CCA 200912016: The largest-profits partner remained the tax matters partner if designations failed

Plain-English summary

Chief Counsel advised that the person authorized by a five-member committee should sign a tax matters partner designation. If neither the designation on the original return nor a later designation was valid, IRC § 6231(a)(7)(B) supplied a default rule. Under that rule, the general partner with the largest profits interest at year-end became the tax matters partner. On the stated facts, the same member would remain the tax matters partner even if the initial designations were invalid.

Ruling snapshot

• Question: Who should sign the designation, and who would be tax matters partner if the designations were invalid?
• Outcome: Advice given: the committee's authorized signer should sign, while the largest-profits general partner would be the default tax matters partner.
• Key authorities: IRC § 6231(a)(7)(B).

Full text (IRS public release)

ID: CCA_2009021813573737 Number: 200912016
Release Date: 3/20/2009
Office: --------------
UILC: 6231.07-00

From: -------------------
Sent: Wednesday, February 18, 2009 1:57:38 PM
To: -----------------------
Cc: ----------------------------------
Subject: RE: TMP question

Whoever the 5 member committee designates as having authority to sign should sign.

In the absence of a valid designation on the original return or by a subsequent designation, the TMP is
the general partner having the larges profits interest as of the end of the year. I.R.C. 6231(a)(7)(B). That
would leave the same member as TMP in any event if the initial designations are otherwise invalid.