Form W-9 for a partnership
Partnerships are the entity type most affected by the March 2024 revision, because Line 3b was written for them. Everything else on the form is straightforward.
Name, box, number, and what gets reported
- Line 1
- The partnership’s legal name
- Line 2
- Trade name, if any
- Line 3a
- Partnership, or LLC +
Pfor an LLC - Line 3b
- Only when giving the form to a partnership, trust or estate you own part of and you have foreign partners
- Part I
- The partnership’s EIN
- Tax return
- Form 1065, with Schedule K-1 to each partner
A partnership is any unincorporated business with two or more owners that has not elected corporate treatment: general partnerships, limited partnerships, LLPs, and multi-member LLCs taxed as partnerships. It is a flow-through entity, so it files an information return and pushes the income out to its partners instead of paying tax itself. On the W-9 that has exactly one practical consequence. The form carries the partnership’s own name and its own EIN, even though the tax will be paid by people whose names appear nowhere on it. Partnerships also stack inside one another, and a chain of ownership can run several tiers deep before anyone foreign turns up in it. Line 3b, added in March 2024, exists to surface that chain: it asks an upper-tier flow-through entity whether foreign persons sit somewhere below it.
What to put on each line
P.The three conditions for Line 3b
Check the box only when all three of the following hold at the same time.
- On Line 3a you checked Partnership or Trust/estate, or checked LLC with
P; - you are giving this form to a partnership, trust or estate in which you hold an ownership interest, rather than to an ordinary customer;
- you have direct or indirect foreign partners, owners or beneficiaries.
It reaches through tiers. Say your partnership has a partner that is itself a partnership, and that lower partnership has a foreign partner. Your partnership has an indirect foreign partner, and the answer on Line 3b is yes. Nobody has to be foreign at your own level for the box to apply; a partnership whose own partners are all domestic can still owe the disclosure.
| Scenario | Check Line 3b? |
|---|---|
| A partnership gives a W-9 to a corporate client that hired it for consulting | No. The recipient is a customer rather than an entity you hold an interest in |
| A partnership with two U.S. partners gives a W-9 to a partnership it invested in | No. No foreign partners |
| A partnership with one German partner gives a W-9 to a partnership it invested in | Yes |
| A partnership whose partner is a partnership with a Canadian partner, giving a W-9 to an upper-tier partnership | Yes, through an indirect foreign partner |
| A trust with a foreign beneficiary giving a W-9 to a partnership in which it holds an interest | Yes |
| An S corporation with a nonresident alien shareholder | Not applicable, and not possible. Line 3b covers only partnerships, trusts, estates and LLCs taxed as partnerships. Separately, IRC 1361(b)(1)(C) bars a nonresident alien from holding S corporation stock, though a resident alien may hold it |
The full Line 3b page, including why the IRS wanted this information.
Foreign partners bring separate obligations
Checking Line 3b is a disclosure, not the whole story. A partnership with foreign partners may have withholding obligations of its own under IRC sections 1441 to 1446, including withholding on a foreign partner’s allocable share of effectively connected income, and reporting on Forms 8804, 8805 and 1042-S. Those duties run on their own calendar, with their own deposit rules, and they apply whether or not anyone ever hands you a W-9. Your check mark on Line 3b simply tells the entity above you that this machinery may be turning somewhere below it.
Cross-border partnership withholding is one of the areas where getting it wrong is expensive and the penalties are not modest. If your partnership has foreign partners, take the question to a tax advisor who handles international work before anything gets filed.
Who signs for a partnership
Part II is a perjury certification made on the partnership’s behalf, so whoever signs needs real authority to bind it. A general partner has that authority. So does a managing member of an LLC, and so does anyone holding written authorization from the partnership itself. Limited partners generally do not, and neither does the bookkeeper who happens to process the invoices, however convenient it is to hand them the vendor packet. Where no authorized person is reachable in time, the fix is a short written authorization kept on file, which costs an email and settles the question for every W-9 after it.
Mistakes to avoid
- Putting a partner’s SSN in Part I when the partnership has an EIN of its own.
- Checking Line 3b merely because a foreign partner exists. The recipient also has to be a flow-through entity you hold an interest in.
- Leaving Line 3b blank when all three conditions are met, which turns a required disclosure into an omission.
- Checking the Partnership box as an LLC instead of the LLC box with
P. - Using the 2018 revision, which has no Line 3b at all.
- Entering an exempt payee code without a specific basis for it.
What gets reported about you
The partnership receives Form 1099-NEC for services of $2,000 or more, files Form 1065, and issues a Schedule K-1 to each partner, who then reports that share on a personal return. The W-9 plays no part in any of that beyond getting the right name and the right number onto the 1099 in the first place. It has nothing to say about how income is split. The partnership agreement decides that, and a K-1 allocating income sixty-forty will keep doing so whatever a payer typed on Line 1. If an allocation looks wrong to a partner, the document to reread is the agreement.
Frequently asked questions
Does every partnership have to answer Line 3b?
No. Most leave it blank. It applies only when a flow-through entity gives the form to another flow-through entity in which it holds an interest, and foreign partners exist somewhere in the chain.
We are a multi-member LLC. Do we check Partnership or LLC?
LLC, with P in the letter space. The Partnership box is for entities formed as partnerships under state law. Detail
A partner left and a new one joined. New W-9?
Only if the partnership name or EIN changed. A change in the roster does not by itself invalidate the form, though if you now have a foreign partner the Line 3b answer may have changed.
Can a partnership be an exempt payee?
Not by virtue of being a partnership. Some partnerships qualify under another code; a registered dealer in securities, for instance, is code 6. Absent a specific basis, leave Line 4 blank.
General information, not tax advice. This page explains a federal tax form in plain English. It is not legal, tax, or accounting advice, and W9Form.org is not affiliated with the IRS. Verify everything against the official Form W-9 page on IRS.gov and speak to a licensed professional about your own situation. How we source and review these pages.