The Internal Revenue Service (“IRS”) has a new filing requirement for any entity with an employer identification number (“EIN”). As of January 1, 2014, an entity with an EIN must file a Form 8822-B if there is a change in the entity’s address or responsible party (as defined below). If the entity’s responsible party has changed, use of this form is mandatory. Otherwise, use of the form is voluntary. The entity must file the form within 60 days of the change.

“Responsible party” is defined follows:

• For entities with shares or interests traded on a public exchange or which are registered with the Securities and Exchange Commission: (1) if the entity is a corporation, the responsible party is the principal officer; (2) if the entity is a partnership, the responsible party is the general partner; (3) if the entity is a disregarded entity, the responsible party is the owner; (4) if the entity is a trust, the responsible party is the grantor, owner, or trustor.
• For all other entities, the responsible party is defined as the person who has a level of control over, or entitlement to, the funds or assets in the entity that, as a practical matter, enables the individual, directly or indirectly, to control, manage, or direct the entity and the disposition of its funds and assets.

At this time, there are no penalties for failure to file a Form 8822-B. However, an entity that has changes to its address or responsible party may not receive a notice of deficiency or a notice of demand for tax. Failure to receive such notice will not prevent the accrual of penalties and interest on any tax deficiencies.

Therefore, if an entity with an EIN has a change in address or responsible party, we recommend that the entity file a Form 8822-B to inform the IRS of the change.

Please Note: If an entity with an EIN had a relevant change prior to 2014 that was previously not reported, the entity was required to file a Form 8822-B by March 1, 2014. If you missed this deadline, we suggest you file a Form 8822-B as soon as possible. Again, there are currently no penalties for failure to file the form, but issues may arise if the IRS is unable to contact the correct party.