Ezel / IRS Rulings / 201004032

Technical termination and the partnership representative

Number
201004032
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Termination
Topics
Partnerships
Code sections
§ 708
Ruling dated
December 29, 2009
Publicly released
January 29, 2010
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 2010, 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 2010
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 considers whether a partner in a new partnership could serve as the tax matters partner for the old partnership after a technical termination. It states that § 708 appears to terminate the old partnership, which would make the new partnership's partner ineligible to serve in that role for the old partnership. It also notes uncertainty because § 708 describes the termination as applying for purposes of its subchapter, leaving an argument that the termination might not apply for the TEFRA subchapter and that state-law continuation could control.

Ruling snapshot

  • Question: Does a technical termination prevent a partner in the new partnership from serving as the tax matters partner of the old partnership?
  • Outcome: Advice given.
  • Key authorities: IRC § 708.

Full text (IRS public release)

ID: CCA_2009122909471137 Number: 201004032
Release Date: 1/29/2010
Office: ----------
UILC: 708.01-00

From: -------------------
Sent: Tuesday, December 29, 2009 9:47:11 AM
To: -----------
Cc: -----------
Subject: RE: TMP FOR YEAR OF TECHNICAL TERMINATION

I agree that section 708 seems to terminate the old partnership so that a partner in the new partnership would not be eligible to be TMP in the old partnership. There is a hazard to this interpretation since section 708 only treats the partnership as terminated "for purposes of this subchapter". So arguably the termination would not apply for purposes of the TEFRA subchapter and continuation under state law would control.

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