Acquired-account W-9 reliance memo

Template from tincompliance.com. A memo to the file documenting that Forms W-9 and the solicitation history for accounts or vendors acquired in a merger, purchase or platform conversion came across with the accounts, so the successor can rely on them instead of re-soliciting. The IRS allowed exactly this in PLR 201308024 where the successor received the predecessors’ W-9 records and procedures. A private letter ruling binds the IRS only for the taxpayer that received it (IRC 6110(k)(3)); the memo records the same facts for your transaction so the position can be explained to an examiner or in a Notice 972CG response.

Memorandum to the file: reliance on transferred Form W-9 records

From: [name, title] Date: [date] Transaction: [acquisition of / merger with / conversion from] [predecessor legal name, EIN], effective [date]

1. Accounts transferred

[Number] [accounts / vendor records / payee records] were transferred to [successor legal name, EIN] on [date] under [agreement name and date]. They are identified in [system] by [field or flag]. Reportable payments to these payees are made by [successor] from [date] and reported under [successor]’s EIN.

2. Records received

3. Predecessor’s procedures

[Summarize the predecessor’s procedure for obtaining a W-9 at account opening or vendor setup, how certification was recorded, how CP2100 notices were worked, and how annual solicitations were made. Attach the written procedure. State whether the predecessor represented in the transaction documents that the records are complete and accurate, and cite the section.]

4. Reliance

[Successor] will treat each transferred payee record that carries a W-9 image with a received date and certification status as a payee from whom a Form W-9 was obtained on that date, for purposes of the solicitation requirements in Treas. Reg. 301.6724-1 and the backup withholding rules in Treas. Reg. 31.3406(d)-1 and (h)-3, in the same way the IRS accepted in PLR 201308024. Transferred records with no W-9 image, no received date, or an unsigned form are listed in section 5 and are solicited as new accounts.

5. Gaps and re-solicitation plan

6. Attachments

• Transaction document extract on records and representations.
• Predecessor’s written TIN procedures.
• Record counts by status from [system] as of [date].

Approved: [name], [title], [date].