New Business Owners Never Filed 8822-B Form - IRS Still Contacting Me
We sold our LLC / S-Corp last October through a Share Purchase Agreement where the buyers purchased the entity completely. As the previous owners, we properly filed our 1120-S for the exact period up to the day we owned the business. The ownership change was properly recorded with the state Secretary of Economic Commerce, but I'm now getting letters from the IRS about balances due for periods AFTER we sold the business, plus other tax-related communications. After some digging, I discovered the new owners never filed Form 8822-B to update the responsible party information with the IRS. I can't file the 8822-B myself because I don't have the new owners' SSNs or other required information. I've tried contacting them but getting minimal response. I'm seriously worried the IRS will come after me for taxes, balances, or other issues that occurred between the sale date and now. This is causing me so much anxiety - I just want to resolve this properly and move on with my life. Has anyone dealt with this situation before? What can I do to protect myself?
28 comments


Savannah Weiner
This is unfortunately common with business transfers. The IRS doesn't automatically get notified when ownership changes - that's exactly what Form 8822-B is for. First, document everything. Collect your sale agreement, any communications with the new owners, and proof showing you properly filed your final 1120-S. This creates a clear paper trail showing when your obligation ended. Next, call the IRS Business & Specialty Tax Line at 800-829-4933. Explain the situation and ask for guidance. They may require you to send copies of the sale documentation. Be prepared to fax or mail these documents. When you speak with them, get the name and ID number of the representative you talk to. Also, send a certified letter to the new owners reminding them of their obligation to file Form 8822-B and that they're responsible for all tax matters after the sale date. Their failure to update the responsible party information doesn't transfer liability back to you. Don't ignore the IRS letters - respond to each one by explaining the situation and providing sale documentation.
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Levi Parker
•If I call the IRS, won't that somehow make me more liable? I'm worried about saying the wrong thing and somehow accepting responsibility. Also, does having the new owner's EIN help at all with this situation or is the SSN absolutely required?
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Savannah Weiner
•Calling the IRS won't make you more liable - it actually helps establish that you're being proactive about resolving the situation properly. Just stick to the facts about the business sale and the change in ownership. The IRS deals with business transfers regularly and has procedures for these situations. Having the EIN is helpful but not sufficient for filing Form 8822-B yourself. The form requires the new responsible party's name and SSN (or ITIN). This is why it's really the new owner's responsibility to file this form, not yours.
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Libby Hassan
I went through something similar last year with a small retail business I sold. I kept getting IRS notices for the new owner's employment taxes. What finally worked for me was using taxr.ai to analyze all my documentation and create a proper response to the IRS. The site at https://taxr.ai helped me identify exactly what parts of my sales agreement proved I was no longer the responsible party. They analyzed my SPA and helped craft a response that clearly showed the date of transfer and explained why I shouldn't be liable for any post-sale tax issues. Once I sent in their recommended response with the supporting documentation, the IRS updated their records and stopped sending me notices. Might be worth checking out since they specialize in analyzing tax documents and correspondence.
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Hunter Hampton
•How exactly does this taxr.ai thing work? Do you just upload your documents and they give you advice? Does it connect you with an actual tax professional or is it just some AI thing?
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Sofia Peña
•I'm skeptical about these online services. Did they actually resolve your issue with the IRS or just take your money? Seems like you could just call the IRS yourself and explain the situation without paying a service.
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Libby Hassan
•You upload your documents and the system analyzes them to identify the specific clauses and language that support your case. It's not just generic advice - it's tailored to your specific documents and situation. The analysis helps you understand exactly what to focus on when dealing with the IRS. It definitely resolved my issue! The key was having a professional response that cited the right sections of my sales agreement and referenced specific IRS procedures. I tried calling the IRS myself first, but kept getting transferred around without a resolution. The structured response from taxr.ai actually got the right attention and results.
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Hunter Hampton
I tried taxr.ai after seeing it mentioned here and it was exactly what I needed! I was in a similar situation with a partnership I sold, and the IRS kept sending me notices. The document analysis identified specific language in my sale agreement that clearly established the transfer date and liability shift. What impressed me was how it helped me craft a formal response letter that referenced the right IRS procedures and regulations. I included the letter with copies of my sale documentation and sent it to the IRS address on my notices. About 3 weeks later, I got confirmation that they updated their records. Haven't received any incorrect notices since then! It saved me from having to hire an expensive tax attorney just to interpret my own documents. Would definitely recommend for anyone in this situation.
