Does a Corporation Need to Sign the Certification on a W9?

When it comes to taxes, IRS rules vary among various types of business entities. Take Form W-9, Request for Taxpayer Identification Number and Certification, for example. Your business may receive requests from companies that you perform work for during the year for a completed Form W-9. The companies are required to report the payments they made to your corporation to the IRS, and they need your accurate information as reflected on the W-9 to do so. The W-9 has an area for your signature, but the IRS does not require you to sign the form if your company is a corporation. However, consider a few key points when deciding whether you plan to sign your company's W-9 forms before you send them out.

In the certification section of a W-9, entities confirm that the information they have provided on the form is accurate. This includes not only the business names and address but also the taxpayer identification number. For a corporation, this is most likely an EIN. The certification also states that you are not subject to backup withholding and that you are a U.S. person. For federal tax purposes, a U.S. person is defined as "a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States."

Signing the form is the actual act of providing the above confirmations. If you provide the information but do not sign the form, technically you have not completed the certification. However, despite the technicality, leaving the signature block empty is OK with the IRS under most conditions.

The instructions that accompany Form W-9 include a comprehensive list of who is and who is not required to sign the form. In the "Line 4, Exemptions" section is a list of entities that are not required to sign the form. The list includes corporations. An exception applies if you have received a notification from the IRS that you previously submitted an incorrect EIN. In that case, the corporation is required to sign the certification. Signature issues aside, you are required to provide your correct TIN.

Before you decide not to sign your corporation's W-9, consider the way in which your actions may be viewed by the requesters. They most likely will consider the form incomplete and send it back for a signature, perhaps assuming an oversight. They may question the authenticity of the EIN information you provided and wonder why you chose not to certify the information. Not signing could negatively affect your business relationship and result in lost revenue for your company. So, even though carefully following the certification rules and leaving your W-9 unsigned will not land you hot water with the IRS, it may raise some eyebrows with your clients. Most tax professionals advise businesses to be forthcoming and certify the form by signing the document.

Typically, officers of a corporation sign tax returns and other documents. However, anyone in the company can sign the W-9 for the corporation, but they should be authorized by the company to do so. The person who fills out the form does not have to be a corporate officer but should have the authority to represent the company on tax-related matters.