Red Oak Capital Fund V Subscription Guide
Red Oak Capital Fund V Subscription Guide
We, Red Oak Capital Fund V, LLC (“we,” “our,” “us,” or the “Company”), are offering a maximum of $75,000,000 in the aggregate of our 7.50%
senior secured bonds (the “A Bonds”), 7.50% senior secured bonds (the “B Bonds”), our 8.00% senior secured bonds (the “A R-Bonds) and 8.00%
senior secured bonds (the “B R-Bonds,” and together with the A Bonds, B Bonds and A R-Bonds, the “Bonds”) pursuant to the offering circular
(the “Offering Circular”) dated September 13, 2021 (the “Offering”). Sales of the A Bonds and A R-Bonds are complete. The purchase price per
Bond is $1,000, with a minimum purchase amount of $10,000. B R-Bonds may be purchased solely by subscribers described under “Plan of
Distribution – Eligibility to Purchase B R-Bonds” in the Offering Circular.
The Company will conduct closings on the 20th of each month, or, if the if the 20th is not a business day, the next succeeding business day, or the
“closing dates,” and each, a “closing date,” until the offering termination, beginning with an initial closing on the 20th of the first month in which
we have funds available to close. For all closings, subscription funds will be deposited into a Company bank or brokerage account. Once a
subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment
prior to the next closing date. If subscriptions are received on a closing date and accepted by the Company prior to such closing, any such
subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the Company prior to such
closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur on the same day as each closing
date. On each closing date, offering proceeds for that closing will be disbursed to us and Bonds will be issued to investors, or the “Bondholders.” If
the Company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the
subscriber.
You may complete your Subscription Agreement online at [Link]. Alternatively, your broker-dealer or
registered investment advisor may mail properly completed and executed original documents to the address below for Red Oak Capital
Fund V, LLC, c/o Crescent Securities Group, Inc. Payment for Bonds subscribed for in your Subscription Agreement may be made by
mailing a check payable to “Red Oak Capital Fund V, LLC” or with a wire using the instructions set forth below:
*For IRA Accounts, mail investor signed documents to the IRA Custodian for signatures.
INSTRUCTIONS TO SUBSCRIBERS
Section 2: Indicate your method of payment. Make all checks for subscription payments payable to “Red Oak Capital Fund V, LLC.” Wire funds
pursuant to the instructions set forth above.
Section 4: Fill-in all names, addresses, dates of birth, Social Security or Tax ID numbers of all investors or trustees.
Section 7: Indicate your qualification for purchasing the Bonds. If you are claiming to be an accredited investor, you must complete
Addendum A.
NON-CUSTODIAL OWNERSHIP
Accounts with more than one owner must have ALL PARTIES SIGN in Section 9.
Be sure to attach copies of all plan documents for Pension Plans, Trust or Corporate Partnerships required in Section 3.
CUSTODIAL OWNERSHIP
For New IRA/Qualified Plan Accounts, please complete to form/application provided by your custodian of choice in addition to
this Subscription Agreement and forward to the custodian for processing.
For existing IRA Accounts and other Custodial Accounts, information must be completed BY THE CUSTODIAN.
Have all documents signed by the appropriate officers as indicated in the Corporate Resolution (which are also to be included).
Issued by
Red Oak Capital Fund V, LLC
If you are making your investment through a broker-dealer or registered investment advisor, please provide the following information related
to such broker-dealer or registered investment advisor:
2. Investment Instructions
☐ By Mail — Checks should be made payable to “Red Oak Capital Fund V, LLC;” or
☐ By Wire Transfer — Forward this Subscription Agreement to the address listed above. Wiring instructions are as set
forth below:
☐ Individual — One signature required. ☐ Traditional IRA — Owner and custodian signatures required.
☐ Joint Tenants with Rights of Survivorship — All parties ☐ Roth IRA — Owner and custodian signatures required.
must sign. ☐ Simplified Employee Pension/Trust (SEP) — Owner and
☐ Community Property — All parties must sign. custodian signatures required.
☐ Tenants in Common — All parties must sign. ☐ KEOGH — Owner and custodian signatures required.
☐ Uniform Gift to Minors Act — State of — Custodian ☐ Other — ___________________________________ Owner
signature required. and custodian signatures required.
