Ezel / IRS Rulings / 1235014
Chief Counsel Advice 1235014 Released August 31, 2012 Advice

IRS advice on winding up a dissolved partnership

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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 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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