Ezel / IRS Rulings / 1312043
Chief Counsel Advice 1312043 Released March 22, 2013 Advice

CCA 1312043: state law determined who could sign for an entity as TMP

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This page covers one taxpayer's ruling from 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 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 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.

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