Short answer: Form 8822-B tells the IRS that an entity's mailing address, business location or responsible party has changed. Any entity with an EIN must report a new responsible party within 60 days. Address changes are optional but important, because the IRS sends notices to the address it has on file. Funds often have dozens of entities, the fund itself, its general partner, management company, blockers and SPVs, so changes of manager or administrator can mean a stack of these forms.

What the form covers

Form 8822-B (Rev. December 2019) has three kinds of change:

  • Mailing address: where the IRS sends letters and notices for the entity's business returns, such as Forms 1065, 1120, 941 and 990, and, separately, for employee plan returns such as Form 5500.
  • Business location: the physical address of the business, if it differs from the mailing address.
  • Responsible party: the person behind the entity, with their name and SSN, ITIN or EIN.

It is for businesses and other entities. An individual changing a home address uses Form 8822 instead.

The responsible party, and the 60-day rule

When an entity applies for an EIN on Form SS-4, it names a responsible party: the person who ultimately owns or controls the entity or exercises ultimate effective control over it. With limited exceptions, such as government entities, that person must be an individual, not another company. For a publicly traded or SEC-registered entity, it is the principal officer of a corporation or a general partner of a partnership.

Under the regulations, any entity with an EIN must report a change in its responsible party within 60 days, whether or not it carries on a business. For entities in that position, using Form 8822-B is mandatory.

Filing it

  • Do not attach it to a tax return. It is mailed on its own to the IRS service center for the entity's old address: Kansas City or Ogden, with Ogden handling addresses outside the US. Check irs.gov/Form8822B for the latest addresses.
  • Who signs: an officer, owner, general partner, LLC member manager, plan administrator, fiduciary or authorised representative. A representative must attach a power of attorney, such as Form 2848, or the IRS will not process the change.
  • Processing generally takes 4 to 6 weeks.
  • An "in care of" address can be used, for example to have mail go to the fund's administrator or accountant.

Why it matters

  • Missed notices. If the IRS has an old address, notices, including audit letters, penalty notices and partnership audit correspondence, go to the wrong place, and deadlines to respond can pass unnoticed.
  • Accurate ownership records. The responsible party is how the IRS links an entity to a real person. Keeping it current avoids problems when the entity later needs to deal with the IRS.
  • Clean handovers. When a business is sold or a manager changes, updating the responsible party is part of an orderly handover.

Worked example

A private equity firm sells its management company to a new owner, and the individual who controlled the fund's general partner steps down.

  • The general partner and the management company each have an EIN, and their responsible party was the departing individual. Each files Form 8822-B within 60 days, naming the new controlling individual.
  • The fund and its SPVs have EINs too. If their responsible party was also that individual, each needs its own Form 8822-B.
  • At the same time the new owner moves the firm's office, so each entity also updates its mailing address, and, if it has employees, the address for its payroll returns.

Each form is signed by an authorised officer or general partner, or by a representative with a power of attorney attached.

What this means for funds

  • Keep an entity register with each entity's EIN, responsible party and IRS address, so changes can be updated in one pass.
  • Build Form 8822-B into closing checklists for GP-stake sales, manager changes and administrator moves.
  • Use an "in care of" address for entities whose mail should go to the fund's tax or administration team.

This explainer is general information, not tax advice.

Sources

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This explainer is analysis and general information, not tax, legal or investment advice.