Responsible-party rules

Verified on November 4, 2026 against the IRS page “Employer identification number” and the Instructions for Form SS-4 (Rev. December 2025), cited in full at the foot of this entry.

§ 1 —The definition, as the IRS gives it

The responsible party is the person who ultimately owns or controls the entity, or who exercises ultimate effective control over it.¹ With a narrow exception for government entities, the responsible party must be an individual — a natural person — not another company. On Form SS-4 the party is named at line 7a, with their own taxpayer identification number at line 7b where they have one, and the application carries their signature.

§ 2 —Nominees are not authorised

The IRS states that nominees are not authorised to apply for an EIN, and that a nominee applying puts the entity's information and privacy at risk.¹ A nominee is anyone named as responsible party who is not in truth the person who owns or controls the entity — a formation agent, an employee, a friend in the United States — named because naming the real foreign owner felt complicated. It is not a shortcut the IRS offers; it is an error with the entity's name on it. Correcting a wrongly named responsible party is done by reporting the change to the IRS on Form 8822-B, which is slower than naming the right person at the start — see REF B-5.

§ 3 —The foreign responsible party with no SSN or ITIN

This is the normal case for this library's readers, and the IRS's instructions meet it directly:

The application must name the true responsible party — the foreign owner — not a stand-in. Where the responsible party has no SSN or ITIN and is ineligible to obtain one, the Form SS-4 instructions address line 7b for exactly this case; the line is not simply left blank.² The current instructions govern the exact entry, so read them before completing the form — they are cited below, and the line is annotated in REF B-3.

Because the online application requires the responsible party's SSN or ITIN, this case travels by the non-online routes — fax, mail, or the international phone line — set out in REF B-2.

§ 4 —Third-party designees are a different thing

Form SS-4 also lets an applicant authorise a third-party designee — a named person who may receive the EIN and answer the IRS's questions about that application.² A designee is an authorised messenger for one application; they are not the responsible party, they do not control the entity, and the authorisation does not make them a nominee. Confusing the two roles is the paperwork version of the nominee error.

Before any application is submitted, a document-readiness check asks three questions: Is the named responsible party the individual who truly controls the entity? Is the identification entry on line 7b exactly what the current SS-4 instructions prescribe for this party's situation? Is any designee named only as a designee? Those three questions are the heart of the Reference Desk's checklist reviews — see how the reviews work.

General information only, not tax advice. Where this page and an IRS source differ, the IRS source governs.