Who the responsible party is
The IRS describes a responsible party as “someone who owns, controls or exercises effective control over a business, nonprofit or other legal entity and directly or indirectly manages its funds and assets.” Its responsible parties page gives the usual choices: the principal officer of a corporation or exempt organization, a general partner of a partnership, the grantor, owner or trustor of a trust, the executor or other fiduciary of an estate, and for a government entity, the agency or representative who can legally bind it. Someone who funds an entity or is entitled to its property without authority to control it, such as a minor beneficiary, is not a responsible party, and a nominee with limited formation authority cannot be listed.
The responsible party must be a person. The IRS page says: “Your responsible party must be a person, not an entity.” IRM 3.13.2.4.8.2 dates the rule: beginning May 13, 2019, the responsible party on Form 8822-B can no longer be an individual or entity with an EIN. When a form lists one, the campus returns it with language stating: “Unless the applicant is a government entity, the responsible party must be an individual (a natural person) with an SSN or ITIN, not an entity.” A TIN is not required if the responsible party does not have and cannot obtain an SSN or ITIN (IRM 3.13.2.4.8).
The 60-day reporting rule
Treas. Reg. 301.6109-1(d)(2)(ii) requires anyone issued an EIN through Form SS-4 to “provide to the Internal Revenue Service any updated application information in the manner and frequency required by forms, instructions, or other appropriate guidance.” It applies to everyone holding an EIN on or after January 1, 2014. The Form 8822-B instructions set the manner and timing: “Any entity with an EIN is required to report a change in its responsible party on lines 8 and 9 within 60 days of the change.”
The form's privacy notice says use of the form is mandatory for an entity whose responsible party has changed, but adds: “You will not be subject to penalties for failure to file this form.” The practical cost of not filing is different: the same notice warns that an entity that does not keep its address and responsible party current may not receive a notice of deficiency or notice of demand, while penalties and interest keep accruing.
Filing Form 8822-B
| Line | What goes there |
|---|---|
| Box 1 or 2 | Check the box for the returns affected: business returns (employment, excise, income) and, if applicable, employee plan returns |
| 4a and 4b | Business name and EIN, exactly as on IRS records |
| 8 | New responsible party's name |
| 9 | New responsible party's SSN or ITIN (the form's caution refers to the Form SS-4 instructions for who may use an EIN; IRM 3.13.2.4.8.2 says BMF taxpayers must list an individual) |
| 10 | Signature of an owner, officer, general partner or LLC member manager, plan administrator, fiduciary or authorized representative, with title and date |
For a responsible party change alone, IRM 3.13.2.4.8 says items 4 and 8 through 10 must be complete before the form is processable. A representative may sign but must attach a copy of the power of attorney, and the instructions warn: “The Internal Revenue Service will not complete an address or responsible party change from an unauthorized third party.” Under IRM 3.13.2.4.8, “A Form 2848 is required for a third party not listed on CC CFINK.” See Form 2848 and the CAF number page.
Where to file. Under the Form 8822-B (Rev. December 2019) instructions, use the old business address to pick the campus: Kansas City, MO 64999 for Connecticut, Delaware, the District of Columbia, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia and Wisconsin; Ogden, UT 84201-0023 for all other states and any place outside the United States. Do not attach the form to a return, with one exception: IRM 3.13.2.4.8.2 says that “Beginning in 2023, taxpayers can submit a PDF Form 8822-B with their electronically filed tax return through MeF to change the Responsible Party information on their account.”
How BMF Entity processes it
The responsible party section updates the cross-reference TIN, sort name and care-of name fields on the entity record (IRM 3.13.2.4.8.2). Examiners verify that the TIN belongs to the name given, check that the EIN on the form is the only one assigned (consolidating duplicates under IRM 3.13.2.14), and check for identity theft indicators before changing anything; accounts with those indicators go to the Image Control Team. Signatures with titles such as owner or president are accepted at face value: “Signatures on Form 8822/Form 8822-B and requests for address changes will be accepted prima facie.”
