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IRS Makes It Harder for Entities to Get a TIN

The IRS recently announced a change to Form 8832, the application for a taxpayer identification number (TIN). As of May 13, 2019, only an individual (and not an entity) generally may be listed as the "responsible party" on the application.

Investment vehicles generally are required to obtain TINs. Historically, administration companies (such as certificate administrators for commercial mortgage-backed securitization transactions) often have obtained TINs on behalf of the investment vehicles and have listed themselves as the responsible parties. Since the IRS' rule change, some of these companies have been reluctant to list their employees as responsible parties, particularly since the application generally also requires the responsible party to provide its own social security number. 

As a technical matter, it is not always clear who would satisfy the definition of responsible party. The application instructions define responsible party as "the person who ultimately owns or controls the entity or who exercises ultimate effective control over the entity." Securitization vehicles, such as real estate mortgage investment companies (REMICs) and grantor trusts, typically are static investment pools and thus, arguably, are not owned or controlled by an individual.

Key Contacts

Adam Blakemore
T. +44 (0) 20 7170 8697

Linda Z. Swartz
T. +1 212 504 6062

Jon Brose
T. +1 212 504 6376

Andrew Carlon
T. +1 212 504 6378

Mark P. Howe
T. +1 202 862 2236

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