Ezel / IRS Rulings / 201121018

CCA 201121018: general partner with the largest profits interest becomes TMP by default

Number
201121018
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6231
Ruling dated
April 27, 2011
Publicly released
May 27, 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 addressed which person could serve as the tax matters partner for two partnerships. The advice stated that Partnership Y was the tax matters partner because, without a valid designation, the general partner with the largest profits interest becomes the tax matters partner by operation of law. The managing partner of Partnership Y could not serve as the tax matters partner of Partnership X because he was not a general partner of Partnership X, but he could sign documents for Partnership Y.

Ruling snapshot

  • Question: Who is the tax matters partner when no valid designation exists?
  • Outcome: Advice given.
  • Key authorities: IRC § 6231(a)(7)(B).

Full text (IRS public release)

ID: CCA_2011042715054937 Number: 201121018
Release Date: 5/27/2011
Office: ----------
UILC: 6231.07-00

From: -------------------
Sent: Wednesday, April 27, 2011 3:06:00 PM
To: ------------------
Cc: -----------
Subject: RE: TEFRA - TMP Question

Partnership Y is the TMP because in the absence of a valid TMP designation, the general partner with the largest profits interest automatically becomes TMP by operation of law. I.R.C. 6231(a)(7)(B). The managing partner of Y cannot be the TMP of partnership X because he is not a general partner of X. But he can sign documents on behalf of Y, the actual TMP.

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