Who Needs to Fill Out a W-9? A Plain-English Answer
Only U.S. persons fill out a W-9, from freelancers and sole proprietors to LLCs and corporations. Foreign vendors use W-8 forms. Here is who, and why.
Form W-9 is filled out by U.S. persons only: U.S. citizens and resident aliens, U.S.-organized partnerships, corporations, companies and associations, non-foreign estates and domestic trusts. Foreign persons don't use it; they use the appropriate Form W-8 or Form 8233. The business paying the vendor is the one that asks.
General information, not tax or legal advice.
The short answer
| If the payee is… | Form the payee gives the requester |
|---|---|
| A U.S. citizen or resident alien, such as a freelancer or sole proprietor | Form W-9 |
| A U.S. citizen living outside the United States | Form W-9 |
| A partnership, corporation, company or association created or organized in the U.S. | Form W-9 |
| A U.S. LLC | Form W-9, completed according to how the LLC is taxed |
| An estate (other than a foreign estate) or a domestic trust | Form W-9 |
| A foreign individual | Form W-8BEN or another appropriate Form W-8, or Form 8233 |
| A foreign entity | Form W-8BEN-E |
| A foreign person whose income is effectively connected with a U.S. trade or business | Form W-8ECI |
| An employee receiving wages | Outside this guide: employee wages are reported on Form W-2, not Form 1099-NEC |
Why this matters in a real workflow
IRS rules call for an initial request for the payee's taxpayer identification number (TIN) when the account is opened or the transaction occurs, and if the payee doesn't provide it, backup withholding begins (IRS Publication 1281). The IRS says you must withhold 24% from reportable nonemployee compensation if a U.S. payee hasn't provided a TIN as required (IRS: Forms and associated taxes for independent contractors). The vendor has a stake too: the W-9 warns payees of a $50 penalty for each failure to furnish a correct TIN, unless there's reasonable cause.
For where the W-9 fits alongside W-8s, 1099s and ACH forms, see our vendor tax documents guide.
What the IRS says
What a W-9 is for
You use Form W-9 to give your correct TIN to a person or business that has to file an information return with the IRS, for example to report income paid to you (About Form W-9). The TIN can be an SSN, ITIN, ATIN or EIN (Form W-9, Rev. March 2024). The form itself says to give it to the requester and not to send it to the IRS.
By signing, the payee certifies four things: the TIN is correct (or one has been applied for); they are not subject to backup withholding; they are a U.S. person; and any FATCA code is correct. As of September 2026, the current final Form W-9 is the March 2024 revision. The IRS has posted a draft June 2026 revision, and it says not to file draft forms or rely on draft instructions (IRS draft tax forms). Our post on the new W-9 form for 2026 covers the draft.
Watching for the final W-9
We'll update this guide when the IRS releases the final W-9.
Foreign payees use W-8 forms
IRS requester instructions tell you to point foreign vendors to the appropriate Form W-8 or Form 8233, and they state that a foreign person may not provide a W-9 (Instructions for the Requester of Form W-9).
- Foreign individuals give Form W-8BEN to the withholding agent or payer to establish that they are not a U.S. person (Instructions for Form W-8BEN).
- Foreign entities use Form W-8BEN-E to document their status for chapter 3 and chapter 4 purposes (About Form W-8BEN-E).
- Income effectively connected with a U.S. trade or business is documented on Form W-8ECI.
Contractors, freelancers and sole proprietors
Once you've decided the person you're paying is an independent contractor, the IRS says the first step is to have them complete Form W-9. Sole proprietors put their individual name on line 1 and any business or DBA name on line 2. A sole proprietor with an EIN may enter either the SSN or the EIN, and IRS information-return instructions say the IRS prefers the SSN (IRS General Instructions for Certain Information Returns).
LLCs and partnerships
Partnerships created or organized in the U.S. are U.S. persons. The W-9 has its own instructions for LLCs, and how an LLC fills it out depends on its tax treatment. A disregarded entity, such as most single-member LLCs, puts its owner's name on line 1 and its own name on line 2. An LLC taxed as a partnership, or one that elected corporate treatment on Form 8832 or 2553, checks the LLC box and enters P, C or S.
Corporations: generally exempt from 1099s, but still asked
Payments to corporations, including LLCs taxed as C or S corporations, generally don't need a 1099, with important exceptions (Instructions for Forms 1099-MISC and 1099-NEC). Why ask a corporation for a W-9 at all? Three reasons:
- Some payments to corporations are still reported. The corporate exemption doesn't apply to legal services, so attorneys' fees or gross proceeds paid to law firms that are corporations are still reported. Medical and health care payments of $2,000 or more are reportable even when the provider is a corporation.
