Ezel / IRS Rulings / 201216035

CCA 201216035: Tax matters partner may bind certain other partners

Number
201216035
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner May Bind Certain Other Partners
Topics
Procedure, penalties, and administration
Code sections
§ 6224, § 6223
Ruling dated
March 27, 2012
Publicly released
April 20, 2012
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 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 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 explains when a tax matters partner (TMP) may bind partners who were not entitled to notice. A TMP may do so under IRC § 6224(c)(3) if the TMP specifically states that the TMP is binding those partners. For this purpose, a non-notice partner is a partner with less than a one percent interest in a partnership with more than 100 partners. If a pass-through partner has a one percent or greater interest and therefore cannot be bound, the TMP also cannot bind indirect partners whose interests are held through that pass-through partner.

Ruling snapshot

  • Question: When may a tax matters partner bind non-notice and indirect partners?
  • Outcome: Advice
  • Key authorities: IRC §§ 6224(c)(3), 6223(b); Treas. Reg. § 301.6224(c)-1(b).

Full text (IRS public release)

ID: CCA_2012032710202237 Number: 201216035
Release Date: 4/20/2012
Office: ----------
UILC: 6224.01-05

From: -------------------
Sent: Tuesday, March 27, 2012 10:20:31 AM
To: ------------------------
Cc: -----------
Subject: RE: None

Section 6224(c)(3) authorizes a TMP to bind non-notice partners if he specifically states that he is doing so. Solely for these purposes a "non-notice partner" is a partner with less than a one percent interest in a partnership with more than 100 partners. I.R.C. 6223(b).

If a TMP cannot bind a pass-thru partner, because the pass-thru partner hold a one percent or greater interest, then the TMP cannot bind the indirect partners who hold an interest thought the pass-thru partner. Treas. Reg. 301.6224(c)-1(b).

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