Ezel / IRS Rulings / 201235014

IRS advice on winding up a dissolved partnership

Number
201235014
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Settlement Agreement
Topics
Procedure, penalties, and administration
Code sections
§ 6224
Ruling dated
June 1, 2012
Publicly released
August 31, 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 whether a general partner may continue acting during the winding-up period of a dissolved partnership. It states that state law determines the length of that period. The advice also states that no agreement was needed for the partnership partner because the partnership received none of the allocations.

Ruling snapshot

  • Question: Whether a general partner may act during a dissolved partnership's winding-up period and whether an agreement was needed.
  • Outcome: Advice given.
  • Key authorities: IRC § 6224; applicable state partnership law.

Full text (IRS public release)

ID: CCA_2012060111520737 Number: 201235014
Release Date: 8/31/2012
Office: ----------
UILC: 6224.01-01

From: -------------------
Sent: Friday, June 01, 2012 11:52:20 AM
To: -----------------
Cc:
Subject: RE: TEFRA question

State law can provide for a "winding up" period during which the general partner can still act for a dissolved partnership. The time period for doing so would depend on the state in which the partnership was formed.

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But we really don't need any agreement at all for the partnership partner since the partnership took none of the allocations. -------------------------------------------------------------------------------------------------------------------
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