered on this line must be a positive number  . . . . .  . . . . . .  . . .  .                                                             34       0123456789               40
    41                                                                                                                                                                                                                                  41
    42 Part 8 — Tax Calculation                                                                                                                                                                                                         42
    43  35  Multiply line 21 by 9.80% (0.098)  . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . . .  .35               0123456789               43
    44                                                                                                                                                                                                                                  44
    45  36  Enter the sum of lines 24, 28, and 34  . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . .  . 36                0123456789               45
    46                                                                                                                                                                                                                                  46
    47  37  Multiply line 36 by 9.85% (0.0985)  . . .  . . . . . .  . . . . .  . . . . . . .  . . . . .  . . . . . .  . . . . .  . . . . .  . . . . . .  . . . . . .  . . . . . .  . . . .  . 37               0123456789               47
    48                                                                                                                                                                                                                                  48
    49  38  Total Tax. Enter the sum of lines 35 and 37. Enter the amount here and on line 5 of Form M3X . . .  . . . . . .  . . . . .  .38                                                                    0123456789               49
    50                                                                                                                                                                                                                                  50
    51                                                                                                                                                                                                                                  51
    52                                                                                                                                                                                                         Continued next page      52
    53                                                                                                                                                                                                                                  53
    54                                                                                                                                                                                                                                  54
    55                                                                                                                                                                                                                                  55
    56                                                                                                                                                                                                                                  56
    57                                                                                                                                                                                                                                  57
    58                                                                                                                                                                                                                                  58
    59                                                                                                                                                                                                                                  59
    60                                                                                                                                                                                                                                  60
    61                                                                                                                                                                                                                                  61
    62                                                                                                                                                                                                                                  62
    63                                                                                                                                                                                                                                  63
                                                                          9995
  2 4  6 8  10 12  14  16  18  20     22  24  26 28  30 32  34  36 38  40 42  44  46 48  50 52  54  56  58  60  62    64  66                                                                                   68  70 72  74  76 78  80 82  84  86
    65                                                                                                                                                                                                                                  65



