W-8-BEN-E - Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)

Certificate of Foreign Status of Beneficial
Owner for United States Tax Withholding
and Reporting (Entities)
What’s New
In 2010, Congress passed the Hiring Incentives to
Restore Employment Act of 2010, P.L. 111-147 (the
HIRE Act), which added chapter 4 of Subtitle A (chapter
4) to the Code, consisting of sections 1471 through 1474
of the Code and commonly referred to as “FATCA” or
“chapter 4.” Under chapter 4, participating foreign
financial institutions (FFIs) and certain registered
deemed compliant FFIs are generally required to identify
their U.S. account holders, regardless of whether a
payment subject to withholding is made to the account.
In January 2013, final regulations were published that
provide due diligence, withholding, and reporting rules
for both U.S. withholding agents and FFIs under chapter
4.
This form, along with Form W-8ECI, W-8EXP, and W8IMY, has been updated to reflect the documentation
requirements of chapter 4. In particular, this Form W8BEN-E is now used exclusively by entities to document
their status both under chapter 4 and chapter 3 of the
Code (“chapter 3”), and under certain other sections of
the Code to establish their status for withholding or
reporting purposes. Individuals documenting their foreign
status (or making a claim of treaty benefits for reduced
withholding) should use Form W-8BEN instead of this
form.
An entity account holder holding accounts with certain
foreign financial institutions that does not document its
applicable chapter 4 status may be treated as a
recalcitrant account holder or nonparticipating FFI and, in
some cases, may besubject to 30% withholding on
certain payments. A foreign entity other than a
nonparticipating FFI can avoid being classified as a
recalcitrant account holder or nonparticipating FFI by
using this form to document its applicable chapter 4
status.In general, a foreign entity receiving a
withholdable payment should provide this form when
requested to avoid incorrect withholding consequences.

U.S. trade or business of the payee.

General Instructions
Section references are to the Internal Revenue Code
unless otherwise noted.
For definitions of terms used throughout these
instructions, see Definitions on pages X and X.
Purpose of form. This form is used by foreign entities
to document their status for purposes of chapter 3 and
chapter 4, as well as for certain other code provisions.
This form must be used by withholding agents and
financial institutions beginning July 1, 2014. On that
date, all prior versions of Form W-8 will become
obsolete for purposes of obtaining new withholding
certificates. Withholding certificates obtained prior to
that date, however, may remain valid under certain
conditions..
For chapter 3 purposes
Foreign persons are subject to U.S. tax at a 30% rate
on income they receive from U.S. sources that consists
of:
•
Interest (including certain original issue discount
(OID));
•
Dividends;
•
Rents;
•
Royalties;
•
Premiums;
•
Annuities;
•
Compensation for, or in expectation of, services
performed;
•
Substitute payments in a securities lending
transaction; or
•
Other fixed or determinable annual or periodical
gains, profits, or income.

DRAFT

Reportable payment card transactions
Section 6050W was added by section 3091 of the
Housing Assistance Tax Act of 2008 and requires
information returns to be made by certain payers with
respect to payments made to participating payees in
settlement of payment card transactions and third party
payment network transactions. Information returns are
not required with respect to payments made to payees
that are foreign persons, however.
A payer of a reportable payment may treat a payee as
foreign if the payer receives an applicable Form W-8
from the payee. Provide this Form W-8BEN-E to the
requestor if you are a foreign entity that is a participating
payee receiving payments in settlement of payment card
transactions that are not effectively connected with a

This tax is imposed on the gross amount paid and is
generally collected by withholding under section 1441 or
1442 on that amount. A payment is considered to have
been made whether it is made directly to the beneficial
owner or to another person, such as an intermediary,
agent, or partnership, for the benefit of the beneficial
owner.
In addition, section 1446 requires a partnership
conducting a trade or business in the United States to
withhold tax on a foreign partner’s distributive share of the
partnership’s effectively connected taxable income.
Generally, a foreign person that is a partner in a
partnership that submits a Form W-8 for purposes of
section 1441 or 1442 will satisfy the documentation
requirements under section 1446 as well. However, in
some cases the documentation requirements of sections
1441 and 1442 do not match the documentation
requirements of section 1446. See Regulations sections
1.1446-1 through 1.1446-6. Further, the owner of a
disregarded entity, rather than the disregarded entity
itself, submits the appropriate Form W-8 for purposes of

section 1446.
If you receive certain types of income, you must
provide Form W-8BEN-E to:
•
Establish that you are not a U.S. person;
•
Claim that you are the beneficial owner of the
income for which Form W-8BEN-E is being provided or a
partner in a partnership subject to section 1446; and
• If applicable, claim a reduced rate of, or exemption from,
withholding as a resident of a foreign country with which
the United States has an income tax treaty.
You may also be required to submit Form W-8BEN-E to
claim an exception from domestic information reporting
and backup withholding (at the backup withholding rate
under section 3406) for certain types of income that are
not subject to foreign-person withholding. Such income
includes:
•
Broker proceeds.
•
Short-term (183 days or less) original issue
discount (short-term OID).
•
Bank deposit interest.
•
Foreign source interest, dividends, rents, or
royalties.
A withholding agent or payer of the income may rely on
a properly completed Form W-8BEN-E to treat a
payment associated with the Form W-8BEN-E as a
payment to a foreign person who beneficially owns the
amounts paid. If applicable, the withholding agent may
rely on the Form W-8BEN-E to apply a reduced rate of,
or exemption from, withholding at source.
Provide Form W-8BEN-E to the withholding agent or
payer before income is paid or credited to you. Failure to
provide a Form W-8BEN-E when requested may lead to
withholding at a 30% rate (foreign-person withholding) or
the backup withholding rate.
For chapter 4 purposes

beneficial owner of an amount subject to chapter 3
withholding and are making a claim of treaty benefits.
Under chapter 4, you must submit Form W-8BEN-E when
requested if you are the payee of a withholdable payment
or are an accountholder maintaining an account with an
FFI (other than a accountholder that is a flow-through
entity receiving a withholdable payment on behalf of its
owners). A foreign person acting as an intermediary for a
payment which is not subject to chapter 3 or 4 but wishes
to document its foreign status may use this form (although
a properly completed Form W-8IMY will be valid for the
same purpose).
Do not use Form W-8BEN-E if:
•
You are U.S. person (including U.S. citizens,
resident aliens, and entities treated as U.S. persons, such
as a corporation organized under the law of a state).
Instead, use Form W-9, Request for Taxpayer
Identification Number and Certification.
•
You are a foreign insurance company that has
made an election under section 953(d) to be treated as a
U.S. person. Instead, you are permitted to provide a
withholding agent with Form W-9 to certify to your U.S.
status.
•
You are a nonresident alien individual. Instead,
use Form W-8BEN, Certificate of Foreign Status of
Beneficial Owner For United States Tax Withholding and
Reporting (Individuals).
•
You are a disregarded entity with a single owner
that is a U.S. person and you are not a hybrid entity
claiming treaty benefits. Instead, the single owner should
provide Form W-9.
•
You are a disregarded entity with a single owner
that is not a U.S. person or a branch of an FFI claiming its
status for chapter 4 purposes as a participating FFI or
registered deemed-compliant FFI and you are not a
hybrid entity claiming treaty benefits. Instead, the single
owner should provide Form W-8BEN or Form W-8BEN-E
(as appropriate). Note, however, that if you are a
disregarded entity that is treated as an FFI in a jurisdiction
other than that of your single owner, then your single
owner must complete Form W-8BEN-E, including Part II
(relating to disregarded entities treated as an FFI)
•
You are acting as an intermediary (that is, acting
not for your own account, but for the account of others as
an agent, nominee, or custodian), a qualified
intermediary, or qualified securities lender (QSL) with
regard to a payment of substitute dividends. Instead,
provide Form W-8IMY, Certificate of Foreign Intermediary,
Foreign Flow-Through Entity, or Certain U.S. Branches for
United States Tax Withholding and Reporting.
•
You are receiving income that is effectively
connected with the conduct of a trade or business in the
United States, unless it is allocable to you through a
partnership. Instead, provide Form W-8ECI, Certificate of
Foreign Person’s Claim That Income Is Effectively
Connected With the Conduct of a Trade or Business in
the United States. If any of the income for which you have
provided a Form W-8BEN-E becomes effectively
connected, this is a change in circumstances and Form
W-8BEN-E is no longer valid. You must file Form W-8ECI.
See Change in circumstances below.