☐ Uniform Transfer to Minors Act — State of —
Custodian signature required. Custodian Information (To be completed by custodian.)
☐ Qualified Pension or Profit Sharing Plan — Include plan
documents.
Name of Custodian:
☐ Trust — Include title, signature and “Powers of the Trustees”
pages.
Mailing Address: City: State:
☐ Corporation — Include corporate resolution, articles of
incorporation and bylaws. Authorized signature Zip Code:
required.
☐ Partnership — Include partnership agreement. Authorized Custodian Tax ID #:
signature(s) required.
☐ Other (Specify)— Custodian Account #:
Include title and signature pages.
Custodian Phone #:
4. Investor Information (You must include a permanent street address even if your mailing address is a P.O. Box.)
*If there is more than one trustee or beneficial owner, we will require documents for the requested information for each additional
trustee and/or beneficial owner.
The deposit services above cannot be established without a pre-printed, voided check. For Electronic Funds Transfers, the
signatures of the bank account owner(s) must appear exactly as they appear on the bank registration. If the registration at the bank differs
from that on this Subscription Agreement, all parties must sign below.
_________________________________________________ _____________________________
Signature of Individual/Trustee/Beneficial Owner Date
_________________________________________________
Printed Name
_________________________________________________ _____________________________
Signature of Joint Owner/Co-trustee Date
_________________________________________________
Printed Name
☐ In lieu of receiving documents by mail, I authorize the company to make available on its website at [Link] it’s
semi-annual reports, annual reports, or other reports required to be delivered to me, as well as any investment or marketing updates, and
to notify me via e-mail when such reports or updates are available. Any investor who elects this option must provide an e-mail address
below. Please carefully read the following representations before consenting to receive documents electronically. If you check this box,
you represent the following:
(a) I acknowledge that access to the internet, email and the World Wide Web is required in order to access documents
electronically. I may receive by email notification the availability of a document in electronic format. The notification e-mail
will contain a web address (or hyperlink) where the document can be found. By entering this address into my web browser, I
can view, download and print the document from my computer. I acknowledge that there may be costs associated with the
electronic access, such as usage charges from my internet provider and telephone provider, and that these costs are my
responsibility.
(b) I acknowledge that documents distributed electronically may be provided in Adobe’s Portable Document Format (PDF). The
Adobe Reader software is required to view documents in PDF. The reader software is available free of charge from Adobe’s
web site at [Link]. The Adobe Reader software must be correctly installed on my system before I will be able to
view documents in PDF. Electronic delivery also involves risks related to system or network outage that could impair my
timely receipt of or access to stockholder communications.
(c) I acknowledge that I may receive at no cost from the Company a paper copy of any documents delivered electronically by
calling my financial advisor.
(d) I understand that if the e-mail notification is returned to the Company as “undeliverable,” a letter will be mailed to me with
instructions on how to update my e-mail address to begin receiving communications via electronic delivery. I further
understand that if the Company is unable to obtain a valid e-mail address for me, the Company will resume sending a paper
copy of its filings by U.S. mail to my address of record.
(e) I understand that my consent may be updated or cancelled, including any updates in e-mail address to which documents are
delivered, at any time by calling my financial advisor.
I understand that to purchase Bonds, I must either be an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated
under the act, or I must limit my investment in the Bonds to a maximum of: (i) 10% of my net worth or annual income, whichever is greater,
if I am a natural person; or (ii) 10% of my revenues or net assets, whichever is greater, for my most recently completed fiscal year, if I am a
non-natural person.
I understand that if I am a natural person I should determine my net worth for purposes of these representations by calculating the difference
between my total assets and total liabilities. I understand this calculation must exclude the value of my primary residence and may exclude
any indebtedness secured by my primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary
accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the
fiduciary directly or indirectly provides funds for the purchase of the Bonds.
I hereby represent and warrant that I meet the qualifications to purchase Bonds because (please mark one):
☐ I am a natural person, and the aggregate purchase price for the Bonds I am purchasing in the offering does not exceed
10% of my net worth or annual income, whichever is greater.
☐ I am a non-natural person, and the aggregate purchase price for the Bonds I am purchasing in the offering does not exceed
10% of my revenues or net assets, whichever is greater, for my most recently completed fiscal year.
☐ I am an accredited investor.
