CCA 201312043: state law determined who could sign for an entity as TMP

Plain-English summary

Chief Counsel advised that state law determined who could sign for the entity in connection with the tax matters partner, or TMP. The identity of a TMP elsewhere in the chain was not enough because the TMP is a creature of statute and the TMP statute did not give the TMP power to bind the entity for which it served. The advice directed the recipient to review the entity's operating agreement to identify its manager under state law. That manager was not necessarily an owner.

Ruling snapshot

• Question: Who had authority to sign for the entity in connection with a TEFRA matter?
• Outcome: Advice given, authority depended on state law and the entity's operating agreement.
• Key authorities: IRC § 6229; applicable state law

Full text (IRS public release)

ID: CCA_2013020609225437 Number: 201312043
Release Date: 3/22/2013
Office: ----------
UILC: 6229.02-00

From: -------------------
Sent: Wednesday, February 06, 2013 9:23:18 AM
To: ----------------------------
Cc: -----------
Subject: RE: TEFRA signature block

See page 10 of the attached notice. You didn;'t mention what form the TMP is signing.

State law determines who can sign for ----------------------------. The identity of any TMP's in the chain is irrelevant since the TMP is a creature of statute and the TMP statute does not give the TMP power to bind the entity in which it is the TMP. Only state law provides that authority.

So you will need to look at the operating agreement of --------------------------- to see who its manager under state law is. That won't necessarily be an owner.