DRAFT

Chapter 4 requires withholding agents to identify entity
payees receiving a withholdable payment. A withholding
agent may request this Form W-8BEN-E to establish your
chapter 4 status and avoid withholding at 30% (the
chapter 4 rate).

Chapter 4 also requires FFIs to document entity account
holders in order to fulfill their chapter 4 reporting and
withholding obligations. An account holder who refuses or
fails to provide Form W-8BEN-E when requested may be
deemed recalcitrant and subject to 30% withholding on
certain payments to the account (see the definition of
Amounts Subject to Withholding below).
Additional information. For additional information and
instructions for the withholding agent, see the Instructions
for the Requester of Forms W-8BEN, W-8BEN-E, W8ECI, W-8EXP, and W-8IMY.
Who must provide Form W-8BEN-E. Under chapter 3,
uou must provide Form W-8BEN-E to the withholding
agent or payer if you are a foreign entity that is the

•
You are filing for a foreign government,
international organization, foreign central bank of issue,
foreign tax-exempt organization, foreign private
foundation, or government of a U.S. possession claiming
the applicability of section 115(2), 501(c), 892, 895, or
1443(b). Instead, provide Form W-8EXP, Certificate of
Foreign Government or Other Foreign Organization for
United States Tax Withholding and Reporting, to certify as
to your exemption and identify your applicable chapter 4
status. However, you should use Form W-8BEN-E if you
are claiming treaty benefits or are providing the form only
to claim you are a foreign person exempt from backup
withholding (for example, a foreign tax exempt entity
receiving royalty income that is not exempt because it is
taxable under the unrelated business income tax
provisions but is eligible for a reduced rate of withholding
under a royalty article of a tax treaty). You should use
Form W-8ECI if you received effectively connected
income (for example, income from commercial activities).
•
You are a foreign flow-through entity, other than a
hybrid entity, claiming treaty benefits. Instead, provide
Form W-8IMY. However, if you are a foreign partner,
beneficiary, or owner of a flow-through entity and you are
not yourself a flow-through entity, you may be required to
furnish a Form W-8BEN-E to the flow-through entity.
•
You are a reverse hybrid entity transmitting
beneficial owner documentation provided by your interest
holders to claim treaty benefits on their behalf. Instead,
provide Form W-8IMY.
•
You are a withholding foreign partnership or a
withholding foreign trust within the meaning of sections
1441 and 1442 and the accompanying regulations. A
withholding foreign partnership or a withholding foreign
trust is a foreign partnership or trust that has entered into
a withholding agreement with the IRS under which it
agrees to assume primary withholding responsibility for
each partner’s, beneficiary’s, or owner’s distributive share
of income subject to withholding under chapter 3 and 4
that is paid to the partnership or trust. Instead, provide
Form W-8IMY.
•
You are a foreign partnership or foreign grantor
trust providing documentation for purposes of section
1446. Instead, provide Form W-8IMY and accompanying
documentation. See Regulations sections 1.1446-1
through 1.1446-6.
•
You are a foreign branch of a U.S. financial
institution that is an FFI (other than a QI) under an
applicable IGA. For purposes of identifying yourself to
withholding agents you may submit Form W-9 to certify to
your U.S. status.
Giving Form W-8BEN-E to the withholding agent. Do
not send Form W-8BEN-E to the IRS. Instead, give it to
the person who is requesting it from you. Generally, this
will be the person from whom you receive the payment,
who credits your account, or a partnership that allocates
income to you.

(as applicable under chapters 3 and 4), backup
withholding rate, or the rate applicable under section
1446. If you receive more than one type of income from a
single withholding agent for which you claim different
benefits, the withholding agent may, at its option, require
you to submit a Form W-8BEN-E for each different type of
income. Generally, a separate Form W-8BEN-E must be
given to each withholding agent.
Note. If you own the income with one or more other
persons, the income will be treated by the withholding
agent as owned by a foreign person that is a beneficial
owner of a payment (and not a nonparticipating FFI) only
if Form W-8BEN or W-8BEN-E (or other applicable
document) is provided by each of the owners. An account
will treated as a U.S. account if any of the account holders
is a specified U.S. person or a U.S. owned foreign entity
(unless the account is otherwise excepted from U.S.
account status).
Change in circumstances. If a change in
circumstances makes any information on the Form W8BEN-E you have submitted incorrect for purposes of
either chapter 3 or chapter 4, you must notify the
withholding agent, payer, or financial institution
maintaining your account within 30 days of the change
in circumstances and you must file a new Form W8BEN-E (or other appropriate form as applicable). See
Regulations sections 1.1441-1(e)(4)(ii)(D) for the
definition of a change in circumstances for purposes of
chapter 3. See Regulations section 1.1471-3(c)(6)(ii)(E)
for the definition of a change in circumstances for
purposes of chapter 4.
Expiration of Form W-8BEN-E. Generally, a Form W8BEN-E will remain in effect for purposes of both chapter
3 and chapter 4 for a period starting on the date the form
is signed and ending on the last day of the third
succeeding calendar year, unless a change in
circumstances makes any information on the form
incorrect. For example, a Form W-8BEN signed on
September 30, 2010, remains valid through December
31, 2013.

DRAFT

When to provide Form W-8BEN-E to the withholding
agent. Give Form W-8BEN-E to the person requesting it
before the payment is made to you, credited to your
account or allocated. If you do not provide this form, the
withholding agent may have to withhold at the 30% rate

However, under certain conditions a Form W-8BEN-E
will remain in effect indefinitely until a change of
circumstances occurs. To determine the period of validity
for Form W-8BEN-E for purposes of chapter 4, see
Regulations section 1.1471-3(c)(6)(ii). To determine the
period of validity for Form W-8BEN-E for purposes of
chapter 3, see Regulations section 1.1441-1(e)(4)(ii).

Definitions
Account holder. An account holder is generally the
person listed or identified as the holder or owner of a
financial account. For example, if a partnership is listed
as the holder or owner of a financial account, then the
partnership is the account holder, rather than the
partners of the partnership (subject to some exceptions).
However, an account that is held by a disregarded entity
(other than a disregarded entity treated as an FFI for
chapter 4 purposes) is treated as held by the person
owning the entity.

Amounts subject to withholding. Generally, an amount
subject to chapter 3 withholding is an amount from
sources within the United States that is fixed or
determinable annual or periodical (FDAP) income. FDAP
income is all income included in gross income, including
interest (as well as OID), dividends, rents, royalties, and
compensation. FDAP income does not include most gains
from the sale of property (including market discount and
option premiums), as well as other specific items of
income described in Regulations section 1.1441-2 (such
as interest on bank deposits and short-term OID).
For purposes of section 1446, the amount subject to
withholding is the foreign partner’s share of the
partnership’s effectively connected taxable income.
Withholding under chapter 4 may apply to payments
of U.S. source FDAP income that are withholdable
payments as defined in Regulations section 1.14731(a). Exemptions from withholding or taxation under
chapter 3 are not applicable when determining whether
withholding applies under chapter 4. For specific
exceptions applicable to the definition of a withholdable
payment, see Regulations section 1.1473-1(a)(4)
(exempting, for example, certain nonfinancial
payments).
Beneficial owner. For payments other than those for
which a reduced rate of, or an exemption from,
withholding is claimed under an income tax treaty, the
beneficial owner of income is generally the person who is
required under U.S. tax principles to include the payment
in gross income on a tax return. A person is not a
beneficial owner of income, however, to the extent that
person is receiving the income as a nominee, agent, or
custodian, or to the extent the person is a conduit whose
participation in a transaction is disregarded. In the case
of amounts paid that do not constitute income, beneficial
ownership is determined as if the payment were income.

