Most foreign-owned LLC owners have never heard of Form 8822-B, and the IRS gives them 60 days to file it. It is the form that tells the IRS your business address changed, or that the person it holds responsible for your EIN is now somebody else.
It carries no headline penalty, which is exactly why it gets ignored. The actual cost of skipping it is quieter and worse: the IRS keeps writing to an address you abandoned. When the letter it sends is a $25,000 Form 5472 penalty notice with a 90-day response clock, an outdated address stops being paperwork and starts being money.
What Form 8822-B Actually Reports
Form 8822-B (“Change of Address or Responsible Party — Business”) updates three pieces of information the IRS attached to your EIN when it was issued:
- Business mailing address— where the IRS sends correspondence about your LLC
- Business location— the physical address, if different from the mailing address
- Responsible party— the person the IRS treats as controlling the entity
Any business or entity with an EIN on file can use it. For a foreign-owned single-member LLC, that is you, from the moment your EIN was issued.
Who Counts as the “Responsible Party”
This is the part people get wrong. The responsible party is the individual who ultimately owns or controls the entity, or who exercises effective control over it. For a foreign-owned single-member LLC, that is almost always you, the owner— not your registered agent, not your formation company, and not your accountant.
The IRS requires a natural person here. An entity cannot be the responsible party unless it is a government entity or a publicly traded corporation meeting specific criteria. A nominee — someone temporarily listed during formation who has no real control — is explicitly not a valid responsible party.
The formation-service trap.Some formation companies list one of their own staff as the responsible party on your Form SS-4 to speed up EIN issuance. If that happened to you, the IRS currently believes a stranger controls your LLC — and is sending your mail accordingly. Filing Form 8822-B to put your own name in that field is the fix. Check your original Form SS-4 or EIN confirmation letter to see whose name is on it.
The 60-Day Rule (and What It Applies To)
The deadline is asymmetric, and the distinction matters:
| What changed | Deadline | Source of the rule |
|---|---|---|
| Responsible party | Within 60 days of the change | Treasury Regulation § 301.6109-1(d)(2)(ii), cited in the form instructions |
| Business mailing address | No statutory deadline — but file promptly | Practical necessity: undelivered IRS mail is still legally delivered |
| Business location | No statutory deadline — but file promptly | Same |
Events that trigger a responsible-party change for a foreign-owned LLC: selling or transferring your membership interest, adding a member who takes control, a nominee being replaced by the real owner, or the death of the previously listed individual.
Filling Out Form 8822-B: Field by Field
The form is one page and takes about ten minutes. Here is what goes where for a typical foreign-owned LLC:
| Section | What to enter |
|---|---|
| Checkboxes 1–2 | Tick box 1 if this change affects employment/excise tax returns; tick box 2 if it affects income tax returns. A foreign-owned single-member LLC filing Form 5472 with a pro forma 1120 generally ticks box 2. |
| Line 3 | Your LLC’s exact legal name, as registered with the state and as it appears on your EIN letter |
| Line 4 | Your EIN, formatted XX-XXXXXXX |
| Line 5 | Old mailing address — the one currently on file with the IRS |
| Line 6 | New mailing address |
| Line 7 | New business location, only if it differs from line 6 |
| Line 8 | New responsible party’s name |
| Line 9 | New responsible party’s SSN, ITIN, or EIN. If the new responsible party is a foreign person with none of these, this is where a reference to their foreign status goes — see the note below. |
| Signature | Signed by an owner, member, or officer with authority. There is no paid-preparer requirement — you can sign it yourself. |
On line 9 with no US tax ID: a foreign responsible party who has never had an SSN or ITIN cannot invent one, and the IRS does not require them to obtain one purely for this form. This mirrors the position on Form SS-4, where no ITIN is required to establish the entity. Where the IRS’s own instructions leave a genuine gap for foreign filers, this is a reasonable point to confirm your specific facts with a preparer rather than guess.
