What is an EIN Responsible Party?
The EIN Responsible Party (aka IRS Responsible Party) is the “contact person”.
Meaning, questions and notices from the IRS will be mailed to this person.
Said another way, the IRS either provides information or requests information from the Responsible Party.
Note: The IRS only communicates via mail. They won’t call or email you. If you get an email or phone call from the “IRS”, it’s a scam.
The IRS’s definition is kind of confusing
“The “responsible party” is the person who ultimately owns or controls the entity, or who exercises ultimate effective control over the entity.
The person identified as the responsible party should have a level of control over, or entitlement to, the funds or assets in the entity that, as a practical matter, enables the person, directly or indirectly, to control, manage, or direct the entity and the disposition of its funds and assets. Unless the applicant is a government entity, the responsible party must be an individual (i.e., a natural person), not an entity.“
Source: Instructions for Form SS-4 (see “Responsible party defined”).
Again, it’s easiest to think of the EIN Responsible Party as just your LLC’s “contact person”.
Who can be the EIN Responsible Party for an LLC?
The EIN Responsible Party for an LLC must be an LLC Member (owner).
- In a Single-Member LLC, the EIN Responsible Party must be the sole LLC Member.
- In a Multi-Member LLC, the EIN Responsible Party must be one of the LLC Members. Although any LLC Member can be listed, the person listed will take on the responsibility of making sure the LLC’s taxes are handled properly.
- For an LLC owned by another LLC (or another entity), you should list the owner of the parent company.
The EIN Responsible Party can’t be an entity (company)
The IRS made changes to the EIN Application in 2018.
The EIN Responsible Party must now be an individual person. It can’t be a entity (company).
To quote the IRS definition:
“Unless the applicant is a government entity, the responsible party must be an individual (i.e., a natural person), not an entity.“
Who can be the Responsible Party for an LLC owned by another LLC?
If you have one LLC (the “Child”) that is owned by another LLC (the “Parent”):
- you can’t list the Parent LLC as the Responsible Party for the Child LLC; and
- you can’t list the Parent LLC’s EIN on the new Child LLC’s EIN Application
This used to be allowed, but the IRS stopped allowing it in 2018.
Unless the LLC obtaining the EIN is a government entity (which will not be the case for 99% of our readers), the EIN Responsible Party must be a natural person. This means the Responsible Party must be an individual and can’t be a company.
Again, even though the LLC applying for a new EIN is owned by another LLC, you’ll need to list an individual person as the EIN Responsible Party. So in this case, you should just list one of the owners (Members) of the Parent LLC.
Who can be the Responsible Party for an LLC if the Member is a Trust?
If an LLC is owned by a Trust or multiple Trusts (said another way: If a Trust is an LLC Member), then it depends on if the Grantor is alive.
Note: A Grantor is also referred to as a Settlor, Trustor, or Trust Owner. They are all the same thing; the person(s) who established the Trust.
If the Grantor is alive, then they can be the EIN Responsible Party for the LLC. If there are multiple Grantors, you can just pick someone. There is no requirement to pick one Grantor over another.
If the Grantor(s) is/are deceased, then a Trustee (or Successor Trustee if the Trustee is deceased) can be the EIN Responsible Party for the LLC.
Can the Responsible Party be an LLC Manager?
If your LLC is Manager-Managed, it depends on whether or not the LLC Manager is also an LLC Member.
- If your LLC Manager is NOT a Member of your LLC, then they can’t be the Responsible Party.
- If your LLC Manager is ALSO a Member of your LLC, then they can be the Responsible Party. Just list them (or any other LLC Member) as a “Member” when filing the application for the Responsible Party
If your LLC is Member-Managed, you don’t need to worry about this. Just list an LLC Member as the Responsible Party.
Related article: Member-managed LLC vs Manager-managed LLC
Only 1 Responsible Party is needed
The IRS only needs one (1) Responsible Party on file for your LLC’s EIN.
If your LLC is a Multi-Member LLC, the IRS doesn’t need the contact information of all the LLC Members. They just want one Responsible Party on file with the EIN.
The other LLC Members will be listed in your LLC Operating Agreement.
The EIN Responsible Party is not personally liable for IRS tax debt
A lot of readers wonder if listing themselves as the EIN Responsible Party will automatically make them personally liable if the LLC defaults, avoids, or evades taxes with the IRS by the fault of another LLC Member (in a Multi-Member LLC).
Just being listed as the EIN Responsible Party doesn’t automatically make you personally liable for the LLC’s IRS tax debts.
However, that doesn’t mean you won’t receive letters from the IRS and have to present yourself in tax court (in more serious circumstances) in order for it to become a fact that you are not personally “responsible” (personally liable) for the LLC’s tax debt.
The following two terms have different meanings:
- EIN Responsible Party
- “responsible” person
In tax court, it could be determined that the person listed as the EIN Responsible Party is not actually personally “responsible” for the LLC’s tax debt (if another Member knowingly lied or avoided paying/filing LLC taxes with the IRS).
Again, the easiest way to think of the EIN Responsible Party is it’s the “contact person” between the LLC and the IRS.
In a Multi-Member LLC, the person listed as the EIN Responsible Party should be the one willing to take on the role/responsibility of making sure all taxes are filed correctly and paid on time.
In a Single-Member LLC, as the owner, you must be the EIN Responsible Party. And just like in a Multi-Member LLC, you are not automatically personally liable for your LLC’s tax debts, however, if you knowingly lie or avoid paying/filing taxes with the IRS, then the IRS will go after you personally.
On what paperwork does the EIN Responsible Party appear?
The person who is the EIN Responsible Party will be listed on the LLC’s EIN Confirmation Letter (CP 575).
- If you have a Single-Member LLC, you’ll see “SOLE MBR” followed by the name of the EIN Responsible Party.
- If you have a Multi-Member LLC, you’ll see “MBR” followed by the name of the EIN Responsible Party.
- However, this shouldn’t be cause for concern (although many people get worried). For more details, please see What does SOLE MBR (or MBR) mean with IRS.
How to update/change the EIN Responsible Party for an LLC
To change the EIN Responsible Party for your LLC, you need to file Form 8822-B with the IRS.
Download Form 8822-B:
Leave Boxes 1-3 unchecked and then enter your LLC name and EIN on lines #4a and #4b. Then leave #5, #6, and #7 blank.
Enter the Responsible Party’s name in #8 and their SSN or ITIN in #9.
In the “Signature” section, enter the Responsible Party’s phone number. This can be a cell, home, or office number. Then have the Responsible Party sign and enter today’s date.
For title:
- Use “Owner” if you have a Single-Member LLC taxed as a Sole Proprietorship
- Use “Partner” if you have a Multi-Member LLC taxed as a Partnership
- Use your officer title if you have an LLC taxed as a C-Corporation or S-Corporation
8822-B Mailing Address:
Please refer to page 1 of Form 8822-B to determine where to mail the form to the IRS.
References
IRS: Employer ID Numbers
IRS: Instructions for Form SS-4
IRS: Responsible Parties and Nominees
IRS: Publication 163 Understanding your EIN
IRS: Internal Revenue Bulletin: 2013-23 June 3, 2013
Information verified on November 3, 2026
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.