The beneficial owner of income paid to a foreign estate
is the estate itself.
Note. A payment to a U.S. partnership, U.S. trust, or
U.S. estate is treated as a payment to a U.S. payee that is
not subject to 30% withholding for purposes of chapter 3
and chapter 4. A U.S. partnership, trust, or estate should
provide the withholding agent with a Form W-9. For
purposes of section 1446, a U.S. grantor trust or
disregarded entity shall not provide the withholding agent
a Form W-9 in its own right. Rather, the grantor or other
owner shall provide the withholding agent the appropriate
form.
Chapter 4 status. The term chapter 4 status means a
person’s status as a U.S. person, specified U.S. person,
foreign individual, participating FFI, deemed-compliant
FFI, restricted distributor, exempt beneficial owner,
nonparticipating FFI, territory financial institution,
excepted NFFE, or passive NFFE. See Regulations
section 1.1471-1(b) for further definition of these terms.
Deemed-compliant FFI. Under section 1471(b)(2),
certain FFIs are deemed to comply with the regulations
under chapter 4 without the need to enter into an FFI
agreement with the IRS. However, certain deemedcompliant FFIs are required to register with the IRS and
obtain a GIIN. These FFIs are referred to a registered
deemed-compliant FFIs. See Regulations section
1.1471-5(f).
Disregarded entity. A business entity that has a single
owner and is not a corporation under Regulations section
301.7701-2(b) is disregarded as an entity separate from
its owner. A disregarded entity does not submit this Form
W-8BEN-E to a partnership for purposes of section 1446
or to an FFI for purposes of chapter 4. Instead, the owner
of such entity provides the appropriate documentation.
See Regulations section 1.1446-1 and section 1.14713(a)(3)(v), respectively.

DRAFT

Foreign partnerships, foreign simple trusts, and foreign
grantor trusts are not the beneficial owners of income paid
to the partnership or trust. The beneficial owners of
income paid to a foreign partnership are generally the
partners in the partnership, provided that the partner is
not itself a partnership, foreign simple or grantor trust,
nominee or other agent. The beneficial owners of income
paid to a foreign simple trust (that is, a foreign trust that is
described in section 651(a)) are generally the
beneficiaries of the trust, if the beneficiary is not a foreign
partnership, foreign simple or grantor trust, nominee or
other agent. The beneficial owners of a foreign grantor
trust (that is, a foreign trust to the extent that all or a
portion of the income of the trust is treated as owned by
the grantor or another person under sections 671 through
679) are the persons treated as the owners of the trust.
The beneficial owners of income paid to a foreign
complex trust (that is, a foreign trust that is not a foreign
simple trust or foreign grantor trust) is the trust itself.
For purposes of section 1446, the same beneficial
owner rules apply, except that under section 1446 a
foreign simple trust rather than the beneficiary provides
the form to the partnership.

Certain entities that are disregarded for U.S. tax purposes
may be recognized for purposes of claiming treaty
benefits under an applicable tax treaty (see the definition
of hybrid entity below). A hybrid entity claiming treaty
benefits is required to complete this Form W-8BEN-E.
See the special instructions for hybrid entities on page X.
Financial account. A financial account includes:
• A depository account maintained by an FFI. .
• A custodial account maintained by an FFI.
• Equity or debt interests (other than interests
regularly traded on an established securities
market) in investment entities and certain
holding companies, treasury centers, or
financial institutions as defined in Regulations
section 1.1471-5(e)
• Certain cash value insurance contracts, and
• Annuity contracts
For purposes of chapter 4, exceptions are provided for

accounts such as certain tax-favored savings accounts,
term life insurance contracts, accounts held by estates,
escrow accounts, and annuity contracts. These
exceptions are subject to certain conditions. See
Regulations section 1.1471-5(b)(2). Accounts may also be
excluded from the definition of financial account under an
applicable IGA.
Foreign financial institution (FFI). A foreign financial
institution (FFI) generally means a foreign entity that is a
depository institution, custodial institution, investment
entity, or an insurance company (or holding company of
an insurance company) that issues cash value insurance
or annuity contracts.
Fiscally transparent entity. An entity is treated as
fiscally transparent with respect to an item of income for
which treaty benefits are claimed to the extent that the
interest holders in the entity must, on a current basis, take
into account separately their shares of an item of income
paid to the entity, whether or not distributed, and must
determine the character of the items of income as if they
were realized directly from the sources from which
realized by the entity. For example, partnerships, common
trust funds, and simple trusts or grantor trusts are
generally considered to be fiscally transparent with
respect to items of income received by them.
Flow-through entity. A flow-through entity is a foreign
partnership (other than a withholding foreign partnership),
a foreign simple or foreign grantor trust (other than a
withholding foreign trust), or, for payments for which a
reduced rate of withholding is claimed under an income
tax treaty, any entity to the extent the entity is considered
to be fiscally transparent (see above) with respect to the
payment by an interest holder’s jurisdiction.

(rather than as a beneficial owner) for purposes of
declaring status under the Code but is not treated as
fiscally transparent by a country with which the United
States has an income tax treaty. Hybrid entity status is
relevant for claiming treaty benefits. A hybrid entity,
may, however, be considered the payee for purposes of
chapter 4 (see Regulations section 1.1471-3(a) defining
who is a payee). See the special instructions for hybrid
entities on page X.
Intergovernmental Agreement (IGA). An IGA means a
Model 1 IGA or a Model 2 IGA. A Model 1 IGA means an
agreement between the U.S. or the Treasury Department
and a foreign government or one or more agencies to
implement FATCA through reporting by FFIs to such
foreign government or agency thereof, followed by
automatic exchange of the reported information with the
IRS. An FFI in a Model 1 IGA jurisdiction that performs
account reporting to the jurisdiction’s government is
referred to as a Reporting Model 1 FFI.
A Model 2 IGA means an agreement or arrangement
between the U.S. or the Treasury Department and a
foreign government or one or more agencies to implement
FATCA through reporting by FFIs directly to the IRS in
accordance with the requirements of an FFI agreement,
supplemented by the exchange of information between
such foreign government or agency thereof and the IRS.
An FFI in a Model 2 IGA jurisdiction that has entered into
an FFI agreement is a participating FFI, but may be
referred to as a reporting Model 2 FFI.
Limited branch. A Limited Branch means a branch that,
under the laws of the jurisdiction in which it is located, is
unable to: (1) report, close, or transfer its U.S. accounts to
a USFI, to a branch of the FFI that will report the U.S.
account, to a participating FFI, to a reporting Model 1 FFI,
or to a Reporting Model 2 FFI, or (2) withhold, block, or
close an account held by a recalcitrant account holder or
nonparticipating FFI or otherwise transfer the account to a
USFI, to a branch of the FFI that will report the account to
the IRS, to a participating FFI, to a reporting Model 1 FFI,
or to a reporting Model 2 FFI. A Limited Branch also
includes a related branch under a Model 1 or 2 IGA that is
treated as a nonparticipating FFI branch because it
operates in a jurisdiction that prevents such branch from
fulfilling the requirements of a participating FFI or
deemed-compliant FFI.

