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Business guide

Form W-9 Explained: What It Is and Who Fills It In

The first time a new client sends a W-9 it looks like a tax filing. It is not: it is a one-page form that gives the client your name and taxpayer identification number so they can report what they paid you, and it never goes to the IRS. Here is what the form is for, what each line asks, what happens without it, and how a sole proprietor or an LLC fills it in.

What the form does

The IRS instructions for the requester put it in one line: use Form W-9 to request the taxpayer identification number of a US person, including a resident alien. A business that pays a contractor, a bank that pays interest, a landlord's tenant that is a company, all have to file information returns with the IRS naming the payee and the amount, and they need the payee's correct name and TIN to do it. The W-9 is the payee's side of that: you certify who you are and which number to report under. The top of the form says the rest: give the form to the requester, do not send it to the IRS.

Line by line

LineWhat it asksWhat to enter
1Name of entity or individualYour legal name as shown on your tax return. The form says that a sole proprietor or disregarded entity enters the owner's name here and the business name on line 2.
2Business name or disregarded entity nameYour trade name or single-member LLC name, if different from line 1.
3aFederal tax classificationOne of seven boxes: individual or sole proprietor; C corporation; S corporation; partnership; trust or estate; LLC with its classification code C, S or P; or other. The form notes that an LLC that is a disregarded entity checks the box for its owner's classification instead of the LLC box.
3bForeign partners, owners or beneficiariesOnly for partnerships, trusts and estates that have them; new on the 2024 form.
4ExemptionsExempt payee codes and FATCA codes, which the form says apply only to certain entities, not individuals. Most individuals and small businesses leave it blank.
5 and 6AddressWhere the requester will mail your information return.
7Account numbersOptional; a requester may ask for them.
Part ITaxpayer identification numberFor individuals, generally the Social Security number; for other entities, the employer identification number. The form says the TIN provided must match the name on line 1 to avoid backup withholding, and sends resident aliens, sole proprietors and disregarded entities to the Part I instructions.
Part IICertification and signatureYou sign under penalties of perjury; the next section says what you are certifying.

The PDF form filler completes the IRS's fillable W-9 in the browser without printing it; the signature can be typed or drawn and the file kept flattened for sending.

What the signature certifies

Part II is the reason the form exists. By signing, the form says, you certify that the number shown is your correct taxpayer identification number or that you are waiting for one to be issued; that you are not subject to backup withholding, because you are exempt, or have not been notified by the IRS that you are subject to it for failing to report all interest or dividends, or have been notified that you no longer are; that you are a US person; and that any FATCA exemption code entered is correct. Signing a form with a wrong number, or with a name that does not match the number, is what produces the mismatch notices that lead to backup withholding.

Backup withholding: what a missing W-9 costs

The form defines it: persons making certain payments to you must under certain conditions withhold and pay to the IRS 24 percent of such payments. The requester instructions list the conditions: the payee does not furnish a TIN, the IRS notifies the payer that the TIN is incorrect, the payee has been notified of underreporting of interest or dividends, or the payee fails to certify that they are not subject to backup withholding. Payments that can be subject to it include interest, dividends, rents, royalties, nonemployee pay, broker transactions and payments settled through payment cards and third-party networks; real estate transactions are not.

Backup withholding
amount withheld = 24% × the reportable payment, sent to the IRS by the payer and credited on your return
InvoiceWithheld at 24%Paid to you
$500$120$380
$1,500$360$1,140
$5,000$1,200$3,800
$12,000$2,880$9,120
$25,000$6,000$19,000

The money is not lost; it is credited against your tax when you file, like withholding from a paycheck. But it leaves your cash flow for up to a year, and the client has the administrative burden of depositing it. A signed W-9 before the first invoice avoids all of it, which is why clients ask for the form before they pay anything. The invoice generator keeps the name and address you bill under consistent with what you put on the form.

Sole proprietors, LLCs and the name-number match

The commonest W-9 error is a name on line 1 that does not belong to the number in Part I. The form's rule for a sole proprietor or a single-member LLC that is a disregarded entity is the owner's name on line 1, the business name on line 2, the owner's classification box on line 3a, and in Part I either the owner's Social Security number or an EIN the owner holds, per the Part I instructions. A multi-member LLC taxed as a partnership enters the LLC's name and EIN and checks LLC with code P; an LLC that has elected corporate treatment checks LLC with C or S. The guide sole proprietorship vs LLC covers where those classifications come from, and SSN vs EIN vs ITIN which number is which. At year end the client's 1099-NEC will show the name and number from the W-9, and the income goes on the return under them; the hourly rate calculator is where the tax that income carries belongs in the price.

Handling W-9 requests

  • Fill one in once, keep a signed PDF, and send it when a new client asks, before the first invoice.
  • Send it securely. It carries your Social Security number or EIN; a client's secure upload or an encrypted file beats plain email.
  • Only to real payers. A W-9 request from someone who has no reason to file an information return about you is a reason to ask why.
  • Update it when your name, business entity or number changes, and give the new one to active clients.
  • Non-US persons do not use the W-9; the requester will ask for the appropriate Form W-8 instead.

Frequently asked questions

What is Form W-9 for?

A business that pays you needs your correct name and taxpayer identification number to file information returns about those payments, a 1099-NEC for freelance work for instance. Form W-9 is how a US person gives them: you fill it in, sign it and hand it to the requester. The form itself says to give it to the requester and not to send it to the IRS.

Who has to fill out a W-9?

Any US person, including a resident alien, who is asked for one by someone who will file an information return on payments to them: freelancers and contractors, landlords receiving rent from a business, people opening interest-bearing accounts, sellers on platforms. Foreign persons use the W-8 series instead. Employees do not use a W-9 for their wages; that is Form W-4.

What is backup withholding?

A fallback the payer must apply when the IRS cannot match payments to a taxpayer: the payer withholds 24 percent of the payment and sends it to the IRS. The requester instructions list the triggers: you do not furnish a TIN, the IRS notifies the payer that your TIN is incorrect, the IRS has notified you of underreported interest or dividends, or you fail to certify that you are not subject to backup withholding. A correct, signed W-9 is what prevents it.

Should a sole proprietor use an SSN or an EIN on the W-9?

The form puts the owner's name on line 1 and the business name on line 2, and Part I says that for individuals the TIN is generally the Social Security number, with the Part I instructions covering sole proprietors and disregarded entities, who may enter either their SSN or their EIN. The name on line 1 and the number must belong to the same taxpayer or the payer's information return will not match.

Is a W-9 sent to the IRS?

No. The top of the form says to give it to the requester and not to send it to the IRS. The requester keeps it and uses the name and TIN on it to file the 1099 at year end. Because it carries your Social Security number, send it only to a requester you are actually doing business with, and by a secure route.

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