Authorized corporate officer must sign power of attorney

Plain-English summary

Chief Counsel agreed that a power of attorney must be executed by someone with authority to legally bind the taxpayer. For a corporation, an authorized officer must sign and certify that authority, consistent with the regulation and the Form 2848 instructions. An indemnity agreement between sellers and current owners did not alter the signing requirement.

Ruling snapshot

• Question: Can an indemnity agreement change who must sign a corporation's IRS power of attorney?
• Outcome: Advice given, an authorized corporate officer must sign
• Key authorities: Treas. Reg. § 601.503(c)(3); Form 2848 instructions

Full text (IRS public release)

ID: CCA_2014092912380211
UILC: 7452.00-00

Number: 201509031
Release Date: 2/27/2015
From:
Sent: Monday, September 29, 2014 12:38:02 PM
To:
Cc:
Bcc:
Subject: 2848 issue

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We concur with your conclusion. A power of attorney must be executed by the party
who has the authority to legally bind the taxpayer. In the case of a corporation, the
power of attorney must be “executed by an officer of the corporation having authority to
legally bind the corporation, who must certify that he/she has such authority.” Treas.
Reg. Sec. 601.503(c)(3). This is reflected in the instructions to Form 2848, Power of
Attorney and Declaration of Representative (Rev. July 2014), Line 7, “Corporations or
associations. An officer with the authority to bind the corporation or association must
sign and enter his or her exact title.” The indemnity agreement between the sellers and
the current owners does not alter this requirement.

If you have any questions or concerns, please do not hesitate to contact me by email or
at my office at --------------------

Thank you,