DRAFT

For purposes of section 1446, a foreign partnership or
foreign grantor trust must submit Form W-8IMY to
establish the partnership or grantor trust as a look through
entity. The Form W-8IMY may be accompanied by this
form or another version of Form W-8 or Form W-9 to
establish the foreign or domestic status of a partner or
grantor or other owner. See Regulations section 1.1446-1.
Foreign person. A foreign person includes a foreign
corporation, a foreign partnership, a foreign trust, a
foreign estate, and any other person that is not a U.S.
person. It also includes a foreign branch or office of a
U.S. financial institution or U.S. clearing organization if
the foreign branch is a qualified intermediary (QI).
Generally, a payment to a U.S. branch of a foreign
person is a payment to a foreign person.
Limited Branch. The term limited branch means a
branch of an FFI that, under the laws of the branch’s
jurisdiction as of February 15, 2012, cannot satisfy the
reporting, withholding, or other requirements to be
considered a participating FFI for purposes of chapter 4.
See Regulations section 1.1471-4(e)(2)(iii).
Hybrid entity. A hybrid entity is any person (other than
an individual) that is treated as fiscally transparent

Nonparticipating FFI. A nonparticipating FFI means a
foreign financial institution that is not a participating FFI,
deemed-compliant FFI, or exempt beneficial owner.
Offshore obligation. An offshore obligation means any
account, instrument, or contract that is described in
Regulations section 1.6049-5(c)(1) and maintained by the
person requesting this form.
Participating FFI. A participating FFI is an FFI (including
an FFI covered by a Model 2 FFI agreement) that has
agreed to comply with the terms of an FFI agreement.
The term participating FFI also includes a QI branch of a

U.S. financial institution, unless such branch is a reporting
Model 1 FFI.
Participating Payee. A participating payee means any
person that accepts a payment card as payment or
accepts payment from a third party settlement
organization in settlement of a third party network
transaction.
Payee. A payee generally means the person to whom a
payment is made, regardless of whether such person is
the beneficial owner of the amount. See Regulations
section 1.1471-3(a). To determine when a flow-through
entity receiving a payment is considered a payee, see
Regulations section 1.1471-3(a)(3)(ii).
Payment Settlement Entity (PSE). A payment
settlement entity is a merchant acquiring entity or third
party settlement organization. Under section 6050W, a
PSE is generally required to report payments made in
settlement of payment card transactions or third party
network transactions. However, a PSE is not required to
report payments made to a beneficial owner that is
documented as foreign with an applicable W-8.
Qualified Intermediary. A qualified intermediary (as
described in Regulations section 1.1441-1(e)(5)(ii)) is a
person that is a party to a withholding agreement with the
IRS and is:
• A foreign financial institution or a foreign clearing
organization (other than a U.S. branch or U.S.
office of the institution or organization),
• A foreign branch or office of a U.S. financial
institution or a foreign branch or office of a U.S.
clearing organization,
• A foreign corporation for purpose of presenting
claims of benefits under an income tax treaty on
behalf of its shareholders, or
• Any other person the IRS accepts as a qualified
intermediary and who enters into a withholding
agreement with the IRS.

which the United States has an income tax treaty. See
Form W-8IMY and accompanying instructions for
information on a reverse hybrid entity making a claim
of treaty benefits on behalf of its owners.
Specified U.S. person. A specified U.S. person is any
U.S. person other than a person identified in Regulations
section 1.1473-1(c).
Substantial U.S. owner. A substantial U.S. owner (as
defined in Regulations section 1.1473-1(b)) means any
specified U.S. person that:
• Owns, directly or indirectly, more than 10
percent (by vote or value) of the stock of any
foreign corporation;
• Owns, directly or indirectly, more than 10
percent of the profits or capital interests in a
foreign partnership;
• Is treated as an owner of any portion of a
foreign trust under sections 671 through 679;
or
• Holds, directly or indirectly, more than a 10
percent beneficial interest in a trust.
U.S. Person. A U.S. person is defined in section
7701(a)(30) and includes domestic partnerships,
corporations, and trusts.

Certain foreign insurance companies that elect to
be treated as a U.S. person for federal tax purposes but
are not licensed to do business in the United States are
treated as FFIs for purposes of chapter 4. For purposes of
providing a withholding agent with documentation,
however, these companies are permitted to use Form W9 to certify as if they were a U.S. person for all purposes.
Likewise, a foreign branch of a U.S. financial institution
that is treated as an FFI is permitted to use Form W-9 to
certify as if it were a U.S. person for all purposes.

DRAFT

See Rev. Proc. 2000-12 for procedures to apply to be a
qualified intermediary. You can find Rev. Proc. 2000-12
on page 387 of Internal Revenue Bulletin (IRB) 2000-4 at
www.irs.gov/pub/irs-irbs/irb00-04.pdf. Also see Notice
2001-4 (IRB 2001-2); Rev. Proc. 2003-64, Appendix 3
(IRB 2003-32); and Rev. Proc. 2004-21 (IRB 2004-14).
Recalcitrant account holder. A recalcitrant account
holder for purposes of chapter 4 includes an entity (other
than an FFI) that fails to comply with request of the FFI
maintaining the account for documentation and
information for determining whether the account is a U.S.
account (as defined in Regulations section 1.1471-5(a)).
See Regulations section 1.1471-5(g).
Reverse hybrid entity. A reverse hybrid entity is any
person (other than an individual) that is not fiscally
transparent under U.S. tax law principles but that is
fiscally transparent under the laws of a jurisdiction with

Withholding agent. Any person, U.S. or foreign, that has
control, receipt, custody, disposal, or payment of U.S.
source FDAP income subject to chapter 3 or 4 withholding
is a withholding agent. The withholding agent may be an
individual, corporation, partnership, trust, association, or
any other entity, including (but not limited to) any foreign
intermediary, foreign partnership, and U.S. branches of
certain foreign banks and insurance companies.
Generally, the person who pays (or causes to be paid) the
amount subject to withholding to the foreign person (or to
its agent) must withhold.

For purposes of section 1446, the withholding agent is
the partnership conducting the trade or business in the
United States. For a publicly traded partnership, the
withholding agent may be the partnership, a nominee
holding an interest on behalf of a foreign person, or both.
See Regulations sections 1.1446-1 through 1.1446-6.

Specific Instructions

A hybrid entity should give Form W-8BEN-E on its
own behalf to a withholding agent only for income for
which it is claiming a reduced rate of withholding under an
income tax treaty and to establish its status for chapter 4
purposes (when required as described in line
5).Otherwise, an entity treated as a flow-through entity
should generally provide form W-8IMY. A reverse hybrid
entity should give Form W-8BEN-E on its own behalf to a
withholding agent only for income for which no treaty
benefit is being claimed or to establish its status for
chapter 4 purposes (when required). See “Special
instructions for hybrid entities and reverse hybrid entities”
below.

Part I – Identification of beneficial
owner
Line 1. Enter your name. If you are a disregarded entity
or branch, do not enter the business name of the
disregarded entity or branch here. Instead, enter the legal
name of the entity that owns the disregarded entity
(looking through multiple disregarded entities if
applicable) or maintains the branch. If you are a
disregarded entity that is a hybrid entity filing a treaty
claim, see the special instructions for hybrid entities
below.
Line 2. If you are a corporation, enter your country of
incorporation. If you are another type of entity, enter the
country under whose laws you are created, organized, or
governed.
Line 3. If you are a disregarded entity or branch receiving
a payment (other than a hybrid entity making a treaty
claim), enter your name here (if required). If you do not
have a legal name in your jurisdiction and do not utilize a
“doing business as” name, enter the name you entered on
line one along with the country and word “branch.” For
example, a branch of ABC Bank Co. doing business in
Country B would enter “ABC Bank Co, Country B Branch.”

