Ezel / IRS Rulings / 201515030
Chief Counsel Advice 201515030 Released April 10, 2015 Advice

Entity member, not its manager, may be the tax matters partner

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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 member-manager definition for a TEFRA partnership reaches only owners under state law, not owners or managers of an entity member. A direct entity member may be designated as the tax matters partner if it is also a manager under state law. The individual officer or manager who signs for that entity does not personally become the tax matters partner or member-manager. A designation remains valid when it clearly names the entity as tax matters partner and identifies the individual only as authorized to act for it.

Ruling snapshot

  • Question: Can the manager of an entity member be designated personally as the TEFRA partnership's tax matters partner?
  • Outcome: Advice given: no, but the entity member itself may qualify and act through its authorized manager.
  • Key authorities: IRC § 6231; Treas. Reg. § 301.6231(a)(7)-2.

Full text (IRS public release)

ID: CCA_2015040112064001 [Third Party Communication:

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

Number: 201515030
Release Date: 4/10/2015
From:
Sent: Wednesday, April 01, 2015 12:06:40 PM
To:
Cc:
Bcc:
Subject: RE: Another quick inquiry...

The following statement is incorrect: “The general partner of FLP1 has been the
member-manager of the taxpayer-partnership trough his interest in FLP1.”

The definition of member-manager under Treas. Reg. 301.6231(a)(7)-2
encompasses only the owners under state law and not the owners of the
member. So only FLP1 is the “member”. So FLP1, if it is also a manager
under state law, can be designated as the TMP as a “member-manager” of
the TEFRA partnership. As a practical matter, only a state law
officer/manager can sign documents for FLP1, but this does not make that
manager the TMP or the “member-manager” of the TEFRA partnership
who can be designated as TMP.

If the designation clearly designates FLP1 as the TMP, then it is the
TMP. If its manager is set forth only as a person authorized to act for the
TMP under state law, then this should not invalidate the designation of
FLP1 as the TMP.

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