The Right (to) Party: Designating
the Correct IRS Tax Matters Partner/Responsible Party

When forming a business, all entities are required to designate an individual as the business entity’s “Responsible Party.” But what is this party responsible for? Why does the IRS require such a designation? Who can be designated as a Responsible Party? Understanding the basics of IRS Responsible Parties is crucial, as properly designating your entity’s Responsible Party is an essential step in forming your business.

What is a Responsible Party?

Also known as the “Tax Matters Partner,” a Responsible Party is an individual listed in a business organization’s filing to serve as a point of contact for the IRS for any tax matters related to the business. The Responsible Party is a designation required by the IRS to help the IRS effectively enforce the entity’s tax obligations. The IRS will now have a designated Responsible Party for each business entity, streamlining communication by addressing tax concerns directly to that designated contact. Additionally, a Responsible Party is required for an entity to apply for and receive an Employer Identification Number (“EIN”).

Who can be designated as a Responsible Party?

Because the Responsible Party is intended to be a single point of contact for the entire company, the Responsible Party must be an individual (unless the applicant is a government entity). The individuals qualified for designation as the Responsible Party depend on the specific entity. For companies traded on a public exchange or registered with the Securities and Exchange Commission, the Responsible Party must be the principal officer of the business (if the business is a corporation); or a general partner (if the business is taxed as a partnership). If a corporation or other entity acts as the general partner in a partnership, the Responsible Party will be the principal officer of that entity. For all other entities, the IRS requires the Responsible Party to be a person “who has a level of control over, or entitlement to,” the entity’s funds or assets that enables the individual to “control, manage, or direct the entity and its disposition of funds and assets.” While the IRS criteria for Responsible Parties is narrow, it is crucial for businesses to carefully consider who they designate as their Responsible Party to ensure they remain in compliance with all applicable tax obligations and stay up to date on all IRS communications.

What is a Nominee?

Commonly used during the formation process, a Nominee is an individual temporarily granted limited authority to act on behalf of the entity. However, Nominees are not considered true Responsible Parties. If a Nominee is used during the business formation process, the entity must update its filings to include a Responsible Party meeting the above criteria before issuing an EIN.

Responsible Parties are necessary to comply with your tax obligations as a business. For the most efficient business formation process, make sure you determine who will serve as your company’s IRS Responsible Party before forming your business. Whoever your business designates, be sure they remain on alert for any potential IRS communications and promptly file for your business’ EIN. A properly designated IRS Responsible Party is a continuing obligation that extends past business formation. If the Responsible Party leaves the company or needs to change the Responsible Party information, you must complete IRS Form 8822-B and submit it to the appropriate IRS office.

RR&A has the experience and the expertise to assist with all your business formation needs. Reach out to the team at RR&A today.

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Saayem Rahman

Saayem is a Junior Associate at R. Reese & Associates and part of the Commercial Contracts, Transactions, and Land and Title teams. To learn more about Saayem, visit his attorney page.

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Rachel Lamphier
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