Only entities that are tax-exempt under section
501 should check the “Tax-exempt organization”
box. Such organizations should use Form W-8BEN-E
only if they are claiming a reduced rate of withholding
under an income tax treaty or a code exception other
than section 501. Use Form W-8EXP to document your
exemption and chapter 4 status if you are claiming an
exemption from withholding under section 501.
Line 5. Check the one box that applies to your chapter 4
status (if necessary). You are required to provide a
chapter 4 status if you are the payee of a withholdable
payment or are documenting the status of your account
for chapter 4 purposes with an FFI requesting this form
(see code for nonwitholdable payments below). By
checking a box on this line, you are representing that you
qualify for this classification.

For many classifications, you are required to
complete an additional part of this form certifying that you
meet the conditions of the status indicated on line 5 (as
defined under Regulations section 1.1471-5 or 1.1471-6).
Make sure you complete the required portion of this form
before signing and providing it to the withholding agent.
Under certain circumstances, you may not need to certify
as to your chapter 4 status or will be required to do so on
an attachment to this form. In such cases, you must check
the box “Code/Other” on this line 5 and enter one of the
following codes:
A – You are submitting form W-8BEN-E solely to claim
your foreign status for purposes of chapter 61 of the Code
(including as a participating payee under section 6050W).

DRAFT

You are only required to complete line 3 if you are
completing Part II. Even if you are not completing Part II,
however, you may want to notify the withholding agent
that that you are a disregarded receiving a payment or
maintaining an account, even if you are not using this
form to make a claim of treaty benefits.

Line 4. Check the one box that applies. By checking a
box, you are representing that you qualify for the
classification indicated. You must check the box that
represents your classification (for example, corporation,
partnership, trust, estate, etc.) under U.S. tax principles
(not under the law of the treaty country). If you are a
partnership, disregarded entity, simple trust, or grantor
trust receiving a payment for which treaty benefits are
being claimed by such entity, you must check the
“Partnership,” “Disregarded entity,” “Simple trust,” or
“Grantor trust” box. For such a case, you must also check
the box to indicate that you are a a hybrid entity making a
treaty claim. See the special instructions for hybrid entities
below.

B – You are receiving payments made with respect to a
grandfathered obligation as defined in Regulations section
1.1471-2(b) (as modified by Notice 2013-43). You can find
Notice 2013-43 on page 113 of Internal Revenue Bulletin
(IRB) 2013-31 at http://www.irs.gov/irb/2013
31_IRB/ar07.html.

C – You are receiving a payment other than a
withholdable payment and are not an account holder of an
FFI requesting this form (you may enter this code is
applicable even if you are making a claim of treaty
benefits). For example, enter this code if you are receiving
distributions of effectively connected taxable income from
a partnership subject to withholding under section 1446.
D – You are not the payee of a withholdable payment for
which this form is provided (for example, you are a
disregarded entity (other than an FFI) claiming treaty
benefits using this form).
E – You are determining your chapter 4 status using
definitions in an applicable IGA rather than in Regulations
section 1.1471-5 or 1.1471-6 (other than as a
nonreporting IGA FFI). In such case you should provide a

certification with this form as to your status under the
applicable IGA section rather than completing a
certification in Parts IV through XXVI. See special
instructions for “Entity Determining Chapter 4 Status
Under an Applicable IGA” below.
F – You are providing this form to an FFI with respect to
an account that is not treated as a financial account under
Regulations section 1.1471-5(b)(2).

A jurisdiction will be treated as having an IGA in
effect if the jurisdiction is listed on a Treasury website,
regardless of whether the IGA has been brought into
force. The list of such jurisdictions is available at:
http://www.treasury.gov/resource-center/taxpolicy/treaties/Pages/FATCA-Archive.aspx.
Line 6. Your permanent residence address is the address
in the country where you claim to be a resident for
purposes of that country’s income tax. If you are giving
Form W-8BEN-E to claim a reduced rate of withholding
under an income tax treaty, you must determine your
residency in the manner required by the treaty. Do not
show the address of a financial institution, a post office
box (unless it is your registered address), or an address
used solely for mailing purposes. If you do not have a tax
residence in any country, the permanent residence
address is where you maintain your principal office.
Line 7. Enter your mailing address only if it is different
from the address you show on line 6.
Line 8. Enter your employer identification number (EIN). If
you do not have an EIN, you should apply for one on
Form SS-4, Application for Employer Identification
Number if you are required to obtain a U.S. TIN under
Regulations section 1.1441-1(e)(4)(vii). If you are a
disregarded entity claiming treaty benefits as a hybrid
entity, enter your EIN.

•
Dividends and interest from stocks and debt
obligations that are actively traded;
•
Dividends from any redeemable security issued
by an investment company registered under the
Investment Company Act of 1940 (mutual fund);
•
Dividends, interest, or royalties from units of
beneficial interest in a unit investment trust that are (or
were upon issuance) publicly offered and are registered
with the SEC under the Securities Act of 1933; and
•
Income related to loans of any of the above
securities.
Line 9a. If you are a participating FFI or a registered
deemed-compliant FFI (including an FFI in a Model 1 IGA
jurisdiction), you must enter your GIIN (with regard to your
country of residence) on line 9a.

If you are in the process of registering with the IRS
as a participating FFI or registered deemed-compliant FFI
but have not received a GIIN, you may complete this line
by writing “applied for.” However, you must provide the
withholding agent with your GIIN within 90 days of
providing this form.
Line 9b. If your country of residence for tax purposes has
issued you a tax identifying number, enter it here.
Line 10. This line may be used by the filer of Form W8BEN or by the withholding agent to whom it is provided
to include any referencing information that is useful to
the withholding agent in carrying out its obligations. For
example, withholding agents who are required to
associate the Form W-8BEN with a particular Form W8IMY may want to use line 10 for a referencing number
or code that will make the association clear. A beneficial
owner may use line 10 to include the number of the
account for which he or she is providing the form. A
foreign single owner of a disregarded entity may use line
10 to inform the withholding agent that the account to
which a payment is made or credited is in the name of
the disregarded entity (which should be identified on line
3).

DRAFT

You may apply for an EIN online. For more
information, visit http://www.irs.gov/Businesses/SmallBusinesses-&-Self-Employed/Apply-for-an-EmployerIdentification-Number-(EIN)-Online.

A partner in a partnership conducting a trade or
business in the United States will likely be allocated
effectively connected taxable income. The partner is
required to file a U.S. federal income tax return and
must have a U.S. taxpayer identification number
(TIN).
You must provide a U.S. TIN if you are not providing
your foreign TIN with this form and are:
•
Claiming an exemption from withholding under
section 871(f) for certain annuities received under
qualified plans, or
•
Claiming benefits under an income tax treaty.
However, a TIN is not required to be shown in order to
claim treaty benefits on the following items of income:

You may also use line 10 to identify income from notional
principal contracts that is not effectively connected with
the conduct of a trade or business in the United States.