If you marked that you are an accredited investor, please complete Addendum A, attached hereto, and return it with this Subscription
Agreement. If Addendum A is not received with this Subscription Agreement, your subscription will not be accepted.
d. I agree that my rights and responsibilities relative to my ownership of the Bonds subscribed for in this offering shall be
governed (i) by that certain Indenture by and between the Company and UMB Bank, N.A., as trustee, filed as an exhibit to
the Offering Circular; and (ii) the Form of Bond filed as an exhibit to the Offering Circular.
e. I hereby represent and warrant that I am not, and am not acting as an agent, representative, intermediary or nominee for any
person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of
Treasury. In addition, I have complied with all applicable U.S. laws, regulations, directives, and executive orders relating to
anti-money laundering including but not limited to the following laws: (1) the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (2)
Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism) of September 23, 2001.
By making the foregoing representations you have not waived any right of action you may have under federal or state securities
law. Any such waiver would be unenforceable. The company will assert your representations as a defense in any subsequent
litigation where such assertion would be relevant. This subscription agreement and all rights hereunder shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware without giving effect to the principles of conflict of laws.
8. Investor Signatures
Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The
2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement’s electronic signature
include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser
identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription
{01272666.2 } Red Oak Capital Fund V, LLC
Page 7 of 12
Agreement will be available to both, you and the Company, as well as any associated brokers, so they can store and access it at any time, and
it will be stored and accessible on [Link]. You and the Company each hereby consents and agrees that electronically
signing this Subscription Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further,
all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the
lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between
you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this
Subscription Agreement shall be legally binding and such transaction shall be considered authorized by you. You agree your electronic
signature is the legal equivalent of your manual signature on this Subscription Agreement. You consent to be legally bound by this
Subscription Agreement's terms and conditions. Furthermore, you and the Company, each hereby agrees that all current and future notices,
confirmations and other communications regarding this Subscription Agreement specifically, and future communications in general
between the parties, may be made by email, sent to the email address of record as set forth in this Subscription Agreement or as otherwise
from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and
such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically
sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients
spam filters by the recipients email service provider, or due to a recipient’s change of address, or due to technology issues by the recipients
service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under
no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such
communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper
documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your
own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.
Your Consent is Hereby Given: By signing this Subscription Agreement electronically, you are explicitly agreeing to receive documents
electronically including your copy of this signed Subscription Agreement as well as ongoing disclosures, communications and notices.
_________________________________________________ _____________________________
Signature of Individual/Trustee/Beneficial Owner/Custodian Date
_________________________________________________
Printed Name
_________________________________________________ _____________________________
Signature of Joint Owner/Co-trustee Date
_________________________________________________
Printed Name
FIRM ACKNOWLEDGMENT:
_________________________________________________ _____________________________
Signature – Firm Principal Date
_________________________________________________
Printed Name
_________________________________________________ _____________________________
Signature – Authorized Representative
_________________________________________________ _____________________________
Printed Name Date
By: _________________________________________________
Name: ___________________________________
Its: _________________________________ Dated: ___________________
(a) ______ I have an individual net worth, or joint net worth with my spouse (or spousal equivalent), of more than
$1,000,000, excluding primary residence, see calculation below; or
(b) ______ I have individual income in excess of $200,000 or joint income with my spouse (or spousal equivalent) in excess
of $300,000, in each of the two most recent years and I have a reasonable expectation of reaching the same income level
in the current year.
(c) ______ I am an executive officer, director, advisory board member, trustee or general partner of the Company, or serve
in a similar capacity, or I serve in a similar capacity of the general partner of the Company.
(d) I am a holder in good standing of certain professional certifications or designations, including the Financial Industry
Regulatory Authority, Inc. Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative
(Series 65), or Licensed Private Securities Offerings Representative (Series 82) certifications.
