Ezel / IRS Rulings / 201117032

CCA 201117032: A dissolved LLC's authority to sign a statute extension depends on state law

Number
201117032
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Limitations on Assessment and Collection (Barred v. Not Barred)
Topics
Procedure, penalties, and administration
Code sections
§ 6501
Ruling dated
March 31, 2011
Publicly released
April 29, 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 who should sign a statute extension for an LLC acting as a withholding agent. The advice stated that the extension would be in the LLC's name and typically signed by a manager authorized under state law and identified in the operating agreement. If the LLC had dissolved, the IRS should issue its notice before the statute expired unless a manager could still act during winding up. The advice also noted that the two-year rule discussed applied to C corporations, not LLCs, and that no limitations period applied if no Form 1042 was filed.

Ruling snapshot

  • Question: Who could sign a statute extension for an LLC withholding agent, including after the LLC dissolved?
  • Outcome: Advice given.
  • Key authorities: IRC § 6501; applicable state law; Form 1042.

Full text (IRS public release)

ID: CCA_2011033111570837 Number: 201117032
Release Date: 4/29/2011
Office: ----------
UILC: 6501.00-00

From: -------------------
Sent: Thursday, March 31, 2011 11:57:14 AM
To: ----------------------
Cc: --------------------------------------------------------------------------- Subject: RE: statute extension question

The statute extension would be in the name of the withholding agent (the LLC). It would be signed by a person authorized under state law to sign documents on behalf of the state law LLC. This typically would be a manager identified in the operating agreement. If no manager exists because it was an entity that dissolved then we should issue the notice before the statute expires - unless the manager remains in existence for winding up purposes under state law and can continue to sign documents as the manager under state law. State law likely determines who can act for the company for assets that are set aside for contingent liabilities. I have no expertise on Delaware state law on these issues. The two year rule I referenced was for C corporations, not LLC's.

There is no statute of limitations if no Form 1042 was filed.

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