Part II – Disregarded entity or branch
receiving payment

Only complete Part II if you are a branch of
an FFI identified in line 1 (including a branch that is
a disregarded entity) and you operate in a
jurisdiction other than the country of residence
identified on line 2. For example, assume ABC Co.,

which is a participating FFI resident in Country A,
operates through an branch in Country B (which is a
Model 1 IGA jurisdiction) and the branch is treated
as a reporting Model 1 FFI under the terms of the
Country B Model 1 IGA. ABC Co. should enter its
GIIN on line 9, and the Country B branch should
complete this Part II by identifying itself as a
reporting Model 1 IGA FFI and providing its GIIN on
line 13.
Line 11. Check the one box that applies. If you
check reporting Model 1 FFI, reporting Model 2 FFI,,
participating FFI, or U.S. branch claiming a chapter 4
status other than that of nonparticipating FFI, you
must complete line 13 (see below). If you are a
limited branch or branch that cannot comply with the
requirements of an applicable IGA, you must check
nonparticipating FFI.
Line 12. Enter the address of the branch or
disregarded entity.
Line 13. If you are a reporting Model 1 FFI,
participating FFI, reporting Model 2 FFI, or
participating FFI, you must enter your GIIN on line
13. Do not enter the GIIN (if any) provided on line 9
(if applicable). If you are a U.S. branch, enter the
GIIN applicable to any other branch of the FFI
(including in its residence country).

Part III – Claim of treaty benefits
Line 14a. Enter the country where the entity on line 1 is a
resident for income tax treaty purposes. For treaty
purposes, a person is a resident of a treaty country if the
person is a resident of that country under the terms of the
treaty.

If an entity is claiming treaty benefits on its own behalf, it
should complete Form W-8BEN-E. If an interest holder in
an entity that is considered fiscally transparent in the
interest holder’s jurisdiction is claiming a treaty benefit,
the interest holder should complete Form W-8BEN (if an
individual) or Form W-8BEN-E (if an entity) on its own
behalf, and the fiscally transparent entity should associate
the interest holder’s Form W-8BEN or Form W-8BEN-E
with a Form W-8IMY completed by the fiscally transparent
entity (see instructions for Reverse Hybrid Entities below).

An income tax treaty may not apply to reduce the
amount of any tax on an item of income received
by an entity that is treated as a domestic corporation for
U.S. tax purposes. Therefore, neither the domestic
corporation nor its shareholders are entitled to the
benefits of a reduction of U.S. income tax on an item of
income received from U.S. sources by the corporation.
To determine whether an entity meets the limitation on
benefits provisions of a treaty, you must consult the
specific provisions or articles under the treaties. Income
tax treaties are available on the IRS website at
www.irs.gov.

If you are an entity that derives the income as a
resident of a treaty country, you may check this box if the
applicable income tax treaty does not contain a “limitation
on benefits” provision.
Line 14c. If you are a foreign corporation claiming treaty
benefits under an income tax treaty that entered into force
before January 1, 1987 (and has not been renegotiated)
on (a) U.S. source dividends paid to you by another
foreign corporation or (b) U.S. source interest paid to you
by a U.S. trade or business of another foreign corporation,
you must generally be a “qualified resident” of a treaty
country. See section 884 for the definition of interest paid
by a U.S. trade or business of a foreign corporation
(“branch interest”) and other applicable rules.

DRAFT

Line 14b. An entity that is claiming a reduced rate of
withholding under an income tax treaty must check the
box to certify that it:
• Derives the item of income for which the treaty benefit
is claimed, and
• Meets the limitation on benefits provisions contained in
the treaty, if any. An item of income may be derived by
either the entity receiving the item of income or by the
interest holders in the entity or, in certain circumstances,
both. An item of income paid to an entity is considered to
be derived by the entity only if the entity is not fiscally
transparent under the laws of the entity’s jurisdiction with
respect to the item of income. An item of income paid to
an entity shall be considered to be derived by the interest
holder in the entity only if:
•
The interest holder is not fiscally transparent in its
jurisdiction with respect to the item of income, and
•
The entity is considered to be fiscally transparent
under the laws of the interest holder’s jurisdiction with
respect to the item of income. An item of income paid
directly to a type of entity specifically identified in a treaty
as a resident of a treaty jurisdiction is treated as derived
by a resident of that treaty jurisdiction.

In general, a foreign corporation is a qualified resident of
a country if any of the following apply.
•
It meets a 50% ownership and base erosion test.
•
It is primarily and regularly traded on an
established securities market in its country of residence or
the United States.
•
It carries on an active trade or business in its
country of residence.
•
It gets a ruling from the IRS that it is a qualified
resident. See Regulations section 1.884-5 for the
requirements that must be met to satisfy each of these
tests.
If you are claiming treaty benefits under an
income tax treaty entered into force after
December 31, 1986, do not check box 14c.
Instead, check box 14b.

Line 15

Line 15 must be used only if you are claiming treaty
benefits that require that you meet conditions not
covered by the representations you make in line 14.
This line is generally not applicable to claiming treaty
benefits under an interest or dividends (other than
dividends subject to a preferential rate based on
ownership) article of a treaty.
However, the following are examples of persons who
should complete this line.
•
Exempt organizations claiming treaty benefits
under the exempt organization articles of the treaties with
Canada, Mexico, Germany, and the Netherlands.
•
Foreign corporations that are claiming a
preferential rate applicable to dividends based on
ownership of a specific percentage of stock in the entity
paying the dividend.
•
Persons claiming treaty benefits on royalties if the
treaty contains different withholding rates for different
types of royalties.
•
Persons claiming treaty benefits under an “other
income” treaty article.

Certification of Chapter 4 Status: Parts
IV Through XXVI
You should complete only one part certifying to your
chapter 4 status (if required). Identify which part (if any)
you should complete by reference to the box you checked
on line 5. If you are determining your status by applying
definitions from an applicable IGA that make the
certifications on this form inaccurate, see the special
instructions for “Entity Determining Chapter 4 Status
Under an Applicable IGA” below.

Line 18. All nonregistering local banks must check
the box to certify that you satisfy all of the
requirements for this certified deemed-compliant
classification.

Part VI – Certified deemed-compliant
FFI with only low-value accounts
Line 19. All FFIs with only low value accounts must
check the box to certify that you satisfy all of the
requirements for this certified deemed-compliant
classification.

Part VII – Certified deemed-compliant
sponsored, closely held investment
vehicle
Line 20. Enter the name of your sponsoring entity
that has agreed to fulfill the due diligence, reporting,
and withholding obligations of the entity identified in
line 1 as if the entity in line 1 were a participating
FFI. You must also enter the GIIN of your
sponsoring entity on line 9.
Line 21. All sponsored, closely held investment
vehicles must check the box to certify that you
satisfy the requirements for this certified deemedcompliant classification.

Part VIII – Certified deemed-compliant
limited life debt investment company

DRAFT

You are not required to complete a chapter 4
status certification if you are not the payee of a
withholdable payment or an accountholder maintaining an
account with an FFI.

Part IV – Sponsored FFI that has not
obtained a GIIN
Line 16. Enter the name of your sponsoring entity
that has agreed to fulfill the due diligence, reporting,
and withholding obligations of the entity identified in
line 1 as if the entity in line 1 were a participating
FFI. You must provide the sponsoring entity’s GIIN
on line 9a.
Line 17. You must check the applicable box to
certify that you are either an investment entity or
controlled foreign corporation (within the meaning of
section 957(a)) satisfy the other relevant
requirements for this classification.

Part V – Certified deemed-compliant
nonregistering local bank

Line 22. All limited life debt investment entities must
check the box to certify that you satisfy the
requirements for this certified deemed-compliant
classification. This certification is only effective until
January 1, 2017.