If other than a natural person, I represent and warrant that I am: (mark as appropriate):
(a) ______ an organization described in Section 501(c)(3) of the Internal Revenue Code, as amended, a corporation, Massachusetts
or similar business trust, partnership, or organization described in Code Section 501(c)(3), not formed for the specific purpose of
acquiring Bonds, with total assets over $5,000,000;
(b) ______ an entity with investments (as defined in Section 2a51-1(b) of the Investment Company Act) exceeding $5,000,000, not
formed for the specific purpose of acquiring Bonds;
(c) ______ a trust, with total assets over $5,000,000, not formed for the specific purpose of acquiring Bonds and whose purchase
is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of
evaluating the merits and risks of an investment in the Bonds as described in Rule 506(b)(2)(ii) under the Securities Act of 1933
(the “Securities Act”);
(d) ______ a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended;
(e) ______ an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company
Act”) or a business development company (as defined in Section 2(a)(48) of the Investment Company Act);
(f) ______ an investment adviser registered under the Investment Advisers Act of 1940 (the “Advisers Act”), or an exempt reporting
adviser (as defined in Section 203(l) or Section 203(m) of the Advisers Act), or a state-registered investment adviser;
(g) ______ a family client of family office, with total assets of at least $5,000,000, not formed for the specific purpose of acquiring
Bonds and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that the
family office is capable of evaluating the merits and risks of an investment in Bonds as described in Section 202(a)(11)(G)-1(b) under
the Advisers Act;
(h) ______ a small business investment company licensed by the Small Business Administration under Section 301(c) or (d) or the
Small Business Investment Act of 1958, as amended;
(i) ______ a Rural business investment company (as defined in Section 384A of the Consolidated Farm and Rural Development Act);
(j) ______ an employee benefit plan within the meaning of ERISA, if the investment decision is made by a plan fiduciary (as
defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company, or registered
(k) ______ a private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as
amended);
(l) ______ a bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as defined
in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity, or any insurance company as
defined in Section 2(13) of the Securities Act;
(m) ______ a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total assets of more than $5,000,000; or
(n) ______ an entity (including an Individual Retirement Account) in which all of the equity owners are accredited investors.
Note: For the purposes of calculating your net worth, Net Worth is defined as the difference between total assets and total liabilities. This
calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to
an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements
may be satisfied by the beneficiary of the account or by the fiduciary, if the donor or grantor is the fiduciary and the fiduciary directly or
indirectly provides funds for the purchase of the Bonds.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to
following seven boxes. certain entities, not individuals; see
instructions on page 3):
Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate
single-member LLC Exempt payee code (if any)
Print or type.
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶
Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that code (if any)
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
Other (see instructions) ▶ (Applies to accounts maintained outside the U.S.)
5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional)
Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign Signature of
Here
General Instructions • Form 1099-DIV (dividends, including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise • Form 1099-MISC (various types of income, prizes, awards, or gross
noted. proceeds)
Future developments. For the latest information about developments • Form 1099-B (stock or mutual fund sales and certain other
related to Form W-9 and its instructions, such as legislation enacted transactions by brokers)
after they were published, go to [Link]/FormW9.
• Form 1099-S (proceeds from real estate transactions)
Purpose of Form • Form 1099-K (merchant card and third party network transactions)
An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest),
information return with the IRS must obtain your correct taxpayer 1098-T (tuition)
identification number (TIN) which may be your social security number • Form 1099-C (canceled debt)
(SSN), individual taxpayer identification number (ITIN), adoption
• Form 1099-A (acquisition or abandonment of secured property)
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S. person (including a resident
amount reportable on an information return. Examples of information alien), to provide your correct TIN.
returns include, but are not limited to, the following. If you do not return Form W-9 to the requester with a TIN, you might
• Form 1099-INT (interest earned or paid) be subject to backup withholding. See What is backup withholding,
later.
By signing the filled-out form, you: Example. Article 20 of the U.S.-China income tax treaty allows an
1. Certify that the TIN you are giving is correct (or you are waiting for a exemption from tax for scholarship income received by a Chinese
number to be issued), student temporarily present in the United States. Under U.S. law, this
student will become a resident alien for tax purposes if his or her stay in
2. Certify that you are not subject to backup withholding, or the United States exceeds 5 calendar years. However, paragraph 2 of
3. Claim exemption from backup withholding if you are a U.S. exempt the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows
payee. If applicable, you are also certifying that as a U.S. person, your the provisions of Article 20 to continue to apply even after the Chinese
allocable share of any partnership income from a U.S. trade or business student becomes a resident alien of the United States. A Chinese
is not subject to the withholding tax on foreign partners' share of student who qualifies for this exception (under paragraph 2 of the first
effectively connected income, and protocol) and is relying on this exception to claim an exemption from tax
4. Certify that FATCA code(s) entered on this form (if any) indicating on his or her scholarship or fellowship income would attach to Form
that you are exempt from the FATCA reporting, is correct. See What is W-9 a statement that includes the information described above to
FATCA reporting, later, for further information. support that exemption.
