Ezel / IRS Rulings / 201120025

CCA 201120025: limited partner may be designated as tax matters partner

Number
201120025
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6231, § 6110
Ruling dated
April 19, 2011
Publicly released
May 20, 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 addresses who may serve as a partnership's tax matters partner when no general partner has been designated. It states that the Service may designate a limited partner if applying the largest profits interest rule is impracticable because all general partners are disqualified. The advice identifies residence outside the United States as a disqualifying circumstance under the cited regulation, so a limited partner may be designated when all general partners reside outside the United States.

Ruling snapshot

  • Question: May a limited partner be designated as the tax matters partner when no general partner has been designated and all general partners reside outside the United States?
  • Outcome: Advice given.
  • Key authorities: IRC § 6231(a)(7)(B); Treas. Reg. § 301.6231(a)(7)-1(n) and (o)(3), (o)(3)(iii).

Full text (IRS public release)

ID: CCA_2011041916021537 Number: 201120025
Release Date: 5/20/2011
Office: ----------
UILC: 6231.07-00

From: -------------------
Sent: Tuesday, April 19, 2011 4:02:25 PM
To: --------------------
Cc: -----------
Subject: RE: TEFRA TMP QUESTION

If the partnership has not designated a general partner as TMP and it is impracticable to apply the largest profits interest rule under section 6231(a)(7)(B) to make the largest profits interest general partner the TMP by operation of law, then the Service may designate a limited partner as TMP in accordance with Treas. Reg. 301.6231(a)(7)-1(n). Under Treas. Reg. 301.6231(a)(7)-1(o)(3) it is impracticable to apply the largest profits interest rule if all of the general partners are disqualified. Under -1(o)(3)(iii) a general partner residing outside the United States is disqualified. Since no general partner has been designated, and all general partners reside outside the U.S., you may designate a limited partner as TMP.

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