A company moves offices and updates the lease, the bank, the payroll system, the registered agent and the Secretary of State. None of those reach the IRS. Some months later a notice is mailed to the old suite number, and it is legally effective whether or not anybody reads it.
Revenue Procedure 2010-16 says so in its second paragraph: when a notice or document is sent to a taxpayer's last known address, it is legally effective even if the taxpayer never receives it. Section 6213(a) then gives 90 days to petition the Tax Court for a redetermination of a deficiency, counted from the date the notice is mailed. Not from receipt. The clock on an unopened envelope runs at the same speed as the clock on one you read.
Form 8822-B is the channel for keeping that address current, and for one other thing that has a deadline attached.
What your last known address is set by
Regulation 301.6212-2(a) defines it as the address on your most recently filed and properly processed federal return, unless the IRS has been given clear and concise notification of a different address.
Revenue Procedure 2010-16 section 5.01(2) lists the returns that carry an address for an EIN filer. The list includes Forms 1120, 1120-S, 1065, 940, 941, 943, 944, 945, 720, 990 and its variants, 1041, 1042 and 2290. File one of those with a new address and proper processing updates the record for the name and EIN it was filed under.
The list is worth reading for what is absent. Information returns are not on it, so a year of 1099s issued from the new office changes nothing. Neither is Form 7004, so an extension filed from the new address changes nothing either. A company that moves in March and files its extension in April has told the IRS nothing at all until the return goes in.
Two more channels that feel like notice and are not. Regulation 301.6212-2(b)(1) says change of address information a taxpayer provides to a third party, including another government agency, is not clear and concise notification. Updating the Secretary of State does not travel. And Revenue Procedure 2010-16 section 5.04(1)(a) says a new address reflected in the letterhead of taxpayer correspondence will not by itself serve to change the address of record, while section 5.04(2)(a) rules out email to an IRS address.
The single third-party exception is the Postal Service. Regulation 301.6212-2(b)(2)(i) has the IRS refresh addresses from the USPS National Change of Address database, which retains change of address information for 36 months, and the new address becomes the last known address when the name and old address in IRS records match the name and old address in the NCOA record. That match condition is where a business filing typically falls down, because the name on the USPS form and the legal name on the EIN record are often different strings.
The part of the form that is not optional
Form 8822-B, currently at revision 12-2019, notifies the IRS that you changed your business mailing address, your business location, or the identity of your responsible party. The instructions split those three into two categories:
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. However, 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.
So the address half is voluntary with a consequence, and the responsible party half is mandatory with no penalty. Both sentences describe the same underlying risk, which is a notice that was validly issued and never read.
The 60-day rule, and the regulation that makes it binding
Both the form and the Form SS-4 instructions say a change in responsible party must be reported within 60 days, and both cite Regulation 301.6109-1(d)(2)(ii). Read that regulation and the number is not in it. Subparagraph (A) says only that persons issued EINs must provide to the IRS any updated application information in the manner and frequency required by forms, instructions, or other appropriate guidance.
That is the mechanism. The regulation creates the obligation and delegates its content to the form, so the 60 days is legally operative because the instructions set it, and the instructions bind because the regulation says they do. Changing the deadline takes no rulemaking.
Subparagraph (B) sets the reach: paragraph (d)(2)(ii)(A) applies to all persons possessing an employer identification number on or after January 1, 2014. It is not limited to EINs issued after that date and it is not limited to entities that file anything in particular. Holding an EIN is the whole test.
T.D. 9617, published at 78 FR 26244 on May 6, 2013, explains what the rule was written to fix. Some EIN applicants list individuals temporarily authorized to act on the applicant's behalf, sometimes called nominees, as principal officers, general partners, grantors, owners and trustors. The preamble says that listing prevents the IRS from maintaining correct information about the responsible party, and that the update requirement lets the IRS contact the correct person when resolving a tax matter. The same paragraph names the second motive, which is combating schemes that use nominees to conceal the true responsible party behind entities holding assets and income.
Read alongside the delegation above, that is a rule built for the case where the name on the EIN record was never right in the first place.
Who the responsible party is supposed to be
The Form SS-4 instructions define it as the person who ultimately owns or controls the entity or who exercises ultimate effective control over it. The test is practical rather than titular: 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 them, 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, a natural person, not an entity. Line 9 of Form 8822-B accepts an SSN, an ITIN or an EIN, and that EIN option is there for government entities. Everyone else enters an SSN or an ITIN.
For entities whose shares or interests trade on a public exchange or are registered with the SEC, the instructions name the principal officer for a corporation and a general partner for a partnership, and the individual requirement still applies on top. Their worked example: if a corporation is the general partner of a publicly traded partnership, the responsible party of the partnership is the principal officer of that corporation.
One side effect worth knowing before a busy incorporation week. EIN issuances are limited to one per responsible party, per day.
Three things the form does not do
It does not change the company's name. The purpose statement lists mailing address, business location and responsible party, and line 4a asks for the business name only to identify the entity. Name changes ride on the return, at item E box 3 of Form 1120 and item G box 3 of Form 1065.
It does not change a home address. Form 8822 handles that, and a founder who moved house and moved the company at the same time is filing two forms.
It does not reach the address record for employee benefit plan returns through the ordinary route. Revenue Procedure 2010-16 section 6.02 puts the Form 5500 series outside the revenue procedure entirely, because of its processing requirements. That is why line 2 of Form 8822-B is a separate checkbox for employee plan returns, sitting beside line 1 for employment, excise, income and other business returns. A company with a solo 401(k) or any 5500 filer checks both.
Filing mechanics
Lines 1 through 3 are checkboxes for which records the change affects: business returns, employee plan returns, business location. Check all that apply. Lines 4a and 4b identify the entity by name and EIN. Line 5 is the old mailing address, line 6 the new one, line 7 a new business location, and lines 8 and 9 the new responsible party's name and taxpayer identifying number.
Signing is narrower than it looks. An officer, owner, general partner or LLC member manager, plan administrator, fiduciary, or an authorized representative must sign, and a representative has to attach a copy of their power of attorney, which is what Form 2848 is for. The instructions are explicit that the IRS will not complete an address or responsible party change from an unauthorized third party. A bookkeeper preparing the form still needs a signer with standing or a POA on file.
Where it goes depends on the old address. Businesses whose old address was in Connecticut, Delaware, the District of Columbia, 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 or Wisconsin mail to Internal Revenue Service, Kansas City, MO 64999. Everyone else, including any address outside the United States, mails to Internal Revenue Service, Ogden, UT 84201-0023.
Processing generally takes 4 to 6 weeks, and there is no online substitute. The IRS Business Tax Account exposes a business profile you can view rather than edit.
Where this belongs in a close
Reconciling cash to a statement is routine; reconciling the entity record to reality usually is not, and it has the same shape. The comparison is between what the IRS holds and what is true right now, and it has three lines.
The mailing address on your most recently filed and properly processed return against the place mail is actually opened today. The responsible party named on the EIN record against the person who currently exercises effective control. The C/O line, if you have one, against the firm that currently handles your correspondence.
The events that break the second line are ordinary ones: a founder bought out, a new chief executive, an LLC converting to a corporation, a formation service whose account manager was named on the SS-4 and left. Each of those starts a 60-day clock, and it starts on the date of the change rather than on the date somebody notices.
The events that break the first line are more visible, and they are the ones people trust the wrong channel to fix. A move updated everywhere except the IRS is the exact fact pattern Revenue Procedure 2010-16 covers in its section on third parties, and the result is a notice at the old address that counts as delivered.