Ezel / IRS Rulings / 201219019

CCA 201219019: IRS advice on a tax matters partner's authority to sign documents

Number
201219019
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6231
Ruling dated
April 16, 2012
Publicly released
May 11, 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 addresses the designation of a tax matters partner and who may sign documents for a state law entity that is a TEFRA partnership. The advice says that designating a member-manager as tax matters partner on the partnership return is valid under the regulations. It also explains that the tax matters partner of a state law entity generally cannot sign documents for that entity under the tax matters partner provisions. A current officer or manager authorized under state law must sign those documents.

Ruling snapshot

  • Question: Is a member-manager's tax matters partner designation valid, and may the tax matters partner sign documents for the entity?
  • Outcome: Advice given
  • Key authorities: IRC § 6231

Full text (IRS public release)

ID: CCA_2012041608524437 Number: 201219019
Release Date: 5/11/2012
Office: ----------
UILC: 6231.07-00

From: -------------------
Sent: Monday, April 16, 2012 8:52:59 AM
To: ------------------
Cc: -----------
Subject: RE: retroactive statement

The designation of a member-manager as TMP on the partnership return is valid under the regulations. Thus the designation of ----------should be valid. It is unclear to me if you think there is any doubt as to this designation.

It is irrelevant who the TMP is of ----------. Any documents that ---------- signs would have to be signed by its current manager under state law rather than by its own TMP.

The TMP of a state law entity has no power, as TMP, to sign any document for the state law entity. So a current officer of --------- must sign. Retroactively is not an issue since it does not matter who used to be an officer of the 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 the TMP statutory provisions to sign any document for the TEFRA entity itself.

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