Ezel / IRS Rulings / 200912018

CCA 200912018: Both LLC members counted as general partners for choosing the tax matters partner

Number
200912018
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6231
Ruling dated
February 18, 2009
Publicly released
March 20, 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

Chief Counsel considered how the tax matters partner designation rules applied to a two-member LLC. Neither member was formally a manager. Under the governing regulation, both therefore were deemed member-managers and treated as general partners for purposes of selecting the tax matters partner.

Ruling snapshot

  • Question: How were two nonmanager LLC members treated under the tax matters partner designation rules?
  • Outcome: Advice given: both were treated as general partners.
  • Key authorities: IRC § 6231(a)(7); Treas. Reg. § 301.6231(a)(7)-2.

Full text (IRS public release)

ID: CCA_2009021815333537 Number: 200912018
Release Date: 3/20/2009
Office: --------------
UILC: 6231.07-00

From: -------------------
Sent: Wednesday, February 18, 2009 3:33:40 PM
To: -----------------------
Cc: ----------------------------------
Subject: RE: TMP question ---------

Since both LLC members are not managers, both are deemed "member-managers" under Treas. Reg.
301.6231(a)(7)-2. Thus, both are treated as "general partners" for purposes of the TMP designation
rules.

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