- 3 -

Enlarge image
    1                                                                                                                                                                            1
  2 4  6 8 10 12  14 16  18  20   22  24  26            28  30 32  34  36      38  40 42  44  46 48  50  52  54  56          58  60  62 64  66 68  70 72  74  76 78  80          82  84  86
    3                                                                FINAL DRAFT 10/2/23                                                                                         3
    4                                                                                                                                                                            4
       2023 M3BBA, page 3
    5                                                                                                                                                                            5
    6                                                                                                                                                                            6
    7                                                                                                                                                                            7
    8  NAMEXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXElecting Partnership’s Name                        0123456789Federal ID Number                   Minnesota Tax ID Number0123456789 8
    9                                                                                                                                                                            9
    10                                                                                                                                                                           10
    11 Part 9 — Schedule of Nonresident Indirect Partners                                                                                                                        11
    12                                                                                                                                                                           12
    13        A.                                               B.                                C.                                     D.               E.                      13
    14        Name                                     FEIN/Social Security           Owners Address,                        Amount Assigned to        State of                  14
    15                                                        Number                  City, State, ZIP                       State of Residency        Residency                 15
    16                                                                                                                                                                           16
                                                                                ADDRESS, CITY, 
    17 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         17
    18                                                                                                                                                                           18
                                                                                ADDRESS, CITY, 
    19 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         19
    20                                                                                                                                                                           20
                                                                                ADDRESS, CITY, 
    21 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         21
    22                                                                                                                                                                           22
                                                                                ADDRESS, CITY, 
    23 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         23
    24                                                                                                                                                                           24
                                                                                ADDRESS, CITY, 
    25 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         25
    26                                                                                                                                                                           26
                                                                                ADDRESS, CITY, 
    27 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         27
    28                                                                                                                                                                           28
                                                                                ADDRESS, CITY, 
    29 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         29
    30                                                                                                                                                                           30
                                                                                ADDRESS, CITY, 
    31 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         31
    32                                                                                                                                                                           32
                                                                                ADDRESS, CITY, 
    33 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         33
    34                                                                                                                                                                           34
                                                                                ADDRESS, CITY, 
    35 NAME                       0123456789                                    STATE, ZIP                                   0123456789               MN                         35
    36 If there are more than 10 indirect nonresident partners identifiable, attach additional Parts                                                                             36
    37 9 as an attachment.                                                                                                   0123456789                                          37
    38                                                                                                              Total. Enter on line 31.                                     38
    39                                                                                                                                                                           39
    40                                                                                                                                                                           40
    41                                                                                                                                                                           41
    42                                                                                                                                                                           42
    43 I declare that this return is correct and complete to the best of my knowledge and belief.                                                                                43
    44                                                                                                                                                                           44
    45                                                         MM / DD/ YYYY                                                                                                     45
    46 Signature of Current Partnership Representative        Date (MM/DD/YYYY)                                                                                                  46
    47  NAMEHEREEEEEEEEEEEEEEE ADRESSSSSSSSSSSSSS                                                                                                                                47
    48 Print Name of Current Partnership Representative       Email Address                                                                                                      48
    49  NAMEHEREEEEEEEEEEEEEEE                                0123456789                            MM   / DD/ YYYY                                                              49
    50 Paid Preparer's Signature if Other Than Representative Preparer’s PTIN                       Date (MM/DD/YYYY)                                                            50
    51                                                                                                                                                                           51
    52                                                                                                                                                                           52
    53                                                                                                                                                                           53
    54                                                                                                                                                                           54
    55                                                                                                                                                                           55
    56                                                                                                                                                                           56
    57                                                                                                                                                                           57
    58                                                                                                                                                                           58
    59                                                                                                                                                                           59
    60                                                                                                                                                                           60
    61                                                                                                                                                                           61
    62                                                                                                                                                                           62
    63                                                                                                                                                                           63
                                                                                      9995
  2 4  6 8 10 12  14 16  18  20   22  24  26            28  30 32  34  36      38  40 42  44  46 48  50  52  54  56          58  60  62 64  66 68  70 72  74  76 78  80          82  84  86
    65                                                                                                                                                                           65



- 4 -

Enlarge image
    1                                                                                                                                                     1
  2 4  6 8   10  12  14      16  18  20 22  24  26 28  30 32  34  36 38  40     42  44  46  48  50 52  54  56 58  60  62  64  66 68  70 72  74  76 78  80 82  84  86
    3                                                           FINAL DRAFT 10/2/23                                                                       3
    4                                                                                                                                                     4
       2023 M3BBA, page 4
    5                                                                                                                                                     5
    6                                                                                                                                                     6
    7                                                                                                                                                     7
    8  State Partnership Representative Designation                                                                                                       8
    9                                                                                                                                                     9
    10 Read the instructions before completing this designation.                                                                                          10
    11                                                                                                                                                    11
    12 Complete the State Partnership Representation Designation if your partnership wants to designate another person as                                 12
    13 its state partnership representative. If this designation is not completed, the state partnership representative will be the                       13
    14 same as the partnership’s federal partnership representative.                                                                                      14
    15                                                                                                                                                    15
    16                                                                                                                           0123456789               16
       NAMEHEREEEEEEEEEEEEEEE                                                              0123456789
    17 Partnership’s Name                                                                  Federal ID Number                     Minnesota Tax ID Number  17
    18                                                                                                                                                    18
    19 ADRESSSSSSSSSSSSSSSSSS                                                              0123456789                                                     19
    20 Name of Designee                                                                    Taxpayer Identification Number                                 20
    21                                                                                     0123456789                                                     21
    22 Mailing Address or PO Box                                                           Phone Number                                                   22
    23  CITYYYYYYYYYYYYYYYYYYYYY                          MN    12345                       0123456789                                                    23
    24 City                                               State ZIP Code                   Email Address                                                  24
    25                                                                                                                                                    25
    26 The individual named above is designated as the Minnesota partnership representative. This person has the sole                                     26
    27 authority to act on behalf of the partnership before the Minnesota Department of Revenue. The partnership’s direct                                 27
    28 partners and indirect partners shall be bound by those actions.                                                                                    28
    29                                                                                                                                                    29
    30 This election is not valid until it is signed and dated by someone with legal authority to sign agreements on behalf of the partnership.           30
    31                                                                                                                                                    31
    32 I certify that I have the legal authority to sign this designation form.                                                                           32
    33                                                                                                                                                    33
    34                                                    /     /               ADRESSSSSSSSSSSSSSSSSS                                                    34
    35 Signature                                   Date (MM/DD/YYYY) MM DD YYYY Address, if Different from Taxpayer                                       35
    36                                                                                                                                                    36
    37 NAMEHEREEEEEEEEEEEEEEEEEEEEEEEEEEEEEPrint Name and Title                 0123456789Phone Number        YYYYYYYYYYYCity    MNState 12345ZIP Code    37

