Ezel / IRS Rulings / 201421021

Current corporate officer may authorize representation for prior S years

Number
201421021
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Miscellaneous Issues
Topics
Other topics
Code sections
§ 1361
Ruling dated
May 2, 2014
Publicly released
May 23, 2014
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 2014, 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 2014
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 advised that a corporation, rather than its shareholders, remains the taxpayer in an audit even for years when an S election was in effect. A Form 2848 for the corporation must therefore be signed by a corporate officer who currently has authority under state law to bind it. Former shareholders and former officers lack that authority and cannot sign for the corporation. A Form 2848 signed by the corporation's current vice president for taxes was sufficient for all prior tax years, even if that officer had no role during the earlier S corporation years.

Ruling snapshot

  • Question: Who may sign Form 2848 for a former S corporation under audit for earlier tax years?
  • Outcome: Advice given. A current officer authorized under state law may sign for all corporate years; former shareholders and former officers may not.
  • Key authorities: 26 C.F.R. § 601.503(c)(3)

Full text (IRS public release)

ID: CCA_2014050216583146
UILC: 9999.00-00

Number: 201421021
Release Date: 5/23/2014
From:
Sent: Friday, May 02, 2014 4:58:31 PM
To:
Cc:
Bcc:
Subject: RE: Request for Review of Advice Memo: Designation of representative for former S Corporation -- -----------------------

Hi -----

We have reviewed the attached memorandum and disagree with the conclusion. When a corporation is audited, the Form 2848 must be signed by an officer of the corporation who has the authority under state law to legally bind the corporation. See 26 CFR § 601.503(c)(3). Even for periods during which an S election is in effect, when the corporation is audited, the corporation is the taxpayer. Neither the former shareholders nor the former officers of the corporation have the authority to bind the corporation. The former shareholders cannot, therefore, sign the Form 2848 on behalf of the corporation. The Form 2848 that was signed by the corporation's vice president, taxes, is sufficient for all of the corporation's prior tax years, regardless of whether he had a role in the corporation during the prior years in which it was an S corporation, as long as he now has authority under state law to bind the corporation.

If you have any questions or concerns, please don't hesitate to contact me.

Thanks,

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