In its ongoing efforts to raise awareness about identity theft and other fraud issues, the IRS reminds all organizations to file Form 8822-B, Change of Address or Responsible Party — Business,[1] when there has been a change in an organization’s responsible party or contact information.[2] For tax-exempt entities, filing Form 8822-B presumably directs the IRS to update the Exempt Organization Business Master File (EO BMF), the IRS’s basic record of information about an exempt entity. The Aug. 25, 2021, edition of the IRS’s EO Update e-newsletter[3] notes that Employee Identification Number (EIN) holders are required to update responsible party information within 60 days of any change.
Who is the responsible party of a tax-exempt organization? The instructions for Form 8822-B cross-reference the instructions for Form SS-4, Application for Employee Identification Number (EIN),[4] which define the responsible party as “the person who ultimately owns or controls the entity or who exercises ultimate effective control over the entity.” The instructions further state that, for tax-exempt organizations, “the responsible party is generally the same as the ‘principal officer’ as defined in the Form 990 instructions.”
Per Form 990 instructions, the principal officer is “an officer of the organization who, regardless of title, has ultimate responsibility for implementing the decisions of the organization’s governing body, or for supervising the management, administration, or operation of the organization.”[5]
Some tax-exempt entities designate the current board chair as the principal officer for Form 990 purposes and, as the person in that role changes, it appears that the entity would have to file Form 8822-B each time a new board member assumes the role of chair. This seems unduly burdensome for tax-exempt organizations and may necessitate designating the organization’s principal officer as the highest-ranking administrative employee (president, executive director, etc.), a role that is less likely to change as frequently as board chair.
Additionally, with its current backlog of unprocessed returns, the IRS may take significant time to process Form 8822-B and update the EO BMF. We highlighted these and other challenges in our earlier article, “IRS Business Master File issues plague exempt organizations.”[6]
[1]www.irs.gov/pub/irs-pdf/f8822b.pdf
[3] www.irs.gov/charities-non-profits/current-edition-of-exempt-organizations-update
[4] www.irs.gov/pub/irs-pdf/iss4.pdf, page 3
[5] www.irs.gov/pub/irs-pdf/i990.pdf, page 68