Note: If you are a U.S. person and a requester gives you a form other If you are a nonresident alien or a foreign entity, give the requester the
than Form W-9 to request your TIN, you must use the requester’s form if appropriate completed Form W-8 or Form 8233.
it is substantially similar to this Form W-9.
Backup Withholding
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are: What is backup withholding? Persons making certain payments to you
must under certain conditions withhold and pay to the IRS 24% of such
• An individual who is a U.S. citizen or U.S. resident alien; payments. This is called “backup withholding.” Payments that may be
• A partnership, corporation, company, or association created or subject to backup withholding include interest, tax-exempt interest,
organized in the United States or under the laws of the United States; dividends, broker and barter exchange transactions, rents, royalties,
• An estate (other than a foreign estate); or nonemployee pay, payments made in settlement of payment card and
third party network transactions, and certain payments from fishing boat
• A domestic trust (as defined in Regulations section 301.7701-7).
operators. Real estate transactions are not subject to backup
Special rules for partnerships. Partnerships that conduct a trade or withholding.
business in the United States are generally required to pay a withholding You will not be subject to backup withholding on payments you
tax under section 1446 on any foreign partners’ share of effectively receive if you give the requester your correct TIN, make the proper
connected taxable income from such business. Further, in certain cases
certifications, and report all your taxable interest and dividends on your
where a Form W-9 has not been received, the rules under section 1446 tax return.
require a partnership to presume that a partner is a foreign person, and
pay the section 1446 withholding tax. Therefore, if you are a U.S. person Payments you receive will be subject to backup withholding if:
that is a partner in a partnership conducting a trade or business in the 1. You do not furnish your TIN to the requester,
United States, provide Form W-9 to the partnership to establish your 2. You do not certify your TIN when required (see the instructions for
U.S. status and avoid section 1446 withholding on your share of Part II for details),
partnership income.
3. The IRS tells the requester that you furnished an incorrect TIN,
In the cases below, the following person must give Form W-9 to the
partnership for purposes of establishing its U.S. status and avoiding 4. The IRS tells you that you are subject to backup withholding
withholding on its allocable share of net income from the partnership because you did not report all your interest and dividends on your tax
conducting a trade or business in the United States. return (for reportable interest and dividends only), or
• In the case of a disregarded entity with a U.S. owner, the U.S. owner 5. You do not certify to the requester that you are not subject to
of the disregarded entity and not the entity; backup withholding under 4 above (for reportable interest and dividend
accounts opened after 1983 only).
• In the case of a grantor trust with a U.S. grantor or other U.S. owner,
generally, the U.S. grantor or other U.S. owner of the grantor trust and Certain payees and payments are exempt from backup withholding.
not the trust; and See Exempt payee code, later, and the separate Instructions for the
Requester of Form W-9 for more information.
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust
(other than a grantor trust) and not the beneficiaries of the trust. Also see Special rules for partnerships, earlier.
Foreign person. If you are a foreign person or the U.S. branch of a
foreign bank that has elected to be treated as a U.S. person, do not use
What is FATCA Reporting?
Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see The Foreign Account Tax Compliance Act (FATCA) requires a
Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial institution to report all United States
Entities). account holders that are specified United States persons. Certain
payees are exempt from FATCA reporting. See Exemption from FATCA
Nonresident alien who becomes a resident alien. Generally, only a
nonresident alien individual may use the terms of a tax treaty to reduce reporting code, later, and the Instructions for the Requester of Form
W-9 for more information.
