Ezel / IRS Rulings / 201044012

CCA 201044012: A member-manager can be designated as a tax matters partner

Number
201044012
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6231
Ruling dated
October 18, 2010
Publicly released
November 5, 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

Chief Counsel Advice states that a member-manager can be designated as the tax matters partner. The advice relies on Treas. Reg. § 301.6231(a)(7)-2, which defines a member-manager as a member with continuing exclusive authority to make the management decisions needed to conduct the business. The operating agreement described in the advice gave the designated tax matters member authority over the company's tax matters, which appeared sufficient for the designation.

Ruling snapshot

  • Question: Could a member-manager be designated as the tax matters partner?
  • Outcome: Advice given
  • Key authorities: IRC § 6231; Treas. Reg. § 301.6231(a)(7)-2

Full text (IRS public release)

ID: CCA_2010101813502937 Number: 201044012
Release Date: 11/5/2010
Office: CC:PA
UILC: 6231.07-00

From: Heard William A
Sent: Monday, October 18, 2010 1:50:32 PM
To: Collins Deborah J
Cc: Ransick Mark N; &&TEFRA
Subject: RE: statute extension

A member-manager can be designated as TMP. Treas. Reg. 301.6231(a)(7)-2 defines a member- manager as a member who, alone or together with others, is vested with the continuing exclusive authority to make management decisions necessary to conduct the business. The operating agreement vests in the designated tax matters member the authority to "oversee or handle all matters relating to taxation of the company." This appears to make the member a "member-manager" eligible to be designated as TMP on the partnership return.

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