Ezel / IRS Rulings / 201049039

CCA 201049039: A corporation's return signer must be authorized by the corporation

Number
201049039
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Signing of Corporation Returns
Topics
Procedure, penalties, and administration
Code sections
§ 6062
Ruling dated
November 3, 2010
Publicly released
December 10, 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 addresses how a corporation may establish the authority of a person signing its return. The memorandum states that there is no “TMP” for a corporation. A stockholder's statement may certify that an officer was authorized to act for the corporation, but it cannot appoint or designate the officer. That authority must come from the board of directors, as reflected in board meeting minutes. Either a certified statement or the minutes would suffice.

Ruling snapshot

  • Question: What evidence may establish a corporation officer's authority to sign a corporate return?
  • Outcome: advice given
  • Key authorities: IRC § 6062.

Full text (IRS public release)

ID: CCA_2010110309371837 Number: 201049039
Release Date: 12/10/2010
Office: ----------
UILC: 6062.00-00

From: -------------------
Sent: Wednesday, November 03, 2010 9:37:21 AM
To: -------------------
Cc:
Subject: RE: Question ---------

There is no "TMP" for a corporation. The statement from the stock holder would have to certify that a person was an officer of the corp authorized to act on its behalf. That would be O.K. But the statement could not appoint or designate an officer since only the board of directors (as reflected in the minutes of a board of director meeting) could do that. So either a certified statement or Minutes would suffice.

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