or eliminate U.S. tax on certain types of income. However, most tax
treaties contain a provision known as a “saving clause.” Exceptions
specified in the saving clause may permit an exemption from tax to
Updating Your Information
continue for certain types of income even after the payee has otherwise You must provide updated information to any person to whom you
become a U.S. resident alien for tax purposes. claimed to be an exempt payee if you are no longer an exempt payee
If you are a U.S. resident alien who is relying on an exception and anticipate receiving reportable payments in the future from this
contained in the saving clause of a tax treaty to claim an exemption person. For example, you may need to provide updated information if
from U.S. tax on certain types of income, you must attach a statement you are a C corporation that elects to be an S corporation, or if you no
to Form W-9 that specifies the following five items. longer are tax exempt. In addition, you must furnish a new Form W-9 if
1. The treaty country. Generally, this must be the same treaty under the name or TIN changes for the account; for example, if the grantor of a
which you claimed exemption from tax as a nonresident alien. grantor trust dies.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
Penalties
saving clause and its exceptions. Failure to furnish TIN. If you fail to furnish your correct TIN to a
4. The type and amount of income that qualifies for the exemption requester, you are subject to a penalty of $50 for each such failure
from tax. unless your failure is due to reasonable cause and not to willful neglect.
5. Sufficient facts to justify the exemption from tax under the terms of Civil penalty for false information with respect to withholding. If you
the treaty article. make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
Form W-9 (Rev. 10-2018) Page 3
Criminal penalty for falsifying information. Willfully falsifying IF the entity/person on line 1 is THEN check the box for . . .
certifications or affirmations may subject you to criminal penalties a(n) . . .
including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of • Corporation Corporation
federal law, the requester may be subject to civil and criminal penalties. • Individual Individual/sole proprietor or single-
• Sole proprietorship, or member LLC
Specific Instructions • Single-member limited liability
company (LLC) owned by an
Line 1 individual and disregarded for U.S.
You must enter one of the following on this line; do not leave this line federal tax purposes.
blank. The name should match the name on your tax return. • LLC treated as a partnership for Limited liability company and enter
If this Form W-9 is for a joint account (other than an account U.S. federal tax purposes, the appropriate tax classification.
maintained by a foreign financial institution (FFI)), list first, and then • LLC that has filed Form 8832 or (P= Partnership; C= C corporation;
circle, the name of the person or entity whose number you entered in 2553 to be taxed as a corporation, or S= S corporation)
Part I of Form W-9. If you are providing Form W-9 to an FFI to document or
a joint account, each holder of the account that is a U.S. person must
• LLC that is disregarded as an
provide a Form W-9.
entity separate from its owner but
a. Individual. Generally, enter the name shown on your tax return. If the owner is another LLC that is
you have changed your last name without informing the Social Security not disregarded for U.S. federal tax
Administration (SSA) of the name change, enter your first name, the last purposes.
name as shown on your social security card, and your new last name.
• Partnership Partnership
Note: ITIN applicant: Enter your individual name as it was entered on
your Form W-7 application, line 1a. This should also be the same as the • Trust/estate Trust/estate
name you entered on the Form 1040/1040A/1040EZ you filed with your
application. Line 4, Exemptions
b. Sole proprietor or single-member LLC. Enter your individual If you are exempt from backup withholding and/or FATCA reporting,
name as shown on your 1040/1040A/1040EZ on line 1. You may enter enter in the appropriate space on line 4 any code(s) that may apply to
your business, trade, or “doing business as” (DBA) name on line 2. you.
c. Partnership, LLC that is not a single-member LLC, C Exempt payee code.
corporation, or S corporation. Enter the entity's name as shown on the • Generally, individuals (including sole proprietors) are not exempt from
entity's tax return on line 1 and any business, trade, or DBA name on backup withholding.
line 2. • Except as provided below, corporations are exempt from backup
d. Other entities. Enter your name as shown on required U.S. federal withholding for certain payments, including interest and dividends.
tax documents on line 1. This name should match the name shown on the • Corporations are not exempt from backup withholding for payments
charter or other legal document creating the entity. You may enter any made in settlement of payment card or third party network transactions.
business, trade, or DBA name on line 2.
