Ezel / IRS Rulings / 201304008

Chief Counsel updates guidance on who may sign for a TEFRA partnership

Number
201304008
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6231, § 6110
Ruling dated
December 18, 2012
Publicly released
January 25, 2013
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 2013, 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 2013
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Chief Counsel advice states that an older Internal Revenue Manual provision was outdated about who may sign documents for a TEFRA partnership. The advice explains that, before limited liability companies existed, a tax matters partner was always a general partner authorized under state law to bind the entity. An LLC may instead have a non-manager tax matters partner, and the tax matters partner's statutory powers do not themselves authorize signing documents for the partnership. A statutory extension signed by the tax matters partner is signed on behalf of the partners, not the partnership. If the tax matters partner is itself a flow-through entity, state law determines who may sign for that entity.

Ruling snapshot

  • Question: Who may sign documents for a TEFRA partnership when the tax matters partner is a non-manager LLC or a flow-through entity?
  • Outcome: Advice given, the memorandum provided updated procedural guidance.
  • Key authorities: IRC § 6231

Full text (IRS public release)

ID: CCA_2012121808223337 Number: 201304008
Release Date: 1/25/2013
Office: ---------
UILC: 6231.07-00

From: --------------------
Sent: Tuesday, December 18, 2012 8:22:56 AM
To: -------------------
Cc: -------------------------------
Subject: RE: Tefra question

The old IRM provision is out of date. We have corrected it in training materials, other places in the IRM and in a Chief Counsel Notice, page 10.

Before LLC's came into existence, the IRM was correct since a TMP was always a general partner authorized to bind the TEFRA entity under state law. But an LLC can have a non-manager TMP. The TMP is a creature of statute and none of its statutory powers give it any authority to sign any document on behalf of the TEFRA entity itself. A statute extension that a TMP signs is on behalf of the partners, not the partnership. If the TMP is itself a flow-through entity, we must look to state law to determine who can sign documents for the TMP since its own TMP, as such, will not have this power under the Code.

Attachment: CC Notice 2009-27

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