Ezel / IRS Rulings / 1040010
Chief Counsel Advice 1040010 Released October 8, 2010 Advice

CCA 1040010: Tax matters partner status did not give an LLC representative state-law signing authority

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This page covers one taxpayer's ruling from 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 resolved one taxpayer's situation on its specific facts, 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Chief Counsel Advice stated that Notice CC-2009-027, page 10, superseded the cited Internal Revenue Manual provision concerning who could sign for a tax matters partner. It explained that an LLC may have a tax matters partner who lacks authority under state law to execute documents for the LLC. Tax matters partner status permits certain actions for the partners of a TEFRA entity, but does not itself authorize the person to act for the entity, because that authority comes from state law.

Ruling snapshot

  • Question: Does tax matters partner status itself authorize a person to sign documents for an LLC under the TEFRA rules?
  • Outcome: Advice given
  • Key authorities: IRC §§ 6229 and 6231; Treas. Reg. § 301.6231(a)(7)-2; Notice CC-2009-027, page 10

Full text (IRS public release)

ID: CCA_2010090316225837 Number: 201040010
Release Date: 10/8/2010
Office: ----------
UILC: 6229.02-00

From: -------------------
Sent: Friday, September 03, 2010 4:23:10 PM
To: ---------------------
Cc: -----------
Subject: RE: TEFRA Question

The attached Chief Counsel Notice CC-2009-027 Page 10 supersedes IRM 4.31.2.6.4(2) . The IRM
section was originally written when there were no LLC's so that the TMP would always also be a general
partner who could sign on behalf of a state law entity in which he was the TMP. LLC's, on the other hand,
can have a TMP who has no authority under state law to execute any document on behalf of the state law
entity. See, e.g., Treas. Reg. 301.6231(a)(7)-2. Status as TMP does not give him that power. Status as
TMP only empowers the TMP to take certain actions on behalf of the partners of the TEFRA entity but not
to act on behalf of the entity itself - that power comes exclusively from state law.

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