| Situation | What the IRM directs |
|---|---|
| Single-member LLC changes owner | The form must be signed by the single member listed on IDRS; a form signed by the new responsible party is rejected for a corrected signature. Articles of organization showing the new owner are acceptable to validate the change. |
| Sole proprietorship | “The Responsible Party must not be changed on a Sole Proprietor account.” A new owner needs a new EIN, for example when an inherited sole proprietorship has a new owner. |
| Estate | If the decedent's SSN is already the cross-reference, a different SSN listed as new is not substituted. |
| Grantor trust | If the grantor's SSN is already the cross-reference, a different SSN listed as new is not substituted. |
| Care-of name matches the old responsible party | The care-of name is changed to the new responsible party, and Letter 147C goes to the entity in care of the new party and, without the EIN, to the former responsible party saying their name was removed. |
| Exempt organization or church | Routed to Ogden for EO processing. |
The Form 8822-B instructions say processing generally takes 4 to 6 weeks. A practitioner who needs to confirm the change can request the entity information through the Practitioner Priority Service with a valid authorization on file.
Update or new EIN?
An ownership change is a responsible party update only if the same entity continues. The IRS new EIN page and IRM 21.7.13.4.3 draw the lines:
| Entity | New EIN needed | No new EIN |
|---|---|---|
| Sole proprietor | Incorporates, takes in partners, files bankruptcy (except chapter 12 or 13 cases, per IRM 21.7.13.4.3.2), or the business passes to a new owner | Name or location change; additional businesses (one EIN per individual) |
| Corporation | New charter; new corporation created by statutory merger; is a corporation's subsidiary; changes to a partnership or sole proprietorship | Name or location change; bankruptcy; surviving corporation in a merger; S election; state-level conversion without a change in structure; Form 8832 election |
| Partnership | Incorporates; one partner takes over as a sole proprietor; the partnership ends and a new one begins | Name or location change; bankruptcy; ownership change that does not terminate the partnership; Form 8832 election |
| LLC | Existing LLC terminates and a new corporation or partnership is formed; single-member LLC with employment or excise taxes | Name or location change; classification election on Form 8832 or 2553; partnership converts to an LLC taxed as a partnership |
| Trust | Revocable trust becomes irrevocable; living trust becomes testamentary; trust becomes an estate | Trustee change; grantor or beneficiary name or address change |
Where a new EIN is assigned, the old account still needs its final returns and, eventually, deactivation; see closing a business with the IRS. IRM 21.7.13.4.4 adds a practical limit when the same responsible party is forming several entities: a responsible party may receive only one EIN per day. Customers and payers of the business will also need an updated Form W-9 when the name or EIN changes; see the payer side at vendor name changes and new EINs.
Address changes and CP 148A/148B
The same form changes the mailing address or business location. When the EIN has employment tax filing requirements, any address change generates two notices: CP 148A to the new address and CP 148B to the old one. IRM 3.13.2.4.9 explains why: “This notice was created to protect employers/payers/taxpayers from abusive third-party payroll providers/Professional Employer Organizations (PEOs).” If the client did not authorize the change, the IRM has BMF Entity research the source, and changes triggered by fraud or identity theft are escalated for review. An unexpected CP 148B is exactly the signal the notice was designed to send.
Questions practitioners ask
Can a holding company be listed as the responsible party?
No. Since May 13, 2019, IRM 3.13.2.4.8.2 directs the campus to return a Form 8822-B that lists an entity or a person with an EIN. The responsible party must be an individual with an SSN or ITIN, unless the entity is a government entity.
Is there a penalty for missing the 60-day deadline?
The Form 8822-B privacy notice says the filer will not be subject to penalties for failing to file the form, although notices may go to the wrong place and penalties and interest on any tax continue to accrue.
Can the outgoing owner of a single-member LLC refuse to sign?
IRM 3.13.2.4.8.2 says the form must be signed by the single member listed on IDRS, but it also says articles of organization showing the new owner are acceptable to validate the new responsible party.
Can a practitioner sign Form 8822-B?
Yes, as an authorized representative, with a copy of the power of attorney attached. The IRS will not make the change at the request of an unauthorized third party.
Does changing the responsible party change who is liable for the entity's taxes?
Form 8822-B updates IRS records. Liability for unpaid trust fund taxes is determined separately under IRC 6672; see the trust fund recovery penalty page.