Ezel / IRS Rulings / 201109026

CCA 201109026: A lower-tier LLC member cannot sign for the tax matters partner under state law

Number
201109026
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6231
Ruling dated
February 8, 2011
Publicly released
March 4, 2011
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 2011, 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 2011
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 addressed whether a member of a lower-tier LLC, who was not a member manager, could bind the entity for purposes of extending a statute of limitations. The question referred to the tax matters partner rules under IRC § 6231 and to Treas. Reg. § 301.6231(a)(7)-2(b)(3). The advice concluded that a manager under state law must sign for the tax matters partner.

Ruling snapshot

  • Question: Can a lower-tier LLC member who is not a member manager sign for the tax matters partner?
  • Outcome: Advice given.
  • Key authorities: IRC § 6231; Treas. Reg. § 301.6231(a)(7)-2(b)(3).

Full text (IRS public release)

ID: CCA_2011020813295037 Number: 201109026
Release Date: 3/4/2011
Office: ----------
UILC: 6231.07-00

From: -------------------
Sent: Tuesday, February 08, 2011 1:30:02 PM
To: ---------------------
Cc: -------------------------------------------------------------------
Subject: RE: TEFRA - SOL signature block language question

  1. Whether a member (not a member manager) of an LLC in a lower tier can bind the
    entity for purposes of the statute extensions. I understand that sec. 6231 relates to
    TMP designation, but can we use the reasoning in Treas. Reg. § 301.6231(a)(7)-2(b)(3)
    to treat each member as a member manager in a lower tier when there is no managing
    member?

  2. No. A manager under state law must sign for the TMP

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