Ezel / IRS Rulings / 200913060

CCA 200913060: A tier LLC's state-law manager had to sign for the entity

Number
200913060
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Extension by Agreement
Topics
Procedure, penalties, and administration
Code sections
§ 6229, § 6231
Ruling dated
March 3, 2009
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 that was the tax matters partner of a TEFRA limited partnership. The LLC's manager under state law had to sign for the entity, regardless of whether the LLC had its own TEFRA proceeding. Designation as the LLC's tax matters partner under section 6231(a)(7) allowed that person to extend the members' assessment periods but did not create state-law authority to bind the LLC itself. The same rule applied to state-law partnerships, but their tax matters partners were general partners who already had state-law authority to bind the partnership.

Ruling snapshot

  • Question: Could an LLC's designated tax matters partner sign for the LLC when the LLC itself served as a tier partnership's tax matters partner?
  • Outcome: Advice given: only a state-law manager could bind the LLC unless the designated person also had that authority.
  • Key authorities: IRC §§ 6229 and 6231(a)(7).

Full text (IRS public release)

ID: CCA_2009030314064837 Number: 200913060
Release Date: 3/27/2009
Office: --------------
UILC: 6229.02-00

From: -------------------
Sent: Tuesday, March 03, 2009 2:06:50 PM
To: ----------------------
Cc: ----------------------------------
Subject: RE: TMP question

The manager under state law of the tier partner must sign for the tier partner-TMP of your TEFRA LP. It is irrelevant whether the LLC partner is itself subject to its own TEFRA procedures. The LLC's own TMP, by virtue of a designation under section 6231(a)(7), would not have any authority under state law to bind the LLC. A designation under section 6231(a)(7) gives the TMP of the LLC power to extend the statute of the members of the LLC, but does not give it any authority to sign any documents for the LLC itself as a state law entity.

The rule is the same for state law partnerships. But since the TMP of a partnership will always be a general partner, and a general partner always has power under state law to bind the partnership, the TMP of a partnership will always have authority under state law to sign documents on behalf of the partnership.

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