Form W-9 for an S corporation
S corporations have the simplest W-9 of any entity type, provided you get one thing right: whether you are incorporated under state law or an LLC that elected S treatment decides which Line 3a box you use.
Name, box, number, and what gets reported
- Line 1
- The corporate name as registered with the state
- Line 2
- Any trade name or DBA
- Line 3a
- S corporation if incorporated; LLC with
Sif an LLC - Line 4
- Exempt payee code
5may apply, though not to every payment type - Part I
- The corporation’s EIN. Never a shareholder’s SSN
- Tax return
- Form 1120-S, with Schedule K-1 to each shareholder
The first January after you elect S treatment, the 1099s stop arriving and it looks as though several clients forgot about you. Nobody forgot. An S corporation is a corporation, or an LLC, that has elected to be taxed under subchapter S: income passes through to shareholders rather than being taxed at the entity level, while for information-reporting purposes the IRS treats you as an ordinary corporate payee. Most payments to a corporation fall outside 1099 reporting, so those forms genuinely stop coming. Your clients will still want a W-9 from you, because they need a certified TIN on file to show why they filed nothing.
The rest of the form is short work. The registered corporate name on Line 1, the corporate EIN in Part I, an officer’s signature in Part II. One decision is worth slowing down for, and it turns on how the entity was formed rather than how it is taxed.
Incorporated under state law and filed Form 2553: check the S corporation box. Formed as an LLC and filed Form 2553: check the LLC box and write S in the space. The tax treatment is identical; the box differs because payers reconcile against state registration records.
What to put on each line
S5 if the requester asks for it and the payment type qualifies. Otherwise blank. FATCA code D or E only if publicly traded or in such a group.What being a corporation changes about 1099s
Most payments to a corporation are not reportable on Form 1099-NEC or 1099-MISC. The rule has a name, the corporate payee exception, and it comes with a list of carve-outs long enough that you should read the list before assuming you are clear of it. These are not obscure edge cases. Legal fees and medical payments between them account for a great deal of the money that moves from one business to another, and both stay reportable no matter how you are organized.
| Payment type | Reportable to a corporation? |
|---|---|
| Ordinary services, consulting, design, construction | No. The corporate exception applies |
| Legal services, including gross proceeds paid to an attorney | Yes. Always reportable, corporation or not |
| Medical and health care payments | Yes |
| Substitute payments in lieu of dividends or interest | Yes |
| Payments by a federal executive agency | Yes |
| Fish purchases for cash | Yes |
| Barter exchange and broker transactions | Yes, on the relevant form |
| Merchant card and third-party network payments | Yes, on Form 1099-K |
Your revenue is fully taxable whether or not anybody files a 1099 about it. Your payers also still need a valid W-9 on file. Without one, backup withholding can apply regardless of your corporate status.
Exempt payee code 5: when it is right
Exempt payee code 5 means, in full, “a corporation.” Entering it tells the payer you are exempt from backup withholding on the payment types where the corporate exception applies. It does not make you exempt on the types listed above, and it has no effect whatsoever on what you owe in tax.
- If the requester asks for an exempt payee code and you are a corporation, code 5 is correct.
- If Line 4 is not mentioned and you are unsure, leaving it blank is safe. A missing code costs nothing; an incorrect one is a false certification.
- Code 5 is irrelevant for attorney and medical payments, which are reportable regardless.
Who signs, and with what authority
Part II is a certification made under penalties of perjury on behalf of the corporation. An officer should sign it: the president, the treasurer, or anybody else with authority to bind the company. An agent holding written authority can sign as well. A bookkeeper signing without authority produces a form the corporation may not be bound by, and a payer who notices will come back asking for a replacement.
Corporations send out dozens of W-9s a year. Keep one correctly completed, signed and dated master on file, then re-sign and re-date a copy for each requester. Do not circulate a scan that is three years old; some requesters reject stale dates even though the form itself does not expire.
Mistakes to avoid
- A shareholder SSN in Part I. The corporation has its own EIN and is its own taxpayer.
- Checking the S corporation box when you are an LLC. Use the LLC box with
Swritten in the space. - Checking the LLC box and leaving the letter space blank.
- Assuming an exempt payee code stops all reporting. Legal and medical payments stay reportable to corporations.
- Entering the trade name on Line 1. Line 1 takes the registered corporate name.
- Letting an unauthorized person sign Part II.
What gets reported about you
Your S corporation files Form 1120-S and issues a Schedule K-1 to each shareholder. Working shareholders must be paid reasonable compensation through payroll, reported on Form W-2. So an S corporation owner ends up on both sides of this subject at once, drawing a W-2 from their own company while sending W-9s out to clients.
Frequently asked questions
We elected S corp status this year. Do we send new W-9s?
Line 3a has changed, and if you were previously a disregarded single-member LLC then Line 1 and Part I have changed too. Send a fresh W-9 to every payer.
Why do some clients still send us a 1099-NEC?
Because collecting and filing is cheaper for them than adjudicating exceptions, and the penalty for missing a required 1099 is worse than the cost of filing an unnecessary one. Report your income from your own books and treat any 1099 that arrives as a cross-check.
Do we still need to give a W-9 if we are exempt from 1099 reporting?
The payer needs a certified TIN to establish that the exception applies. Without a W-9 it cannot document why it skipped the filing, and the backup withholding rules still bite.
Should we enter FATCA code D?
Only if your stock is regularly traded on an established securities market, which almost no S corporation satisfies, given that an S corporation is limited to 100 shareholders. Leave it 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.