CCA 200914033: A limitations consent had to be signed on behalf of the partnership

Plain-English summary

Chief Counsel addressed who could sign Form 872-i to extend the limitations period for a partnership's section 1446 withholding liability. A manager authorized under state law could sign for the partnership, but an LLC's tax matters partner was not necessarily such a manager. A corporate tax matters partner signing only for itself would not bind the partnership because it had not signed on the partnership's behalf. If the entity owing the withholding tax was itself a TEFRA partnership, however, that entity's tax matters partner could sign for it without separate authorization under state law.

Ruling snapshot

• Question: When would a tax matters partner's signature on Form 872-i bind a partnership for section 1446 withholding?
• Outcome: Advice given: the signature generally must be authorized and made on the partnership's behalf, subject to the stated rule for an entity that is itself a TEFRA partnership.
• Key authorities: IRC § 1446; Form 872-i.

Full text (IRS public release)

ID: CCA-310110-09 Number: 200914033
Release Date: 4/3/2009
Office: --------------
UILC: 1446.00-00

From: -------------------
Sent: Mon 11/3/2008 4:12 PM
To: --------------------
Cc: ---------------------------------------------------------------------------------------------------------------------------
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Subject: RE: Question re: SOL extension for section 1446 withholding

A Form 872-i for a partnership signed by its manager under state law is fine. Its TMP is not necessarily a manager under state law authorized to sign if the partnership is an LLC - the TMP does not always have to be such a manager for LLC's. So the validity of the TMP signature under these facts depends on its status as a manager under state law authorized to bind the partnership.

I can't tell if this is the question that you are asking, however. You seem to be asking if a Form 872-i signed by a corporate TMP for itself, will bind the partnership. It won't bind the partnership because it is not signed on behalf of the partnership.

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-------------------------------------------------------------------------If the entity that has the withholding obligation is itself a TEFRA partnership, the TMP of the that entity can sign for that entity even if it is not otherwise separately authorized under state law to do so.