    38                                                                                                                                                    38
    39                                                                                                                                                    39
    40                                                                                                                                                    40
    41                                                                                                                                                    41
    42                                                                                                                                                    42
    43                                                                                                                                                    43
    44                                                                                                                                                    44
    45                                                                                                                                                    45
    46                                                                                                                                                    46
    47                                                                                                                                                    47
    48                                                                                                                                                    48
    49                                                                                                                                                    49
    50                                                                                                                                                    50
    51                                                                                                                                                    51
    52                                                                                                                                                    52
    53                                                                                                                                                    53
    54                                                                                                                                                    54
    55                                                                                                                                                    55
    56                                                                                                                                                    56
    57                                                                                                                                                    57
    58                                                                                                                                                    58
    59                                                                                                                                                    59
    60                                                                                                                                                    60
    61                                                                                                                                                    61
    62                                                                                                                                                    62
    63                                                                                                                                                    63
                                                                                9995
  2 4  6 8   10  12  14      16  18  20 22  24  26 28  30 32  34  36 38  40     42  44  46  48  50 52  54  56 58  60  62  64  66 68  70 72  74  76 78  80 82  84  86
    65                                                                                                                                                    65



- 5 -

Enlarge image
                                             FINAL DRAFT 10/2/23
2023 M3BBA, Partnership Audit Report Instructions

Complete when electing to report and pay Minnesota tax at the partnership-level as a result of federal partnership-level 
audit changes.

Purpose of This Schedule
Schedule M3BBA is to be used by a partnership to both file a federal adjustments report and elect to report and pay the Minnesota income 
tax, penalty, and interest resulting from a federal BBA centralized partnership audit change on its partners’ behalf (“partnership pays 
election”). Schedule M3BBA must be filed with a Form M3X as a supplemental schedule. 
The partnership pays election includes four groupings of taxpayers to calculate the total tax due. This total tax is the sum of the tax due after 
allocating the federal adjustments between these taxpayer groupings:
1. Tax due from direct corporate partners and direct exempt UBIT partners
2. Tax due from direct individual resident partners
3. Tax due from direct estate and trust partners and direct individual nonresident partners
4. Tax due from tiered partners
BBA Centralized Partnership Audit Regime
The Bipartisan Budget Act of 2015 (BBA) was signed into federal law on November 2, 2015, which included enactment of the centralized 
partnership audit regime. This regime generally requires federal partnership audit adjustments and tax collections to be made at the 
partnership-level. The BBA is generally effective for tax years beginning after December 31, 2017, except for partnerships that made an early 
opt-in election under 26 CFR § 301.9100-22T. 

