Ezel / IRS Rulings / 200940024

CCA 200940024: A limited partner cannot be the tax matters partner

Number
200940024
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6223, § 6231
Ruling dated
August 14, 2009
Publicly released
October 2, 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

This Chief Counsel Advice concludes that a limited partner and its indirect partner manager were not eligible to be designated as the tax matters partner under section 6231(a)(7). It says the Service could use Schedule K-1 information to identify the general partner with the largest profits interest for the relevant year, making that partner the default tax matters partner. The advice also states that the Service did not need a tax matters partner to issue a notice of final partnership administrative adjustment because a generic TMP notice was sufficient.

Ruling snapshot

  • Question: Was a valid tax matters partner designation made, and is a tax matters partner required to issue an FPAA?
  • Outcome: Advice given.
  • Key authorities: IRC §§ 6223(a), 6231(a)(7); Treas. Reg. §§ 301.6223(a)-1, 301.6231(a)(7)-1(b), (m)(2).

Full text (IRS public release)

ID: CCA_2009081414115537 Number: 200940024
Release Date: 10/2/2009
Office: --------------
UILC: 6231.07-00

From: -------------------
Sent: Friday, August 14, 2009 2:11:58 PM
To: ---------------------
Cc: -----------
Subject: RE: tax matters partner determination question

I agree that there was no valid designation of TMP since a limited partner (and its indirect partner
manager) are not eligible under section 6231(a)(7). Treas. Reg. 301.6231(a)(7)-1(b). Under Treas. Reg.
301.6231(a)(7)-1(m)(2) we can rely on the Schedules K-1 to determine the general partner with the
largest profits interest for the year in issue, and, thus, the default TMP under section 6231(a)(7)(B).

We don't need a TMP to issue an FPAA since a generic TMP FPAA is sufficient under Treas.
Reg.301.6223(a)-1.

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