Part IX – Owner-documented FFI
Line 23a. All owner-documented FFIs must check
the box to certify that you satisfy the requirements
for this classification and are providing this form to a
U.S. financial institution, participating FFI, or
reporting Model 1 FFI that agrees to act as a
designated withholding agent with respect to the
entity identified on line 1 (see Regulations section
1.1471-5(f)(3)).
Line 23b. Check the box to certify that you have
provided or will provide the documentation set forth
in the certifications, including the owner reporting
statement described in this line 23b. If you check the
box on line 23b, you should not check the box on
line 23c.
Line 23c. Check the box to certify that you have
provided or will provide the auditor’s letter (in lieu of
the information required by line 23(b)) that satisfies

the requirements reflected on this line.
Line 23d. Check the box if you do not have any
contingent beneficiaries or designated classes with
unidentified beneficiaries. While this certification is
not required, Note: Form W-8BEN-E will remain
indefinitely valid absent a change in circumstances
with respect to offshore obligations only if this
certification is provided.

Part X – Restricted distributor
Line 24a. All restricted distributors must check the
box to certify that you satisfy the requirements for
this classification.
Lines 24b and 24c. Check the appropriate box to
certify as to your status. Do not check both boxes.

Part XIII – International organization
Line 27a. Check this box to certify that you are an
international organization described in section
7701(a)(18).
If you are an entity that has been designated
as an international organization by executive order
(pursuant to 22 U.S.C. 288 through 288f) check box
27a.
Line 27b. If you are an international organization
other than an international organization described in
line 27a, then you may check the box to certify that
you satisfy the requirements for this classification.

Part XIV – Exempt retirement funds
A restricted distributor may certify only with
respect to an account it maintains in connection with
a distribution agreement with a restricted fund
described in this part X. A restricted distributor that,
in connection with such an agreement, receives a
payment subject to chapter 3 withholding or a
withholdable payment should complete Form W8IMY and not this form.

Part XI – Nonreporting IGA FFI
Line 25. Check the box to indicate that you are
treated as a nonreporting FFI under an applicable
IGA. You must identify the applicable IGA by
entering the name of the jurisdiction that has the
applicable IGA in effect with the United States. You
must also provide the withholding agent with the
class of entity described in Annex II of the IGA
applicable to your status.

Lines 28a, b, c, d, e, and f. All exempt retirement
plans must check the appropriate box to certify that
you satisfy the requirements for this classification.

Part XV – Entity wholly owned by
exempt beneficial owners
Line 29. All entities wholly owned by exempt
beneficial owners must check the box to certify that
you satisfy the requirements for this classification.
You must also provide the owner documentation
described in this line establishing that each owner of
the entity is described in Regulations section
1.1471-6(b).

DRAFT

Part XII – Foreign government,
Government of a U.S. possession, or
foreign central bank of issue.
Line 26. A foreign government, government of a
U.S. possession, or foreign central bank of issue
(each as defined in Regulations section 1.1471-6)
must check the box and certify that you satisfy the
requirements for this classification (including that
you do not engage in the commercial financial
activities described on this line except to the extent
permitted under Regulations section 1.1471-6(h)(2)).

If you are a foreign government, Government
of a U.S. possession, or foreign central bank of
issue, you should only complete this Form W-8BENE for payments you are receiving that are not
exempt from taxation. Otherwise, you should use
Form W-8EXP.

Part XVI – Territory financial
institution
Line 30. All territory financial institutions must check
the box to certify that you satisfy the requirements
for this classification.

Part XVII – Excepted nonfinancial
group entity
Line 31. All excepted nonfinancial group entities
must check the box to certify that you satisfy the
requirements for this classification.

Part XVIII – Excepted nonfinancial
start-up company
Line 32. All excepted nonfinancial start-up
companies must check the box to certify that you
satisfy the requirements for this classification. You
must also provide the date you were formed or your
board passed a resolution (or equivalent measure)
approving a new line of business (which cannot be
that of a financial institution or passive NFFE).

Part XIX – Excepted nonfinancial
entity in liquidation or bankruptcy
Line 33. All excepted nonfinancial group entities in
liquidation or bankruptcy must check the box to
certify that you satisfy the requirements for this
classification. You must also provide the date that
you filed plan of liquidation, plan or reorganization,
or bankruptcy petition.

Part XX – 501(c) organization
Line 34. All section 501(c) organizations must check
the box and provide the date that the IRS issued the
organization a determination letter or provide a copy
of an opinion from U.S. counsel certifying that the
organization qualifies as a section 501(c)
organization (without regard to whether the
organization is a foreign private foundation).

If you are a section 501(c) entity, you should
only complete this Form W-8BEN-E for payments
subject to chapter 3 withholding. Use form W-8EXP
is you are exempt from taxation on the payment you
are receiving.

Part XXI – Nonprofit organization
Line 35. All nonprofit organizations (other than
section 501(c) organizations) must check the box to
certify that you satisfy the requirements for this
classification.

excepted inter-affiliate FFI maintaining a depository
account with an unrelated FFI. You are not eligible
for this classification if you receive or make
withholdable payments to or from any person other
than a member of your expanded affiliated group.
See Regulations section 1.1472-5(e)(5)(iv).

Part XXV – Active NFE
Line 39. All active NFFEs must check the box to
certify that you satisfy the requirements for this
classification.

Part XXVI – Passive NFFE
Line 40a. All passive NFFEs must check the box to
certify that you are not a financial institution and are
not certifying your status as a publicly traded NFFE,
NFFE affiliate of a publicly traded company,
excepted territory NFFE, or active NFFE.

If you are an NFFE that may qualify as an
active NFFE (or other excepted NFFE), you may
nevertheless check line 39a and disclose your
substantial U.S. owners or certify that you have no
substantial U.S. owners (see instructions to lines
39b and 39c below).
Line 40b. Check this box to certify that you have no
substantial U.S. owners.

DRAFT

Part XXII – NFFE that is publicly
traded or NFFE affiliate of a publicly
traded corporation
Line 36a. All publicly traded NFFEs must check the
box to certify that you are not a financial institution
and provide the name of a securities exchange on
which the stock of the NFFE is publicly traded.

Line 36b. An NFFE affiliate of a publicly traded
entity must check this box, provide the name of the
publicly traded entity of which the entity identified on
line 1 is an affiliate, and identify the securities market
on which the stock of the publicly traded affiliate is
traded.

Part XXIII – Excepted territory NFFE
Line 37. All excepted territory NFFEs must check
the box to certify that you satisfy the requirements
for this classification. See Regulations section
1.1472-1(c)(1)(iii) for the definition of an excepted
territory NFFE.

Part XXIV – Excepted inter-affiliate FFI
Line 38. This classification will only apply for an

Line 40c. If you do not check the box and make the
certification on line 39b, you must check this box 39c
and complete part XXVIII to identify each of your
substantial U.S. owners.

A NFFE that is required to identify its U.S.
owners under an applicable IGA should identify such
owners to extent required

Part XXVII – Certification
Form W-8BEN-E must be signed and dated by an
authorized representative or officer of the beneficial
owner. An authorized representative or officer must
check the box to certify that you have the legal capacity
to sign for the entity identified on line 1 that is the
beneficial owner of the income. If Form W-8BEN-E is
completed by an agent acting under a duly authorized
power of attorney, the form must be accompanied by the
power of attorney in proper form or a copy thereof
specifically authorizing the agent to represent the
principal in making, executing, and presenting the form.
Form 2848, Power of Attorney and Declaration of
Representative, may be used for this purpose. The
agent, as well as the beneficial owner, may incur liability
for the penalties provided for an erroneous, false, or

fraudulent form. By signing Form W-8BEN-E, the
authorized representative, officer, or agent also agrees
to provide a new form within 30 days following a change
in circumstances (unless no future payments will be
made to the account by the withholding agent and the
requestor does not need an updated form for chapter 4
purposes).
Broker transactions or barter exchanges. Income
from transactions with a broker or a barter exchange is
subject to reporting rules and backup withholding unless
Form W-8BEN-E or a substitute form is filed to notify the
broker or barter exchange that you are an exempt
foreign person. See certification number 4.
You are an exempt foreign person for a calendar year
in which:
•
You are a foreign corporation, partnership, estate,
or trust;
•
You are neither engaged, nor plan to be engaged
during the year, in a U.S. trade or business that has
effectively connected gains from transactions with a
broker or barter exchange.