Who Should File Schedule M3BBA?
If your partnership was audited by the Internal Revenue Service (IRS) under the BBA centralized partnership audit regime and that federal 
audit resulted in adjustments that affect the Minnesota tax liability, then your partnership and its direct and indirect partners may elect to 
report and pay their Minnesota tax liability at the partnership-level. 
To report and pay your partners’ Minnesota tax liability at the partnership-level, your partnership must complete Schedule M3BBA and 
include it with your Form M3X, Amended Partnership Return.
Unless a partner is excluded from the calculation by Minnesota Statute, the election to pay at the partnership-level relieves the partner from 
filing a return to report their pro rata share of the federal adjustments. 
If the audited partnership does not make the partnership pays election, each tiered partnership partner may choose to make the election as an 
electing partnership. 
Your partnership may not make an election to pay at the partnership-level if:
•  The federal adjustments result in unitary business income to a corporate partner required to file as a member of a combined report.
•  Any final federal adjustments result from an administrative adjustment request.
•  Your partnership is not subject to any reporting or payment obligations to Minnesota. 

If Your Partnership Does Not Make a Partnership Pays Election
If your partnership does not elect to report and pay the federal adjustments at the partnership-level through this schedule, then your 
partnership and each partner must file an amended Minnesota return for the reviewed years and report their pro rata share of the federal 
adjustments. 
In addition, no later than 90 days after the final determination date, your partnership must:
•  File Form M3X with the department and includes the following:
  –  A copy of the federal partnership audit report (federal Form 15027 and Form 886‐A)
  –  Pro-forma amended federal Form 1065 and Schedules K-1 for direct partners
  –  Amended Schedules KPI and KPC for direct partners
•  Notify each direct partner of their distributive share of the final federal adjustments by providing each direct partner their applicable pro-
forma Schedule K-1 and amended Schedule KPI or KPC.
•  Include with Form M3X any amended composite reporting and payment for all direct partners who were included in composite tax in the 
reviewed year.
•  Include with Form M3X any amended nonresident withholding reporting and payment for all direct partners who were subject to 
nonresident withholding under Minn. Stat. § 290.92, subd. 4b in the reviewed year. 
•  Include with Form M3X an amended Schedule PTE and payment for any additional PTE tax if the electing partnership elected the pass-
through entity tax on their original return filing.
No later than 180 days after the final determination date, each direct partner, other than a tiered partner, must file an amended return with the 
department. Direct partners must use the pro-forma Schedule K-1 and amended Schedule KPI or KPC received from the partnership or tiered 
                                                                                             Continued                                            1



- 6 -

Enlarge image
                                                 FINAL DRAFT 10/2/23
2023 M3BBA, Instructions (Continued)

partner to generate a pro-forma amended federal return and amended Minnesota income tax return. The direct partner must file the amended 
Minnesota income tax return with the department and pay any tax due.
When a tiered partner receives amended Schedule KPI or KPC along with a pro-forma federal Schedule K-1 from an audited partnership, the 
tiered partner can make an election to pay at the partnership-level or must report the adjustments as described in this section
Only file Schedule M3BBA if you are making the election to pay the federal audit changes at the partnership-level.

When to File and Pay if your Partnership Makes a Partnership Pays Election 
No later than 90 days after the final determination date of the federal audit change, your partnership must file Form M3X and Schedule 
M3BBA. You must include a copy of the federal partnership audit report (federal Form 15027 and Form 886‐A) as an attachment to Schedule 
M3BBA.
Your partnership must pay the partnership-level tax no later than 180 days after the final determination date. 
Your partnership may make estimated payments on the tax liability expected to result from a pending IRS audit. If your partnership plans to 
elect to pay the tax liability at the partnership-level, the estimated tax payments should be made under your partnership’s MN ID number. 
Please see the M3X instructions for more details regarding how to make estimated tax payments. 

Who Must Sign
Schedule M3BBA must be signed by the state partnership representative. 
The state partnership representative is the same as the partnership’s federal partnership representative unless a separate state designation is 
made. To designate a different person as the state partnership representative, see the designation form on page 4 of Schedule M3BBA. Also 
see the instructions on page 5 for more details. 

