Ezel / IRS Rulings / 1219016
Chief Counsel Advice 1219016 Released May 11, 2012 Advice

CCA 1219016: IRS advice on who signs for an LLC serving as a tax matters partner

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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 Advice addresses signatures when an LLC serves as the tax matters partner of a TEFRA limited partnership. The advice says that an LLC manager under state law signs for the LLC. The tax matters partner of the LLC, or of an entity higher in a tiered structure, is irrelevant to that signature. A tax matters partner's statutory powers generally do not include signing documents for the state law entity itself.

Ruling snapshot

  • Question: Who must sign when an LLC is the tax matters partner of a TEFRA limited partnership?
  • Outcome: Advice given
  • Key authorities: IRC § 6229; Chief Counsel Notice CC-2009-027

Full text (IRS public release)

ID: CCA_2012040510455937 Number: 201219016
Release Date: 5/11/2012
Office: ----------
UILC: 6229.00-00

From: -------------------
Sent: Thursday, April 05, 2012 10:46:02 AM
To: ----------------
Cc: -----------
Subject: RE: TMP issue

If your TEFRA partnership is LP, and LLC is its TMP, then a manager of the LLC under state law would
sign for the LLC. The TMP of the LLC or subsequent tiers is irrelevant.

This is covered by page 10, (E)(2) of the attached Notice on Frequently Asked TEFRA questions.

The TMP of a state law entity has no power, as TMP, to sign any document for the state law entity. So if
a state law entity is the TMP of a TEFRA partnership, a state law authorized official must sign for the TMP
(not its own TMP).

The TMP is a creature of statute whose powers are defined by statute. While a TMP has certain powers
vis a vis the partners of the TEFRA partnership (such as extending their period for assessment) he
generally has no power under statute to sign any document for the TEFRA entity itself.

Attachment: Chief Counsel Notice CC-2009-027

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