- The exemption is documented on the W-9. Certain payees are exempt from backup withholding and enter an exempt payee code on the form, and a requester may generally rely on that claim unless it has actual knowledge that it's wrong.
- Without documentation, the presumption runs the other way. If you can't determine whether a payee is foreign or U.S., the presumption rules require you to treat them as a non-exempt U.S. person and backup withhold.
Employees are a different process
Wages and other compensation paid to employees go on Form W-2, not 1099-NEC. To decide whether someone is an employee or a contractor, the IRS weighs behavioral control, financial control and the type of relationship (IRS: Independent contractor or employee).
Recommended workflow
This is our recommended practice for requesters, not an IRS procedure.
- Classify the payee (bookkeeper or controller): contractor or employee, then U.S. or foreign, then individual or entity.
- Pick the form (AP): W-9 for U.S. persons; W-8BEN, W-8BEN-E, W-8ECI or Form 8233 for foreign persons, using the table above.
- Request it before the first payment (AP), through a channel that doesn't leave the TIN sitting in email. Our guide on how to request a W-9 from a vendor has wording you can adapt.
- Review what comes back (a second person): name on line 1, classification on line 3a, a TIN in the right format, and any exempt payee code.
- Record and file (AP): note the 1099 status and store the form securely with a retention date.
Exception path. If a vendor says it is foreign but sends a W-9, or you can't tell whether it is U.S. or foreign, pause and bring it to your tax adviser before the next payment (the IRS presumption rules in the backup withholding section may apply). Don't pick a form on the vendor's behalf.
For the rest of vendor setup, see our vendor onboarding checklist.
Example scenario
Example scenario: Maple Ridge Veterinary Group, a made-up clinic, onboards four new vendors in one week: a freelance web designer who is a U.S. citizen, a U.S. cleaning company organized as an LLC, a U.S. corporation that provides medical lab services, and a translator who is a foreign national living and working abroad.
The office manager sends W-9 requests to the designer, the cleaning LLC and the lab, and a W-8BEN request to the translator. The lab's W-9 shows an exempt payee code, but the bookkeeper still flags the lab for year-end review with the clinic's accountant, because medical and health care payments to corporations can be reportable.
Common mistakes
- Skipping the W-9 because the vendor is incorporated. The corporate exemption has exceptions, and the W-9 is where an exemption claim is documented.
- Treating an employee as a W-9 vendor. Employee wages go on Form W-2, not 1099-NEC, and if you treat an employee as a contractor without a reasonable basis, you may be liable for employment taxes for that worker.
Checklist
- Worker or vendor classified as contractor or employee
- Payee confirmed as a U.S. person or foreign person
- Correct form requested: W-9, W-8BEN, W-8BEN-E, W-8ECI or Form 8233
- W-9 received before the first payment
- Line 1 name, line 3a classification and TIN reviewed
- Exempt payee code noted, and exceptions (legal, medical) flagged
- Form stored securely with a retention date
How W9Vault supports this workflow
You send the vendor a secure upload link that expires after 7 days. Files are encrypted in the vendor's browser before upload, so the server never receives the plaintext file. Uploads can be PDF, JPG or PNG up to 20 MB. One request can ask for several documents at once, chosen from W-9, W-8BEN, ACH form, Invoice, Contract and Government ID; for anything else, such as a W-8BEN-E, send a single-document request with the "Other" type. Your dashboard shows whether each request is sent or completed.
Uploaded files are automatically deleted 30 days after upload for completed requests, so keep your retained copy in your own records. W9Vault is designed to support a secure collection workflow; the customer remains responsible for their own tax, recordkeeping and security obligations.
Request the right form without email attachments
Send a U.S. vendor a W-9 request or a foreign vendor a W-8BEN request through a secure, expiring upload link, and see when it is completed.
Frequently Asked Questions
Corporations organized in the U.S. are U.S. persons, so the W-9 is the form they use. Payments to corporations generally don't need a 1099, but there are exceptions, such as legal services and medical and health care payments.
A W-9. The W-8BEN instructions say U.S. citizens, even those living outside the United States, use Form W-9.
The IRS says a payer must withhold 24% from reportable nonemployee compensation if a U.S. payee hasn't provided a TIN as required.
Official resources
- About Form W-9 and Form W-9, Rev. March 2024 (PDF)
- Instructions for the Requester of Form W-9
- IRS draft tax forms: W-9
- Instructions for Form W-8BEN and About Form W-8BEN-E
- IRS: Forms and associated taxes for independent contractors
- IRS: Independent contractor (self-employed) or employee?
- Instructions for Forms 1099-MISC and 1099-NEC
- IRS General Instructions for Certain Information Returns
- IRS Publication 1281: Backup withholding for missing and incorrect name/TINs (PDF)
