Ezel / IRS Rulings / 1147027
Chief Counsel Advice 1147027 Released November 25, 2011 Advice

CCA 1147027: A tax matters partner cannot bind the entity solely by holding that role

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This page covers one taxpayer's ruling from 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 resolved one taxpayer's situation on its specific facts, 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 whether a tax matters partner can bind the entity for which the partner serves as the tax matters partner. The advice says the role itself does not give the partner authority to bind a state-law entity. State law determines who may sign for the entity, such as a general partner, manager, or officer. The tax matters partner has specified powers concerning other partners, but not authority in that capacity to bind the entity.

Ruling snapshot

  • Question: Does a tax matters partner have authority, solely in that role, to bind the state-law entity?
  • Outcome: Advice given, the tax matters partner has no such authority solely by virtue of the role.
  • Key authorities: IRC § 6224; Chief Counsel Notice CC-2009-027.

Full text (IRS public release)

ID: CCA_2011111608261937 Number: 201147027
Release Date: 11/25/2011
Office: ----------
UILC: 6224.01-01

From: -------------------
Sent: Wednesday, November 16, 2011 8:26:31 AM
To: --------------------------
Cc: ------------------------------------
Subject: RE: TEFRA LLC question

A TMP has no authority as such to bind the entity for which he is the TMP. This is addressed in the
notice on frequently asked TEFRA questions. In short, state law dictates who can sign for a state law
entity: a general partner, manager or officer. An entity's TMP only has certain powers vis a vis other
partners, but no authority as TMP to bind the state law entity in which he is the TMP.

Attachment: Chief Counsel Notice CC- 2009-027

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