• Corporations are not exempt from backup withholding with respect to
e. Disregarded entity. For U.S. federal tax purposes, an entity that is attorneys’ fees or gross proceeds paid to attorneys, and corporations
disregarded as an entity separate from its owner is treated as a that provide medical or health care services are not exempt with respect
“disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter to payments reportable on Form 1099-MISC.
the owner's name on line 1. The name of the entity entered on line 1
should never be a disregarded entity. The name on line 1 should be the The following codes identify payees that are exempt from backup
name shown on the income tax return on which the income should be withholding. Enter the appropriate code in the space in line 4.
reported. For example, if a foreign LLC that is treated as a disregarded 1—An organization exempt from tax under section 501(a), any IRA, or
entity for U.S. federal tax purposes has a single owner that is a U.S. a custodial account under section 403(b)(7) if the account satisfies the
person, the U.S. owner's name is required to be provided on line 1. If requirements of section 401(f)(2)
the direct owner of the entity is also a disregarded entity, enter the first 2—The United States or any of its agencies or instrumentalities
owner that is not disregarded for federal tax purposes. Enter the
disregarded entity's name on line 2, “Business name/disregarded entity 3—A state, the District of Columbia, a U.S. commonwealth or
name.” If the owner of the disregarded entity is a foreign person, the possession, or any of their political subdivisions or instrumentalities
owner must complete an appropriate Form W-8 instead of a Form W-9. 4—A foreign government or any of its political subdivisions, agencies,
This is the case even if the foreign person has a U.S. TIN. or instrumentalities
Line 2 5—A corporation
If you have a business name, trade name, DBA name, or disregarded 6—A dealer in securities or commodities required to register in the
entity name, you may enter it on line 2. United States, the District of Columbia, or a U.S. commonwealth or
possession
Line 3 7—A futures commission merchant registered with the Commodity
Check the appropriate box on line 3 for the U.S. federal tax Futures Trading Commission
classification of the person whose name is entered on line 1. Check only 8—A real estate investment trust
one box on line 3.
9—An entity registered at all times during the tax year under the
Investment Company Act of 1940
10—A common trust fund operated by a bank under section 584(a)
11—A financial institution
12—A middleman known in the investment community as a nominee or
custodian
13—A trust exempt from tax under section 664 or described in section
4947
Form W-9 (Rev. 10-2018) Page 4
The following chart shows types of payments that may be exempt M—A tax exempt trust under a section 403(b) plan or section 457(g)
from backup withholding. The chart applies to the exempt payees listed plan
above, 1 through 13. Note: You may wish to consult with the financial institution requesting
IF the payment is for . . . THEN the payment is exempt this form to determine whether the FATCA code and/or exempt payee
for . . . code should be completed.
1. Interest, dividend, and barter exchange accounts opened For this type of account: Give name and EIN of:
before 1984 and broker accounts considered active during 1983.
14. Account with the Department of The public entity
You must give your correct TIN, but you do not have to sign the
Agriculture in the name of a public
certification.
entity (such as a state or local
2. Interest, dividend, broker, and barter exchange accounts government, school district, or
opened after 1983 and broker accounts considered inactive during prison) that receives agricultural
1983. You must sign the certification or backup withholding will apply. If program payments
you are subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2 in the 15. Grantor trust filing under the Form The trust
certification before signing the form. 1041 Filing Method or the Optional
Form 1099 Filing Method 2 (see
3. Real estate transactions. You must sign the certification. You may
Regulations section 1.671-4(b)(2)(i)(B))
cross out item 2 of the certification.
1
4. Other payments. You must give your correct TIN, but you do not List first and circle the name of the person whose number you furnish.
have to sign the certification unless you have been notified that you If only one person on a joint account has an SSN, that person’s number
have previously given an incorrect TIN. “Other payments” include must be furnished.
payments made in the course of the requester’s trade or business for 2
Circle the minor’s name and furnish the minor’s SSN.
rents, royalties, goods (other than bills for merchandise), medical and
3
health care services (including payments to corporations), payments to You must show your individual name and you may also enter your
a nonemployee for services, payments made in settlement of payment business or DBA name on the “Business name/disregarded entity”
card and third party network transactions, payments to certain fishing name line. You may use either your SSN or EIN (if you have one), but the
boat crew members and fishermen, and gross proceeds paid to IRS encourages you to use your SSN.
attorneys (including payments to corporations). 4
List first and circle the name of the trust, estate, or pension trust. (Do
5. Mortgage interest paid by you, acquisition or abandonment of not furnish the TIN of the personal representative or trustee unless the
secured property, cancellation of debt, qualified tuition program legal entity itself is not designated in the account title.) Also see Special
payments (under section 529), ABLE accounts (under section 529A), rules for partnerships, earlier.
