Ezel / IRS Rulings / 200913045

CCA 200913045: A state-law manager had to sign for an LLC serving as tax matters partner

Number
200913045
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Extension by Agreement
Topics
Procedure, penalties, and administration
Code sections
§ 6229
Ruling dated
October 23, 2008
Publicly released
March 27, 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 addressed who could sign for an LLC acting as a tax matters partner. A manager authorized under state law had to sign for the LLC, whether or not the LLC was itself subject to TEFRA procedures. Designation as an entity's tax matters partner created specified authority concerning that entity's partners. It did not itself give the designated person authority to bind the entity unless the person also was a manager under state law.

Ruling snapshot

  • Question: Could a designated tax matters partner bind an LLC without also being its manager under state law?
  • Outcome: Advice given: no, a state-law manager had to sign for the LLC.
  • Key authorities: IRC § 6229 and the TEFRA tax-matters-partner rules.

Full text (IRS public release)

ID: CCA-102312-08 Number: 200913045
Release Date: 3/27/2009
Office: --------------
UILC: 6229.02-00

From: -------------------
Sent: Thu 10/23/2008 11:15 AM
To: -----------------------------------------
Cc: ---------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------
Subject: RE: Authorized person for a TMP LLC

A manager under state law would have to sign for the TMP regardless of whether the TMP is itself a
TEFRA entity. The TMP of an entity only has certain powers with respect to the partners of that entity, but
has no power to bind the TEFRA entity itself unless he is a manager under state law.

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