Ezel / IRS Rulings / 201147027

CCA 201147027: A tax matters partner cannot bind the entity solely by holding that role

Number
201147027
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Settlement Agreement
Topics
Procedure, penalties, and administration
Code sections
§ 6224
Ruling dated
November 16, 2011
Publicly released
November 25, 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 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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