Filling out a W-9 for an LLC turns on two choices: the tax classification you check on Line 3 and the taxpayer identification number you enter in Part I. Both have to match how the IRS actually taxes your LLC, not what your state paperwork calls it. Get either wrong and the business paying you may have to withhold 24% of every payment until you fix it.1Internal Revenue Service. Backup Withholding
Line 1 and Line 2: Whose Name Goes Where
Line 1 is where most LLC owners slip. If your LLC has one owner and you haven’t elected corporate treatment, the IRS treats it as a disregarded entity, and Line 1 gets the owner’s personal name. The LLC’s legal name then goes on Line 2 as the business name or disregarded entity name.2Internal Revenue Service. Instructions for the Requester of Form W-9 The reason is simple: the IRS considers the single-member LLC nonexistent for federal tax purposes, so your name is what has to match their records.
Multi-member LLCs and LLCs that have elected corporate treatment work the other way. The LLC’s registered legal name goes on Line 1. If you also operate under a DBA or trade name, that goes on Line 2. Swap these fields and you create a name/TIN mismatch that generates automated IRS notices and eventually forces the payor to start withholding.
Line 3: Picking the Correct Federal Tax Classification
Line 3 asks how the IRS taxes your LLC, which is not always what your operating agreement or state filing implies. You need to check the box that matches the election you’ve made or the default treatment that applies if you haven’t made one.
Single-Member LLCs Check the Individual Box
If you’re the only owner and you haven’t filed Form 8832 or Form 2553, check “Individual/sole proprietor or single-member LLC.” Do not check the “Limited Liability Company” box.2Internal Revenue Service. Instructions for the Requester of Form W-9 This feels wrong because you obviously have an LLC, but your LLC’s income flows to your personal return on Schedule C, and the W-9 has to reflect that reality.
Multi-Member and Corporate-Elected LLCs Use the LLC Box
For everyone else, check the “Limited Liability Company” box and enter the letter that matches your tax status in the space next to it:
- P for a multi-member LLC taxed as a partnership (the default when no election has been filed).
- C if you filed Form 8832 to be taxed as a C corporation.
- S if you filed Form 2553 for S corporation treatment.3Internal Revenue Service. Form W-9 Request for Taxpayer Identification Number and Certification
The letter matters. The wrong one causes the payor to issue an incorrect 1099, and the numbers won’t line up at tax time. If you’re not sure which election is in force, check your most recent business return: Form 1120 means C corp, Form 1120-S means S corp, and Form 1065 means partnership.
Line 4: Usually Blank for LLCs
Line 4 is for exemption codes tied to backup withholding and FATCA reporting. The categories that qualify are narrow — tax-exempt organizations, government agencies, corporations, financial institutions, registered securities dealers.3Internal Revenue Service. Form W-9 Request for Taxpayer Identification Number and Certification An LLC taxed as a sole proprietorship or partnership has nothing to claim here. An LLC that elected C or S corporation status may qualify for exempt payee code 5. When in doubt, leave it blank. An incorrect exemption code is worse than an empty line.
Part I: Which TIN to Enter
Federal law requires every taxpaying entity to furnish a TIN when a payor requests one.4Office of the Law Revision Counsel. 26 USC 6109 – Identifying Numbers Which number belongs on your W-9 depends on the same classification logic that governs Line 3.
Single-Member LLCs: Use the Owner’s Number
For a disregarded entity, enter the owner’s SSN or the owner’s personal EIN. Do not use the LLC’s own EIN, even if the LLC has one for banking or payroll.5Internal Revenue Service. Single Member Limited Liability Companies Because the LLC’s income is reported on the owner’s individual return, the number on the W-9 has to match what the IRS expects to see on that return.
Multi-Member and Corporate-Elected LLCs: Use the Entity’s EIN
An LLC taxed as a partnership, C corporation, or S corporation files its own return, so enter the LLC’s nine-digit EIN. Fill in the digits without dashes or spaces.
If Your EIN Hasn’t Arrived Yet
You can write “Applied For” in Part I if you’ve applied but haven’t received the number. That starts a 60-day clock. If you don’t provide an actual TIN within 60 calendar days, the payor must begin backup withholding.2Internal Revenue Service. Instructions for the Requester of Form W-9
Foreign-Owned LLCs Should Not Use Form W-9
If a nonresident alien or foreign entity owns the LLC, Form W-9 is the wrong form. Foreign persons file Form W-8 (usually W-8BEN or W-8BEN-E), or Form 8233 for personal services.2Internal Revenue Service. Instructions for the Requester of Form W-9 A payor that doesn’t receive a valid W-9 or W-8 generally has to presume the payee is foreign and withhold at rates up to 30%.
Part II: Signing and Sending the Form
The certification in Part II is signed under penalty of perjury. By signing, you confirm the TIN is correct, that you’re a U.S. person, and that you’re not subject to backup withholding (or that you are, if a prior notice applies). For an LLC, a member or manager with authority to act for the entity should sign.
Electronic signatures are valid, but only when the system authenticates the signer and displays the same perjury language as the paper form.6Internal Revenue Service. Instructions for the Requester of Form W-9 A typed name in an email doesn’t qualify.
Because the form carries an SSN or EIN, don’t send it as a plain email attachment. Use an encrypted portal, a password-protected file, or certified mail. The payor keeps it on file and uses it to prepare your year-end 1099s.
When to Send an Updated W-9
A W-9 doesn’t expire on a schedule. It becomes invalid the moment the information stops being accurate. Send a fresh form to every payor holding your old one whenever any of the following changes:
- The LLC’s legal name or the owner’s name.
- Tax classification, after filing Form 8832 or 2553.
- The TIN itself — a new EIN or a corrected SSN.
- The mailing address on file.
- Ownership structure, such as a single-member LLC adding a member and becoming a partnership.
The IRS instructions treat a certification as invalid once the payor knows or has reason to know that circumstances have changed.2Internal Revenue Service. Instructions for the Requester of Form W-9 Send the updated form before the payor generates a 1099 with stale information.
What Happens if the Name or TIN Is Wrong
The IRS matches every 1099 against its name/TIN records. A mismatch generates a CP2100 or CP2100A notice to the payor, which triggers the B-Notice process.7Internal Revenue Service. Backup Withholding B Program The payor sends you a First B-Notice with a blank W-9 attached. You fix it by returning a corrected form. If a second mismatch hits within three years, the Second B-Notice requires verification of your name and TIN directly from the IRS or the Social Security Administration.
During the process the payor is required to withhold 24% of reportable payments until the issue clears.1Internal Revenue Service. Backup Withholding That money goes to the IRS as a credit against your tax bill, but you receive 76 cents on the dollar until then.
Willfully entering false information is a separate problem. A conviction for a false W-9 certification can bring a fine of up to $1,000, up to one year in prison, or both.8Office of the Law Revision Counsel. 26 USC 7205 – Fraudulent Withholding Exemption Certificate or Failure to Supply Information Honest mistakes don’t cross into criminal territory, but a fabricated TIN or a false exemption certification does. Failing to furnish a TIN at all can also draw civil penalties under the information-return rules.9eCFR. 26 CFR 301.6109-1 – Identifying Numbers