Form 8822-B: Change of Responsible Party or Address for a US LLC (60-Day Rule)

When must a US LLC file Form 8822-B? Whenever the person who is the LLC's "responsible party" changes. The IRS says an entity with an EIN must report that change "within 60 days of the change". A new mailing address or a new business location is reported on the same form, but the form's own privacy notice says that use is voluntary for those two. The form goes to the IRS by mail, not with a tax return.

This guide is for owners of US LLCs who live abroad. It explains what the form does, who the IRS means by "responsible party", where the form goes, what it does not fix, and what the IRS says about not filing it. The form text we reviewed is Rev. December 2019, which is the PDF posted on IRS.gov when we checked on November 7, 2026.

Not legal or tax advice. This is general information based on the official IRS texts listed at the end. Melya is a tax return preparation firm, not a law firm, and prepares forms for your signature; it does not represent you before the IRS. Nothing here covers the tax rules of your country of residence.

In short:

• Form 8822-B is "Change of Address or Responsible Party — Business". It is for entities with an EIN.
• New responsible party: report it within 60 days. For the IRS, use of the form is "mandatory" in that case.
• New mailing address or business location: the form is how you tell the IRS. The privacy notice calls it "voluntary" for these changes.
• Where: a mail address chosen by the state of your OLD business address. Wyoming and "any place outside the United States" go to Ogden, UT; Delaware goes to Kansas City, MO. The form lists no fax number.
• Not covered: it does not amend a return already filed and does not change anything with a state registry.
• Processing: the form says "generally, it takes 4 to 6 weeks".

What Form 8822-B does

The IRS describes the form as the way to notify it if you changed your business mailing address, your business location, or the identity of your responsible party. The IRS page says the form is "for businesses and other entities with an Employer Identification Number application on file". The form is one page, with instructions on the back.

The form has these parts:

• Boxes 1 to 3 say what the change affects: business returns (the form names Forms 720, 940, 941, 990, 1041, 1065, 1120 and others), employee plan returns, or the business location.
• Lines 4a and 4b give the business name and the EIN.
• Line 5 is the old mailing address and line 6 the new one. Foreign addresses have extra spaces for country, province and postal code.
• Line 7 is the new business location.
• Lines 8 and 9 are the new responsible party's name and SSN, ITIN or EIN.
• Line 10 is the signature, under penalties of perjury.

You do not need a new EIN for these changes. The IRS EIN page says: "You don't need a new EIN to change your business name, address or responsible party."

Who is the "responsible party"?

The Form 8822-B instructions send you to the Form SS-4 and its instructions for who can be a responsible party. The Instructions for Form SS-4 define it this way: "The 'responsible party' is the person who ultimately owns or controls the entity or who exercises ultimate effective control over the entity." The person "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."

Three points follow from the text:

1. It must be a natural person. The SS-4 instructions say: "Unless the applicant is a government entity, the responsible party must be an individual (that is, a natural person), not an entity." If a company owns your LLC, the responsible party is not that company; it is the individual at the top who owns or controls it.
2. Control and entitlement to the funds is the test. The definition does not mention the registered agent, a formation service or an accountant. A person with no ownership or control over the LLC's funds and assets does not fit the wording. The IRS EIN page adds that "nominees are not authorized to apply for an EIN".
3. For a single-member LLC owned from abroad, it is normally the owner. This is our reading of the definition, not a sentence in the instructions. For a multi-member LLC, the instructions give no table: the test is again who ultimately owns or controls the entity.

The same definition governs the IRS EIN application, so the guide on getting an EIN without an SSN applies when the person is a foreigner.

When the 60-day rule applies

The form's instructions state: "Any entity with an EIN is required to report a change in its 'responsible party' on lines 8 and 9 within 60 days of the change. See Regulations section 301.6109-1(d)(2)(ii)." The Instructions for Form SS-4 repeat it.

The regulation itself does not state the number of days. Section 301.6109-1(d)(2)(ii)(A) says that persons with an EIN "must provide to the Internal Revenue Service any updated application information in the manner and frequency required by forms, instructions, or other appropriate guidance." The 60 days therefore comes from the form's instructions.

Typical events that can change the responsible party:

• the owner sells the LLC or transfers it to another person;
• a new person takes over control of an LLC that has several members;
• the owner who was named on the original EIN application no longer controls the LLC.

Ownership changes can raise other questions, such as whether a new EIN is needed. The EIN page says that "you need a new EIN, in general, when you change your entity's ownership or structure". How that applies to your LLC depends on its tax classification and facts, which this guide does not cover (we could not confirm how this applies to a specific case).

Address change: required or voluntary?

The form text is not perfectly consistent, and both sentences are worth reading. "Purpose of Form" says that "any entities that change their address or identity of their responsible party must file Form 8822-B, whether or not they are engaged in a trade or business." The Privacy Act notice then says: "If you are an entity with an EIN and your responsible party has changed, use of this form is mandatory. Otherwise, use of this form is voluntary. You will not be subject to penalties for failure to file this form."

In practice, report an address change anyway. The same notice says what is at stake: "If you fail to provide the IRS with your current mailing address or the identity of your responsible party, you may not receive a notice of deficiency or a notice of demand for tax. Despite the failure to receive such notices, penalties and interest will continue to accrue on any tax deficiencies."

That is the only consequence of not filing that we found in the form. We found no separate penalty amount for an overdue 8822-B in the texts reviewed here, and we do not state one.