Part XXVIII – Substantial U.S. owners
of passive NFFE
If you identified yourself as a passive NFFE with one or
more substantial U.S. owners in part XXVI, you must
identify each substantial U.S. owner. Provide the name,
address, and TIN of each substantial U.S. owner in the
relevant column. You may attach this information on a
separate statement, which remains subject to the same
penalties or perjury statement and other certifications
made in Part XXVII.

Line 1. Enter your legal name (determined by
reference to your legal identity in your country of
incorporation or organization).
Line 2. Enter the country under whose laws you are
created, organized, or governed.
Line 3. Leave this line blank. For purposes of
completing this form as a hybrid entity, you are
treated as the beneficial owner and should be
identified in line 1.
Line 4. Check the box that applies among
disregarded entity, partnership, grantor trust, or
simple trust. NOTE: You must also check the box
indicating that you are a hybrid making a treaty
claim.
Line 5. If you are a limited branch of an FFI for
purposes of chapter 4, you must check the box to
identify yourself as a nonparticipating FFI.
Otherwise, you must declare your chapter 4 status if
you are:
• An FFI that is not a participating FFI or
deemed-compliant FFI
• A restricted distributor receiving a payment
of U.S. source FDAP income
• A WP or WT that is not acting as an agent or
intermediary with respect to the payment

DRAFT

Special Instructions
Hybrid Entities

chapter 3 withholding for which a treaty benefit is
not being claimed should not complete this form.
Instead, provide Form W-8IMY.

Hybrid entity making a claim of treaty benefits. If
you are a hybrid entity making a claim for treaty
benefits on your own behalf, you may do so as
permitted under an applicable tax treaty and certify
as to your chapter 4 status (if required). You should
complete this Form W-8BEN-E to claim treaty
benefits in the manner described above (see
instructions for completing Part III). In addition, each
of your owners for U.S. tax purposes will be required
to provide the appropriate form to document their
chapter 4 statuses if they are considered payees of
a withholdable payment for purposes of chapter 4.
Any line not described below should be completed in
the manner described in the specific instructions
above.

A hybrid entity receiving a payment subject to

Any other flow-through entity claiming treaty benefits
on its own behalf should leave line 5 blank and may
be required to provide owner documentation (if such
owners have not already provided documentation
establishing their chapter 4 status to the withholding
agent receiving this form). See instructions for line
10 and owner documentation below.
Line 9a. If you are an entity that is an FFI under an
applicable IGA (irrespective of the income tax treaty under
which you claim benefits) and you have been issued a
GIIN with regard to your country of residence, enter it
here. Do not enter the GIIN of your owner
Line 9b. If your country of residence for tax purposes has
issued you a tax identifying number, enter it here. Do not
enter the tax identifying number of your owner(s).

Line 10. This reference line is used to associate this
Form W-8BEN-E with the applicable withholding
certificate or other documentation for your owners (if
required). For example, you may enter “ABC Co., hybrid
entity of XYZ Corporation.” If XYZ corporation is the
payee for purposes of chapter 4 and providing
documentation separately (see “Owner Documentation”
below), then it may similarly provide referencing
information on the appropriate form. The withholding

agent may also ask you to identify the type of income to
which this form relates, particularly if you are receiving
multiple payments not all of which are entitled to treaty
benefits.
Parts II, III & XXVII
You must complete parts III and XXVII in accordance with
the specific instructions above. Complete Part II if
applicable (i.e. if a branch or disregarded entity of the
hybrid entity claiming treaty benefits is receiving the
payment outside the hybrid entities country of residence
and such branch or disregarded entity is treated as an
FFI).

If you are resident in a jurisdiction which has an
applicable IGA in effect, then the certifications you are
required to provide to the withholding agent to claim your
chapter 4 status may vary from the certifications on this
form. In that case, you should generally complete Part I
and other applicable parts in accordance with the specific
instructions except you should check the appropriate box
on line 5 describing your chapter 4 status and also check
the “Code/Other” box and enter code “E.” Do not
complete the Part (if any) required along with your chapter
4 status indicated on line 5. Instead, you must provide an
attachment certifying as to your status as required
according to the definitions and provisions of the
applicable IGA. You must still complete Part XXVII,
including signing the relevant penalties of perjury
statement

Owner Documentation
A hybrid entity that is a disregarded entity or flow-through
entity that is not the payee (see above for special
instructions for line 5 above) claiming treaty benefits on its
own behalf must submit this Form W-8BEN-E along with
withholding certificates or documentary evidence (when
permitted) establishing the chapter 4 status of the payee
of the withholdable payment (typically the entity’s
owners). This includes Form W-9 in the case of an owner
that is a U.S. person. If the hybrid entity is treated as the
payee but is a passive NFFE, it should disclose its
substantial U.S. owners as required under that
classification (see Part XXVI above).

This does not refer to a nonreporting IGA FFI
identified in Annex II of an applicable IGA. A nonreporting
IGA FFI should complete this form in accordance with the
specific instructions, including describing its status in Part
XI.
Paperwork Reduction Act Notice. We ask for the
information on this form to carry out the Internal Revenue
laws of the United States. You are required to provide the
information. We need it to ensure that you are complying
with these laws and to allow us to figure and collect the
right amount of tax.

For example, consider that A is an individual that is a
resident of Country X. A owns Entity B that is organized
under the laws of Country Y. Entity B is disregarded for
U.S. tax purposes but is not fiscally transparent in Country
Y and satisfies the requirements under the Country YU.S. income tax treaty to receive a reduced rate of
withholding on U.S. source dividends. Entity B should
complete this Form W-8BEN-E consistent with these
special instructions. Likewise, A should complete Form
W-8BEN (Individuals) and the associated forms should be
provided to the withholding agent. Note that if entity B is
an FFI, it will be required to certify as to its chapter 4
status on line 5 (see special instructions for line 5, above).

You are not required to provide the information requested
on a form that is subject to the Paperwork Reduction Act
unless the form displays a valid OMB control number.
Books or records relating to a form or its instructions must
be retained as long as their contents may become
material in the administration of any Internal Revenue law.
Generally, tax returns and return information are
confidential, as required by section 6103.

Reverse Hybrid Entities

If you have comments concerning the accuracy of these
time estimates or suggestions for making this form
simpler, we would be happy to hear from you. You can
email us at *[email protected]. Please put “Forms
Comment” on the subject line. Or you can write to
Internal Revenue Service, Tax Products Coordinating
Committee, SE:W:CAR:MP:T:T:SP, 1111 Constitution
Ave. NW, IR-6406, Washington, DC 20224. Do not send
Form W-8BEN to this office. Instead, give it to your
withholding agent.

DRAFT

A reverse hybrid entity should only file a Form W-8BEN-E
for payments for which it is not claiming treaty benefits on
behalf of its owners. A reverse hybrid entity claiming
treaty benefits on behalf of its owners should provide the
withholding agent with Form W-8IMY along with a
withholding statement and Forms W-8BEN or W-8BEN-E
(or documentary evidence to the extent permitted) on
behalf of each of its owners claiming treaty benefits. See
Form W-8IMY and accompanying instructions for more
information.

Entity Determining Chapter 4 Status Under
Definitions in an Applicable IGA

The time needed to complete and file this form will vary
depending on individual circumstances. The estimated
average time is: Recordkeeping, 5 hr., 58 min.;
Learning about the law or the form, 3 hr., 46 min.;
Preparing and sending the form to IRS, 4 hr., 2 min.