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Hunter Hampton
I tried taxr.ai after seeing it mentioned here and it was exactly what I needed! I was in a similar situation with a partnership I sold, and the IRS kept sending me notices. The document analysis identified specific language in my sale agreement that clearly established the transfer date and liability shift. What impressed me was how it helped me craft a formal response letter that referenced the right IRS procedures and regulations. I included the letter with copies of my sale documentation and sent it to the IRS address on my notices. About 3 weeks later, I got confirmation that they updated their records. Haven't received any incorrect notices since then! It saved me from having to hire an expensive tax attorney just to interpret my
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Aaron Boston
Have you tried calling the IRS directly? I know it sounds like a nightmare, but there's a service called Claimyr that completely changed my experience with getting through to the IRS. I had a similar issue where I was getting notices for a business I no longer owned. I used https://claimyr.com and watched their demo at https://youtu.be/_kiP6q8DX5c to understand how it worked. Basically, they wait on hold with the IRS for you, then call you when an agent is on the line. I ended up speaking directly with someone in the business division who could see the ownership records and help me. The agent explained exactly what documentation I needed to submit to prove I wasn't the responsible party anymore. Even though the new owners hadn't filed the 8822-B, I was able to get the situation resolved by providing proof of the sale directly to the IRS.
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Sophia Carter
•How does this actually work? Do they somehow have a special line to the IRS? I've tried calling multiple times and just sit on hold forever until I eventually give up.
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Chloe Zhang
•Sorry, but this sounds like BS. I've dealt with the IRS for years and there's no magic way to jump the phone queue. If there was, everyone would be using it and it would become just as backed up. Sounds like you're just promoting a service.
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Aaron Boston
•They don't have a special line - they use technology to keep your place in the IRS phone queue so you don't have to. They basically have automated systems that wait on hold for you, and when an actual IRS agent picks up, they call you and connect you. You don't have to waste hours listening to hold music. I understand your skepticism - I felt the same way. But the reality is most people give up after waiting on hold for 30+ minutes, which is exactly why the system works. They're not jumping the queue, just making it bearable. I personally talked to an IRS business division agent who helped me understand exactly what documentation to submit. Definitely not BS when it saved me from continuing to receive someone else's tax notices.
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Chloe Zhang
I take back what I said earlier. After my frustration boiled over with the IRS phone system, I tried Claimyr out of desperation. I was connected to an IRS representative in about 45 minutes without having to actively wait on hold myself. The agent walked me through exactly what documentation I needed to submit to prove I was no longer the responsible party for a business. I had to provide a copy of the sale agreement with the specific sections highlighted that showed the transfer of ownership and responsibility. They created a case note in their system and provided a fax number to send the documentation directly to the right department. The agent even gave me a direct number to follow up if I continued receiving notices. Much different experience than my previous attempts to resolve similar issues.
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Brandon Parker
Just want to add that even after you get this current situation resolved, you should keep all documentation about the sale for at least 7 years. The IRS can come back years later with questions about business transactions, especially when there's confusion about who owned the business during which tax periods. Also, make sure your sale agreement specifically addresses tax liability after the sale date. Good agreements have language explicitly stating that the buyer assumes all tax liabilities after closing. If you have that language, highlight it in any communications with the IRS.
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Giovanni Martello
•Thanks for this advice. Our SPA does have language about the new owners assuming all tax liabilities after the closing date, so that's helpful. Do you think I should also be reaching out to our attorney who handled the sale? I'm wondering if they can help with this situation or if it's purely a tax matter at this point.
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Brandon Parker
•Yes, definitely reach out to the attorney who handled your sale! They can potentially help in a couple of ways. First, they should have copies of all the transaction documents which could be useful if you need to provide anything to the IRS. Second, they might be able to contact the new owners on your behalf regarding the 8822-B filing, which could be more effective than you contacting them directly. This is both a legal and tax matter since it involves contractual obligations from the sale as well as tax reporting requirements. Your attorney might also be able to draft a formal notice to the buyers reminding them of their obligations under the SPA, which can help protect you if things escalate further.