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Start your filing →Where to Mail It — Based on Your OLD Address
This is the mistake that sends forms into limbo: the destination depends on your old business address, not the new one you are reporting.
| If your OLD business address was in… | Mail Form 8822-B to |
|---|---|
| Connecticut, Delaware, DC, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia, Wisconsin | Internal Revenue Service Kansas City, MO 64999 |
| Any other state, or any address outside the United States | Internal Revenue Service Ogden, UT 84201-0023 |
For the states foreign founders actually use, that shakes out as:
- Wyoming, New Mexico, Florida, Nevada, Texas → Ogden, UT
- Delaware → Kansas City, MO (the one popular formation state that breaks the pattern)
- Your own address abroad, if that is what the IRS has on file → Ogden, UT
Ogden is the same service center that processes Form 5472 and pro forma 1120 packages — but the ZIP codes differ, so do not reuse the address off your last filing.
Paper only. There is no e-file and no fax optionfor Form 8822-B. If you are used to faxing Form 5472 or Form SS-4, this one breaks the habit — it has to go by post. Use a tracked or certified service so you have proof of the mailing date.
What Happens After You Mail It
- Cost: nothing. The IRS charges no fee for Form 8822-B.
- Processing: generally 4 to 6 weeks.
- No confirmation after 60 days? The IRS instructs you to mail a copy of the same form with “Second Request” written across the top.
- Keep your proof. Your tracked-mail receipt is the only evidence you filed within the 60-day window. Store it with your Form 5472 records.
The Real Cost of Skipping It
Search results will tell you there is no penalty for a late Form 8822-B. That is technically true and practically misleading.
The IRS treats correspondence mailed to your last known address as validly delivered, whether or not it reaches you. That is the whole problem. Consider the realistic chain for a foreign-owned LLC:
- You move, or your formation company’s address stops forwarding mail.
- The IRS assesses a $25,000 Form 5472 penalty and mails a CP215 notice to the old address.
- The 90-day window to respond runs out. You never saw the letter.
- Continuation penalties begin: an additional $25,000 for every 30-day period, with no statutory cap.
By the time the problem surfaces — often when a bank flags something or a new accountant pulls your transcript — the exposure has multiplied. The form that would have prevented it costs a stamp.
Key Takeaways
- File Form 8822-B within 60 days of a responsible-party change. Address changes have no statutory deadline but should be filed just as promptly.
- For a foreign-owned single-member LLC, the responsible party is you— not your registered agent or formation service.
- It is paper only. No e-file, no fax.
- Mail it based on your old address. Most foreign founders and every non-Delaware formation state go to Ogden, UT 84201-0023.
- There is no direct penalty — but an outdated address is how a $25,000 penalty notice becomes an uncapped one.
Frequently Asked Questions
Is there a penalty for not filing Form 8822-B?
No specific dollar penalty is written into the statute, unlike the $25,000 Form 5472 penalty. The real risk is indirect but serious: the IRS keeps mailing notices to the old address on file. If a Form 5472 penalty notice or a CP215 goes to an address you no longer control, the 90-day response window can expire before you ever see the letter, and continuation penalties start accruing.
Do I need to file Form 8822-B if only my registered agent changed?
Not necessarily.Form 8822-B reports your business mailing address, business location, and responsible party. If you switched registered agents but your mailing address on file with the IRS did not change, there is nothing to report. If the registered agent’s address wasthe address the IRS has on file for your LLC, then yes — file the form.
Can I file Form 8822-B online or by fax?
No. Form 8822-B is paper only. There is no e-filing option and no fax option, which surprises owners used to faxing Form 5472 or SS-4. It must be printed, signed, and mailed to the IRS service center that matches your old business address.
Where do I mail Form 8822-B if my LLC address is outside the US?
Ogden, UT 84201-0023. If your old business address was outside the United States, that is your service center. The mailing address is determined by your oldaddress, not your new one — the single most common mistake on this form.
How long does the IRS take to process Form 8822-B?
Generally 4 to 6 weeks.If you have not received confirmation after 60 days, the IRS instructs you to mail a copy of the form with “Second Request” written across the top. Keep proof of your original mailing — that is the only evidence you filed on time.
Does changing my responsible party affect my Form 5472 filing?
No.Form 8822-B updates the IRS’s contact record for your EIN; it does not change your Form 5472 obligation, your deadline, or what you report. The two filings are entirely separate. What it does affect is whether IRS correspondence about that Form 5472 actually reaches you.
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