Definitions
Audited Partnership: A partnership subject to a federal adjustment resulting from a partnership-level audit.
Corporate Partner: A partner that is subject to tax under Minn. Stat. § 290.02. 
Direct Partners: A partner that holds an immediate legal ownership interest in a partnership or pass-through entity.
Exempt Partner: A partner that is exempt from taxes on its net income under Minn. Stat. § 290.05, subd. 1. 
Federal Adjustment: Any change in an amount calculated under the Internal Revenue Code, whether to income, gross estate, a credit, an item 
of preference, or any other item that is used by a taxpayer to compute a tax administered under Minnesota Chapter 289A for the reviewed 
year. The change can result from either of the following:
•  Action by the IRS or other competent authority, including a partnership-level audit
•  The filing of an amended federal return, federal refund claim or an administrative adjustment request by the taxpayer 
As determined under Minn. Stat. § 290.01, subd. 29, a federal adjustment is positive to the extent that it increases taxable income and is 
negative to the extent that it decreases taxable income. 
Federal Adjustments Report: An amended Minnesota tax return used to report federal adjustments. See If Your Partnership Does Not 
Make a Partnership Pays Election on page 1 for more details on how to provide the report to the department.
Final Determination Date: 
For a federal adjustment arising from one of the following:
•  An audit by the IRS or other competent authority, the first day on which no federal adjustment from that audit remains to be finally 
determined. This could be by either of the following:
  –  Agreement 
  –  If appealed or contested, a final decision with respect to which all rights of appeal have been waived or exhausted 
•  An audit or other action by the IRS or other competent authority, if the taxpayer filed as a member of a combined group, the first day on 
which no federal adjustments arising from that audit remain to be finally determined, as described in the first bullet above, for the entire 
combined group.
•  The filing of an amended federal return, a federal refund claim, or the filing by a partnership of an administrative adjustment request, the 
date on which the amended return, refund claim, or administrative adjustment request was filed.
•  Agreements required to be signed by the IRS and the taxpayer, the date on which the last party signed the agreement.
Indirect Partner: A partner in a partnership or pass-through entity that holds either an immediate legal ownership interest in another 
partnership or pass-through entity or an indirect interest in another partnership or pass-through entity through another indirect partner.
Partnership-Level Audit: An examination by the IRS at the partnership level, which results in federal adjustments and adjustments to 
partnership-related items. 
                                                                                                                         Continued              2



- 7 -

Enlarge image
                                              FINAL DRAFT 10/2/23
2023 M3BBA, Instructions (Continued)

Resident Partner: An individual, trust, or estate partner who is a resident of Minnesota during the reviewed year as defined under Minn. Stat. 
§ 290.01, subds. 7, 7a, or 7b, in effect for the reviewed year. 
Reviewed Year: The taxable year of a partnership that is subject to a partnership-level audit from which federal adjustments arise.
Tiered Partner: Any partner that is a partnership or pass-through entity. 

Line Instructions
Reviewed Year 
Enter the beginning and ending dates of the reviewed year from which the federal adjustments are being reported on this Schedule M3BBA. 
If multiple tax years are reviewed during a federal audit, use a separate M3BBA for each reviewed year and file it with the appropriate taxable 
year’s Form M3X.  

Part 1 – Federal Adjustments
Line 1
Enter the audited partnership’s net reviewed year federal adjustment that affects Minnesota taxable income as finally determined. You must 
include a copy of the federal partnership audit report, (federal Form 15027 and Form 886‐A) as an attachment to Schedule M3BBA.
Enter the net federal adjustment as a positive number.
Line 2
Enter the distributive share of line 1 that is reportable to direct partners exempt from Minnesota taxation under Minn. Stat. § 290.05, subd. 1. 
Include only the portion attributable to direct partners that are not subject to the Minnesota unrelated business income tax (UBIT).
Line 3
Enter the distributive share of line 1 that is reported by direct partners on an amended Minnesota return and amended federal return under 
section 6225(c) of the Internal Revenue Code. 