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Adriana Cohn
Just to add another perspective, I had to deal with this same issue when we sold our family restaurant. The IRS kept sending employment tax notices to us for quarters after we sold. What worked was sending a letter to the IRS that included: 1) A copy of the signed sales agreement with the effective date highlighted, 2) A copy of our final 1120-S showing it was our final return, 3) Documentation from the state showing the ownership change, and 4) A cover letter explaining the situation. I sent this package certified mail to the address on the notices I was receiving. It took about 6 weeks, but eventually they updated their records and the notices stopped. If new owners won't file the 8822-B, you have to take matters into your own hands.
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Jace Caspullo
•Did you have to include any specific IRS forms with your letter or just the documents you mentioned? And did you call the IRS first or just send in the letter?
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Lim Wong
I'm going through almost the exact same situation right now - sold my consulting LLC in December and the new owners haven't filed the 8822-B either. The IRS notices have been giving me panic attacks because I keep thinking I'm somehow still responsible for their tax obligations. Reading through everyone's responses here has been incredibly helpful. I think I'm going to try the approach of sending a certified letter package to the IRS with all my sale documentation first, since that seems to have worked for several people and doesn't require getting the new owners to cooperate. @Giovanni Martello - have you made any progress on this since posting? I'm curious if any of these suggestions have worked for you. Also wondering if you've had any luck getting the new owners to respond at all about filing the 8822-B.
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Andre Dupont
•@Lim Wong I m'dealing with this exact anxiety too! It s'so stressful when you feel like you did everything right but are still getting dragged into someone else s'tax issues. I haven t'made much progress yet - the new owners are still being unresponsive about the 8822-B. Based on what everyone has shared here, I think I m'going to take a multi-pronged approach: send the certified letter package to the IRS like @Adriana Cohn suggested, and also contact our sale attorney to see if they can put pressure on the buyers. The documentation approach seems to be the most reliable way to get the IRS to update their records even without the new owners cooperation. Have' you tried reaching out to the new owners at all, or are you going straight to dealing with the IRS directly?
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PixelPrincess
This thread has been incredibly helpful - I'm dealing with a similar situation where I sold my small marketing agency last year and the buyers never filed Form 8822-B. I've been getting IRS notices for payroll taxes from periods after the sale, and it's been causing me sleepless nights. What I've learned from reading everyone's experiences is that documentation is absolutely critical. I'm going to gather my Asset Purchase Agreement, final tax returns, and state filings showing the ownership transfer, then send a comprehensive package to the IRS via certified mail explaining the situation. One thing I want to add is that I spoke with a tax attorney friend who mentioned that even though the new owners are supposed to file the 8822-B, the IRS has procedures for handling these ownership transfer situations when the proper forms weren't filed. The key is providing clear evidence of when your responsibility ended. For anyone in this situation, don't panic - it's more common than you think, and there are established ways to resolve it. Just make sure you respond to any IRS notices rather than ignoring them, even if it's just to explain that you're no longer the responsible party.
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Tony Brooks
•@PixelPrincess This is such good advice about not panicking and responding to notices rather than ignoring them. I'm new to dealing with IRS issues and was honestly terrified that responding would somehow make things worse, but reading everyone's experiences here shows that being proactive is actually the right approach. Your point about the IRS having established procedures for ownership transfers when the 8822-B wasn't filed is really reassuring. It sounds like this happens often enough that they know how to handle it, which makes me feel less like I'm in some impossible situation. I'm curious - did your tax attorney friend mention approximately how long these situations typically take to resolve once you submit the documentation package? I'm trying to manage my expectations about timeline while I gather all my sale documents together.
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StarSurfer
I went through this exact situation about 18 months ago when I sold my accounting practice. The new owners completely ignored their obligation to file Form 8822-B, and I kept getting IRS correspondence meant for them. Here's what ultimately worked: I created a comprehensive documentation package that included my Asset Purchase Agreement with the closing date highlighted, copies of my final business tax returns, proof of the business registration transfer with the state, and a detailed timeline showing exactly when my ownership and responsibility ended. The key was being very specific in my cover letter to the IRS. I referenced the exact sections of my sale agreement that transferred all tax liabilities to the buyers effective the closing date. I also included a statement that the new owners had failed to file Form 8822-B despite being contractually obligated to do so. I sent this package via certified mail to the address on the IRS notices, and also faxed a copy to the business tax division. It took about 8 weeks, but eventually I received a letter confirming they had updated their records and would no longer send me correspondence related to post-sale tax periods. The most important thing is acting quickly and being thorough with your documentation. Don't wait for the new owners to cooperate - take control of the situation yourself by providing the IRS with clear proof of when your responsibility ended.