IRA, Coverdell ESA, Archer MSA or HSA contributions or *Note: The grantor also must provide a Form W-9 to trustee of trust.
distributions, and pension distributions. You must give your correct
Note: If no name is circled when more than one name is listed, the
TIN, but you do not have to sign the certification.
number will be considered to be that of the first name listed.
What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft
For this type of account: Give name and SSN of:
Identity theft occurs when someone uses your personal information
1. Individual The individual such as your name, SSN, or other identifying information, without your
2. Two or more individuals (joint The actual owner of the account or, if permission, to commit fraud or other crimes. An identity thief may use
account) other than an account combined funds, the first individual on your SSN to get a job or may file a tax return using your SSN to receive
maintained by an FFI the account1 a refund.
3. Two or more U.S. persons Each holder of the account To reduce your risk:
(joint account maintained by an FFI) • Protect your SSN,
4. Custodial account of a minor The minor2 • Ensure your employer is protecting your SSN, and
(Uniform Gift to Minors Act) • Be careful when choosing a tax preparer.
5. a. The usual revocable savings trust The grantor-trustee1
If your tax records are affected by identity theft and you receive a
(grantor is also trustee)
notice from the IRS, respond right away to the name and phone number
b. So-called trust account that is not The actual owner1
printed on the IRS notice or letter.
a legal or valid trust under state law
If your tax records are not currently affected by identity theft but you
6. Sole proprietorship or disregarded The owner3 think you are at risk due to a lost or stolen purse or wallet, questionable
entity owned by an individual credit card activity or credit report, contact the IRS Identity Theft Hotline
7. Grantor trust filing under Optional The grantor* at 1-800-908-4490 or submit Form 14039.
Form 1099 Filing Method 1 (see For more information, see Pub. 5027, Identity Theft Information for
Regulations section 1.671-4(b)(2)(i) Taxpayers.
(A))
Victims of identity theft who are experiencing economic harm or a
For this type of account: Give name and EIN of: systemic problem, or are seeking help in resolving tax problems that
8. Disregarded entity not owned by an The owner have not been resolved through normal channels, may be eligible for
individual Taxpayer Advocate Service (TAS) assistance. You can reach TAS by
9. A valid trust, estate, or pension trust Legal entity4
calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
1-800-829-4059.
10. Corporation or LLC electing The corporation Protect yourself from suspicious emails or phishing schemes.
corporate status on Form 8832 or Phishing is the creation and use of email and websites designed to
Form 2553 mimic legitimate business emails and websites. The most common act
11. Association, club, religious, The organization is sending an email to a user falsely claiming to be an established
charitable, educational, or other tax- legitimate enterprise in an attempt to scam the user into surrendering
exempt organization private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the Privacy Act Notice
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers, passwords, or similar secret access Section 6109 of the Internal Revenue Code requires you to provide your
information for their credit card, bank, or other financial accounts. correct TIN to persons (including federal agencies) who are required to
file information returns with the IRS to report interest, dividends, or
If you receive an unsolicited email claiming to be from the IRS, certain other income paid to you; mortgage interest you paid; the
forward this message to phishing@[Link]. You may also report misuse
acquisition or abandonment of secured property; the cancellation of
of the IRS name, logo, or other IRS property to the Treasury Inspector debt; or contributions you made to an IRA, Archer MSA, or HSA. The
General for Tax Administration (TIGTA) at 1-800-366-4484. You can person collecting this form uses the information on the form to file
forward suspicious emails to the Federal Trade Commission at information returns with the IRS, reporting the above information.
spam@[Link] or report them at [Link]/complaint. You can Routine uses of this information include giving it to the Department of
contact the FTC at [Link]/idtheft or 877-IDTHEFT (877-438-4338). Justice for civil and criminal litigation and to cities, states, the District of
If you have been the victim of identity theft, see [Link] Columbia, and U.S. commonwealths and possessions for use in
and Pub. 5027. administering their laws. The information also may be disclosed to other
Visit [Link]/IdentityTheft to learn more about identity theft and countries under a treaty, to federal and state agencies to enforce civil
how to reduce your risk. and criminal laws, or to federal law enforcement and intelligence
agencies to combat terrorism. You must provide your TIN whether or
not you are required to file a tax return. Under section 3406, payers
must generally withhold a percentage of taxable interest, dividend, and
certain other payments to a payee who does not give a TIN to the payer.
Certain penalties may also apply for providing false or fraudulent
information.