Where to send Form 8822-B

The "Where To File" box depends on the state of your old business address (line 5), not the new one:

Notes on the table:

• The form prints no fax number, and we did not find an online filing option in the IRS page or the form. Check "About Form 8822-B" on IRS.gov for the current instructions before you send.
• A Wyoming LLC whose old address was its registered agent's Wyoming address uses the Ogden line. A Delaware LLC uses Kansas City. A Delaware LLC whose old address was abroad uses Ogden, because "any place outside the United States" is on that line.
• The form says "Do not attach this form to your return." It is a separate mailing.

Who signs

The instructions say: "An officer, owner, general partner or LLC member manager, plan administrator, fiduciary, or an authorized representative must sign." If a representative signs, a copy of a power of attorney (the instructions mention Form 2848) must be attached, and "the Internal Revenue Service will not complete an address or responsible party change from an 'unauthorized' third party."

Melya holds only a PTIN, so we do not sign for you and we do not act as your IRS representative. For an owner abroad, that means a hand-signed form, mailed. The form text does not say whether the IRS accepts an electronic signature, and we could not confirm it.

What Form 8822-B does not do

• It does not amend a return you already filed. The form says "Do not attach this form to your return". It updates the IRS record for the EIN. The texts we reviewed do not say that the IRS rewrites addresses on past returns, and we do not claim it does (we could not confirm either way).
• It does not change your name. The form covers addresses, business location and responsible party only. See the 147C guide for name mismatches.
• It does not change state records. The Secretary of State, the registered agent record and the state tax accounts are separate. If you replace your registered agent or move your principal office, the state has its own procedure. For Wyoming, start with the Wyoming annual report guide. Whether a state shares data with the IRS is not covered by the form.
• It does not change your home address. The form says to use Form 8822 for that.
• It does not replace the EIN. There is no new number; see how to find a lost EIN.

Common mistakes for owners abroad

Line 9 when the new responsible party has no SSN or ITIN. The line asks for the "SSN, ITIN, or EIN" and refers to the Form SS-4 instructions. Those instructions say that on the EIN application, you "enter 'foreign' or N/A on line 7b if the responsible party doesn't have and is ineligible to obtain an SSN or ITIN. An entry is required." The 8822-B instructions do not repeat that sentence. We could not confirm whether the IRS accepts "foreign" on line 9; we only know what the SS-4 says for line 7b. If a number is needed, the ITIN route is covered by our ITIN application support service.

Naming a company as responsible party. The SS-4 definition requires a natural person, so an entity does not fit (the government exception does not apply to a private LLC).

Using the registered agent's address as the "new" address and forgetting the old one. Line 5 asks for the old address, and the mailing location depends on it.

Sending to the wrong center. Use the old business address, not the new one.

Waiting for the next tax return. The 60-day clock runs from the change, and the form says not to attach it to a return.

Assuming the form updates Form 5472 data. Form 5472 reports the reporting corporation's address on line 1a and the 25% foreign shareholder's name and address in Part II. Those are entries on a return, filed each year. Make sure the next return shows the current address and the correct owner. For the filing details, see the Form 5472 instructions, line by line and how to fax or mail Form 5472.

Related steps if the LLC is closing

If the change is part of closing the LLC, the order of steps matters, and the EIN account is closed by letter, not by 8822-B. See how to close a US LLC owned from abroad.

How Melya can help

The service is Owner or Address Change (Form 8822-B), $99. We prepare Form 8822-B for your signature, to report the new responsible party (due within 60 days of the change) or your new address. You review it, sign it by hand and mail it; we confirm in writing how it will be sent before any work starts. We make no promise about how fast the IRS processes it. See the service.

Frequently asked questions

Do I have to file Form 8822-B if I only change my mailing address?

The form's purpose section says entities that change their address must file. The privacy notice says use is mandatory for a responsible-party change and "otherwise voluntary". Filing it means the IRS has your current address for notices.

What happens if I miss the 60 days for a responsible party change?

The form says you "will not be subject to penalties for failure to file this form". It says the IRS may not be able to send you a notice of deficiency or notice of demand, and penalties and interest on any deficiency continue to accrue. File as soon as you notice.

Who is the responsible party of my single-member LLC?

The person who ultimately owns or controls the LLC and its funds, and it must be a natural person. For a foreign-owned single-member LLC this is normally the owner. This is our reading; the SS-4 instructions give the definition.

Where do I mail Form 8822-B from outside the US?

The form lists the address by the old business address. "Any place outside the United States" and Wyoming use Ogden, UT 84201-0023. Delaware uses Kansas City, MO 64999. No fax number is printed.

Does Form 8822-B change the address on a Form 5472 I already filed?

The form says not to attach it to a return, and the texts reviewed do not say it changes past returns. Put the current address on your next return.

Can my registered agent file it for me?

The instructions say an officer, owner, general partner or LLC member manager, plan administrator, fiduciary, or an authorized representative must sign, and a representative must attach a power of attorney. A registered agent is not on the list unless properly authorized.

Official sources

• IRS, About Form 8822-B, Change of Address or Responsible Party - Business (page last reviewed June 25, 2026).
• IRS, Form 8822-B (Rev. December 2019), including the "Where To File" box, the Responsible Party and Signature sections and the Privacy Act notice.
• IRS, Instructions for Form SS-4: lines 7a-7b, "Responsible party defined".
• IRS, Employer identification number: "Who is a responsible party" and "When to get a new EIN".
• eCFR, 26 CFR 301.6109-1(d)(2), updating of application information.
• IRS, Instructions for Form 5472 (Rev. 12-2024): Part I line 1a and Part II.