Part 2 – Allocation Between Partners
Part 2 provides the allocation of the total remaining net federal adjustment to each grouping of partners. All partners not excluded in Part 1 
must be included in the election to pay at the partnership-level in this part. 
Carry the amounts in lines 6 through 10 to five decimal places.
Line 6
Include the distributive share attributable to direct corporate partners and direct exempt partners subject to UBIT. The same direct exempt 
partners should not be included on both lines 2 and line 6. 
Line 7
Include the distributive share attributable to direct individual resident partners. 
If a direct individual partner was a part-year resident during the taxable year, determine the number of days the individual was a Minnesota 
resident and divide that number by 365. Multiply that result by that partner’s distributive share percent and include the result on line 7. 
Line 8
Include the distributive share attributable to both of the following:
•  Direct estate and trust partners, regardless of residency status
•  Direct nonresident individual partners 
If the direct nonresident individual partner was a part-year resident during the taxable year, determine the number of days the individual was 
a nonresident and divide that number by 365. Multiply that result by the partner’s distributive share percent and include the result on line 8. 
Line 9
Include the distributive share attributable to all tiered partners, regardless of the residency status of each indirect partner. 
Line 10
Add lines 6 through 9. The result must be 1.00000 (100%). If the result is not 1.00000, adjust the distributive shares entered on lines 6 
through 9. 

Part 3 – Minnesota Source Income
Line 11
Enter on line 11 the portion of line 5 that is nonbusiness income under Minn. Stat. § 290.17, subd. 6. Include with Schedule M3BBA an 
attachment showing the breakdown of nonbusiness income reported on this line.

                                                                                                                                 Continued      3



- 8 -

Enlarge image
                                             FINAL DRAFT 10/2/23
2023 M3BBA, Instructions (Continued)

Line 12
Subtract line 11 from line 5 to determine the portion of the remaining net federal adjustments that is business income. 
Line 13
Enter on line 13 your partnership’s apportionment percentage from line 5c of your corrected Form M3A for the reviewed year. This 
apportionment percentage must incorporate the federal adjustments applicable to the reviewed year. 
Line 14
Multiply line 12 by line 13 to determine your Minnesota source business income. 
Line 15 
Enter the portion of line 11 that is assignable to Minnesota under Minn. Stat. § 290.17, subd. 2, paragraphs (a) through (d). 
Do not include income or gains from intangible personal property not employed in the business of the recipient of the income or gains if the 
recipient of the income or gains is a resident of this state or is a resident trust or estate under Minn. Stat. § 290.17, subd 2(c). 
Do not include amounts assignable to the state of domicile under Minn. Stat. § 290.17, subd. 2(e). 

Part 4 – Direct Corporate and Exempt UBIT Partners
Line 19
Multiply the nonbusiness income assignable to the state of domicile on line 17 by the distributive share percentage of direct corporate and 
exempt UBIT partners that are domiciled in Minnesota. 
Determine this percentage by dividing the distributive share of direct corporate and exempt UBIT partners that are domiciled in Minnesota by 
the distributive share on line 6.  
Line 20
Enter the net amount of Minnesota modifications relating to the federal adjustments included on lines 18 and 19. Use the corporate 
modifications within Minn. Stat. §§ 290.0133 and 290.0134. Do not include modifications relating to net operating loss or other partner-level 
tax attributes. Include an explanation of your modifications. 
If the net amount is an addition, include the amount as a positive number on line 20. If the net amount is a subtraction, include the amount as 
a negative number on line 20. 

Part 5 – Direct Individual Resident Partners
Line 23
Enter the net amount of Minnesota modifications relating to the federal adjustments included on line 22. Use the individual modifications 
within Minn. Stat. §§ 290.0131 and 290.0132. Do not include modifications relating partner-level tax attributes. Include an explanation of 
your modifications.
If the net amount is an addition, include the amount as a positive number on line 23. If the net amount is a subtraction, include the amount as 
a negative number on line 23. 

