Ezel / IRS Rulings / 1204013
Chief Counsel Advice 1204013 Released January 27, 2012 Advice

CCA 1204013: IRS explains when a limited partner may be designated as TMP

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This page covers one taxpayer's ruling from 2012, 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 2012
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 advised that a limited partner may be designated as the tax matters partner when the general partner or member-manager cannot be found and applying the largest-profits-interest rule is impractical. The advice points to the criteria in Treas. Reg. § 301.6231(a)(7)-1(q), including whether the selected partner is currently a partner.

Ruling snapshot

  • Question: Whether a limited partner may be designated as tax matters partner when the general partner cannot be found.
  • Outcome: advice given
  • Key authorities: Treas. Reg. § 301.6231(a)(7)-1(o)(3)(iv), (q); IRC § 6110(k)(3).

Full text (IRS public release)

ID: CCA_2012010614493237 Number: 201204013
Release Date: 1/27/2012
Office: ----------
UILC: 6231.07-00

From: -------------------
Sent: Friday, January 06, 2012 2:49:40 PM
To: ------------------
Cc: -----------
Subject: RE: advise on tmp designation

See Treas. Reg. 301.6231(a)(7)-1(o)(3)(iv)(impractical to apply the largest profits interest when the general partner (member-manager) cannot be found). Thus, you can designate a limited partner as TMP under this circumstance. The criteria to be used are under subsection (q) including whether the selected partner is currently a partner.

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