Ezel / IRS Rulings / 200911011

CCA 200911011: A dissolved LLC's chief operating officer could sign its Form 2848

Number
200911011
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Powers
Topics
Other topics
Code sections
§ 7701, § 8021
Ruling dated
January 21, 2009
Publicly released
March 13, 2009
Source
View Official PDF

Apply this to your situation

This page covers legal advice the IRS Office of Chief Counsel wrote for IRS staff, issued in 2009, which can't be cited as precedent. Ask about your situation and see what the current Code and IRS guidance say, with citations.

Currency note: this determination was released in 2009
Statutory amendments, regulation changes, court decisions, or later IRS guidance may have changed the analysis since then. Treat this page as historical context, not current tax advice. Verify current law before relying on any specific rule, threshold, or position mentioned here.
Not precedent. Under 26 U.S.C. § 6110(k)(3), this written determination may not be used or cited as precedent. It is advice from the IRS Office of Chief Counsel to IRS personnel on the facts they presented, and identifying details were redacted by the IRS before release. The official IRS release (linked on this page as a PDF) is the authoritative source.
About this page: The plain-English summary and ruling snapshot below were written by Ezel based on the official IRS release. The full text is the IRS's own document.
View official IRS release (PDF)

Plain-English summary

A Delaware LLC had elected to be treated as a corporation for federal tax purposes. Its Form 2848 therefore had to be signed by an officer authorized to bind the corporation, with the officer certifying that authority. Chief Counsel advised that the LLC's chief operating officer appeared to have sufficient authority and retained it for the pre-dissolution tax years at issue even though the entity had dissolved. Requiring every member and manager to sign was unnecessary.

Ruling snapshot

  • Question: Could the chief operating officer of the dissolved LLC execute Form 2848 for the entity?
  • Outcome: Advice given: yes, for the pre-dissolution tax years, without signatures from every member and manager.
  • Key authorities: Treas. Reg. §§ 301.7701-1(a)(1), 301.7701-3, and 601.503(c)(3).

Full text (IRS public release)

ID: CCA-121170-09 Number: 200911011
Office: --------------
Release Date: 3/13/2009

UILC: 8021.00-00

From: -------------------
Sent: Wednesday, January 21, 2009 5:06 PM
To: ---------------------
Cc: ----------------------------
Subject: Informal request for advice ---------

This responds to your informal request for advice re whether a manager (Chief Operating Officer) of a Delaware LLC, which elected to be treated as a corporation, has sufficient authority to execute a Form 2848 on behalf of the entity. This communication has no precedential value.

Reg 301.7701-1(a)(1) provides that "whether an organization is an entity separate from its owners for federal tax purposes is a matter of federal tax law and does not depend on whether the organization is recognized as an entity under local law." Reg 301.7701-3 allows for a business entity not classified as a corporation to elect its classification for federal tax purposes. Here, your LLC has elected to be treated as a corporation. Therefore, 601.503(c)(3) applies, and the power of attorney must be executed by an officer having authority to legally bind the corporation, who must certify that he has such authority. A COO appears to have sufficient authority to legally bind the entity. Even though the entity is now dissolved, the COO has authority with respect to the pre-dissolution tax years at issue. It is therefore unnecessary to require that all members and managers execute Forms 2848.

Please let me know if this satisfies your request and if you require any additional assistance.

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