Part 6 – Direct Estate, Trust, and Individual Nonresident Partners
Line 26
Multiply the nonbusiness income assignable to the state of domicile on line 17 by the distributive percentage of direct resident estate and trust 
partners. 
Determine this percentage by dividing the distributive share of direct resident estate and trust partners by the total distributive share on line 8.  
Line 27
Enter the net amount of Minnesota modifications relating to the federal adjustments included on lines 25 and 26. Use the individual, estate, 
and trust modifications within Minn. Stat. §§ 290.0131 and 290.0132. Do not include modifications relating to partner-level tax attributes. 
Include an explanation of your modifications.
If the net amount is an addition, include the amount as a positive number on line 27. If the net amount is a subtraction, include the amount as 
a negative number on line 27. 

Part 7 – Tiered Partners
Line 31
To determine the amount to enter on line 31, complete Part 9 - Schedule of Nonresident Indirect Partners. Only include an amount for the 
indirect partners for which you can determine the residency or domicile status. See the instructions for Part 9 on page 5 for more details.

                                                                                                                        Continued            4



- 9 -

Enlarge image
                                             FINAL DRAFT 10/2/23
2023 M3BBA, Instructions (Continued)

Line 33
Enter the net amount of Minnesota modifications relating to the federal adjustments included on line 32. For individual, estate, and trust 
indirect partners, use the modifications within Minn. Stat. §§ 290.0131 and 290.0132. For corporate indirect partners, use the corporate 
modifications within Minn. Stat. §§ 290.0133 and 290.0134. Do not include modifications relating to partner-level tax attributes. Include an 
explanation of your modifications.
If the net amount is an addition, include the amount as a positive number on line 33. If the net amount is a subtraction, include the amount as 
a negative number on line 33. 
Part 9 – Schedule of Nonresident Indirect Partners
Complete Part 9 to identify your partnership’s nonresident indirect partners. If you are unable to determine that your indirect partners are not 
residents of Minnesota, do not enter them on Part 9 or include an amount relating to the partner on line 31. Only partners listed on Part 9 may 
include an amount in column D and a relating amount on line 31. 
In columns A, B, and C, enter the name, tax ID number, and address of each reviewed year nonresident indirect partner that you can identify 
as a nonresident. A single member LLC, or other entity, that is disregarded for federal and Minnesota income tax purposes is also disregarded 
for purposes of this schedule. Report the tax ID number of the partner ultimately taxed.
In column D, enter each nonresident partner’s distributive share of the federal adjustments that is assigned to the state of domicile or 
residency. Only include amounts for partners that are identified in columns A, B, and C. Enter the sum of all amounts reported in column D at 
the bottom of the column and on line 31. 
In column E, enter the partner’s state of residency or domicile. This must not be Minnesota. If the partner is not a U.S. resident, enter the 
country of residency. 

State Partnership Representative Designation
If your partnership wants to designate a person other than its federal partnership representative, complete the State Partnership 
Representative Designation on page 4 of Schedule M3BBA. If this designation is not completed, the state partnership representative will be 
the same person as the partnership’s federal partnership representative.
The state partnership representative has the sole authority to act on behalf of the partnership, and its partners are bound by those actions. 
How do I complete the designation?
Enter the partnership's name, federal ID number, and Minnesota Tax ID number.
Enter the designated state partnership representative’s name, address, phone number, taxpayer identification number, and email address.
The designation must be signed and dated by someone with legal authority to sign agreements on behalf of your partnership. Authorized 
persons must sign, date, print their name and title, and enter their contact information. This designation is not valid until it is signed and 
dated. 
We reserve the right to request additional information as needed to verify identity and authority to sign.
How do I revoke the designation?
To revoke the designation, an owner, officer, or authorized agent of the partnership, or the designee must send the department a signed and 
dated statement terminating the designee’s authority and designating a new designee, or stating that the federal partnership representative is 
designated. 
Mail the revocation to the following address:
Minnesota Department of Revenue
Partnership Tax
Mail Station 5170
600 N. Robert Street
St. Paul, MN 55146-5170

                                                                                                                                               5






PDF file checksum: 3546784803

(Plugin #1/9.12/13.0)