Persona responsable. Keep the English phrase responsible party nearby because it appears on IRS pages, Form SS-4, and Form 8822-B.
Plain-language definition
The responsible party is the person with practical authority to control, manage, or direct the entity and its funds or assets. An EIN application identifies that person so the IRS knows who ultimately controls the entity for this record.
It is usually a natural person
Except for a government entity, the IRS requires the responsible party to be an individual rather than another company or organization. The EIN application normally includes that individual’s SSN or ITIN. Current Form SS-4 instructions provide a rule for a foreign responsible party who has no SSN or ITIN and is ineligible to obtain one.
Examples by entity type
- Corporation: usually the principal officer.
- Partnership: usually a general partner.
- Tax-exempt organization: generally the principal officer.
- Trust: a grantor, owner, or trustor.
- Estate: an executor, administrator, personal representative, or other fiduciary.
- Government entity: the agency or representative able to legally bind it.
Not the same as a nominee
A nominee has limited authority during formation and little or no control over the entity’s assets. The IRS says a nominee cannot apply for an EIN or be listed as the responsible party merely because that person or service filed formation paperwork.
Not automatically the same as a beneficial owner
Beneficial ownership reporting and EIN responsible-party identification serve different federal purposes and may use different legal standards. Do not substitute a FinCEN beneficial-owner list for the IRS rule without checking both agencies’ current requirements.
Where the term appears
- Lines 7a and 7b of Form SS-4 and the EIN online application.
- The IRS one-EIN-per-responsible-party daily limit.
- Form 8822-B when the person responsible for an existing EIN record changes.
Changing the responsible party
An entity with an EIN must report a responsible-party change to the IRS on Form 8822-B within 60 days. Use the current form and its mailing instructions; do not request a new EIN only because the responsible party changed.
Practical example
A formation service may submit state documents for an LLC, but that does not make the service the responsible party. The responsible party is normally the individual who ultimately controls the LLC and its funds.