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Liam Sullivan
•@StarSurfer This is exactly the kind of detailed roadmap I was hoping to find! Your 8-week timeline is really helpful for setting expectations. I'm curious about one thing - when you faxed a copy to the business tax division, did you use a general IRS business fax number or was there a specific number mentioned on your notices? Also, did you follow up at all during those 8 weeks, or did you just wait for them to respond? I'm trying to figure out if there's a sweet spot between being proactive and being overly persistent with the IRS. Your point about acting quickly really resonates - I've been putting this off because I kept hoping the new owners would eventually file the 8822-B, but it's clear that waiting for them to cooperate is just prolonging the stress.
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Anastasia Fedorov
I'm dealing with a very similar situation right now - sold my consulting business in January and the new owners have been completely unresponsive about filing Form 8822-B. I've been getting IRS notices for their quarterly payroll taxes and it's been keeping me up at night worrying about potential liability. Reading through all these responses has been incredibly reassuring. It's clear this is a common problem and there are established ways to resolve it even when the new owners won't cooperate. I'm particularly encouraged by the success stories from @StarSurfer and @Adriana Cohn with sending comprehensive documentation packages directly to the IRS. One thing I want to add based on my research - if anyone is dealing with this situation, make sure to keep copies of ALL correspondence you receive from the IRS, even if it's meant for the new owners. This creates a paper trail showing when you started receiving notices for periods after your sale date, which helps establish the timeline and your proactive efforts to resolve the issue. I'm going to follow the approach several people have outlined: gather my Asset Purchase Agreement, final tax returns, state transfer documentation, and send it all via certified mail with a detailed cover letter explaining the ownership change. It's reassuring to know that even without the 8822-B being filed, the IRS has procedures to handle these situations when you provide proper documentation. Thanks to everyone who shared their experiences - it's made what felt like an impossible situation seem much more manageable!
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Ava Thompson
•@Anastasia Fedorov Your approach sounds solid! I m'actually in the early stages of dealing with a similar situation myself - sold my small IT services business last fall and just started getting IRS notices this month for the new owners tax' obligations. What s'been most helpful from reading everyone s'experiences is understanding that this is really about creating an unambiguous paper trail showing when your responsibility ended, rather than trying to force the new owners to do what they should have done with the 8822-B. I m'curious - have you had any luck at all getting responses from your new owners, or have they been completely silent? I m'debating whether to try one more certified letter to them before I focus entirely on the IRS documentation route. Part of me thinks it might be useful to have documented proof that I attempted to get them to file the 8822-B properly, but I don t'want to waste time if they re'just going to ignore it anyway. The anxiety aspect of this whole situation is so real - there s'something particularly stressful about getting official IRS notices with your name on them for obligations that aren t'actually yours. Thanks for sharing your experience and research!
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GalacticGuardian
I'm going through this exact nightmare right now - sold my digital marketing agency in September and the buyers completely ghosted me when I asked about filing Form 8822-B. I've been getting IRS notices for their employment taxes and business income tax obligations, and honestly it's been one of the most stressful experiences of my life. What's really helped me sleep better after reading everyone's advice here is understanding that this is actually a procedural issue with established solutions, not some unique disaster. The consistent theme seems to be that comprehensive documentation sent directly to the IRS can resolve this even when the new owners are uncooperative. I'm putting together my documentation package this weekend - Asset Purchase Agreement with transfer dates highlighted, my final business tax returns, state registration transfer proof, and a detailed cover letter explaining the timeline. Planning to send it certified mail and also fax a copy to create multiple touchpoints with the IRS. One thing I learned from my CPA is to include a specific statement in the cover letter requesting that all future correspondence related to post-sale periods be directed to the new responsible party, and to provide their business address from the sale agreement. This gives the IRS an alternative address to use even without the 8822-B being filed. Thanks to everyone who shared their experiences - knowing that others have successfully resolved this exact situation makes it feel manageable rather than hopeless. Will definitely update this thread once I hear back from the IRS!
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