Ezel / IRS Rulings / 201503014
Chief Counsel Advice 201503014 Released January 16, 2015 Advice

Confirm eligible member-manager before identifying tax matters partner

Apply this to your situation

This page covers one taxpayer's ruling from 2015, which can't be cited as precedent. Ezel answers your situation under the current Code and IRS guidance, with citations.

Currency note: this determination was released in 2015
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 the LLC's tax matters partner is the member-manager designated under the applicable regulations. The available facts did not establish which of two members met that definition, although one LLC appeared to be acting as manager. The examiner therefore needed to confirm eligibility before proceeding. A foreign member could be designated if no U.S. member qualified as an eligible member-manager.

Ruling snapshot

  • Question: Which LLC member qualified to serve as the tax matters partner?
  • Outcome: Advice given to confirm member-manager eligibility before proceeding
  • Key authorities: Treas. Reg. §§ 301.6231(a)(7)-1(b)(2) and 301.6231(a)(7)-2

Full text (IRS public release)

ID: CCA_2015010616301701 [Third Party Communication:

UILC: 6231.07-00 Date of Communication: Month DD, YYYY]

Number: 201503014
Release Date: 1/16/2015
From:
Sent: Tuesday, January 06, 2015 4:30:17 PM
To:
Cc:
Bcc:
Subject: RE: Form 2848-Qualified POA

The TMP is the member manager under Treas. Reg. 301.6231(a)(7)-2 who has been
designated as TMP. The facts below do not indicate which of the two members meet
this criteria, although it appears LLC2 is taking actions consistent with its being the
manager. You will need to confirm this before doing anything else. If the foreign
member is the only eligible TMP, then it is probably is the TMP. A foreign GP cannot be
designated TMP if any U.S. member is eligible, but if the U.S. member does not meet
the definition of an eligible member-manager under the -2 regulation, then the foreign
member can be designated under -1(b)(2).

Get today's answer for your situation

You just read what the IRS ruled for one taxpayer in 2015, and it can't be cited as precedent. Ezel checks the current Internal Revenue Code and IRS guidance and answers your specific situation, with citations.

Opens in Ezel Pro. Every answer cites the authority it relies on.