Ezel / IRS Rulings / 201620010

An LLC tax matters partner acts through a person authorized under state law

Number
201620010
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6231
Ruling dated
February 11, 2016
Publicly released
May 13, 2016
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 2016, 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 2016
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 when an LLC is the tax matters partner, a person legally authorized to act for the LLC may sign a statute-of-limitations extension on its behalf. Whether someone is a general partner or member manager with authority to act as tax matters partner depends on state law. Federal tax treatment of an entity as disregarded does not change state agency law. It therefore does not automatically turn the disregarded entity's owner into a general partner empowered to bind the other partners.

Ruling snapshot

  • Question: Who may sign a statute extension when an LLC serves as the tax matters partner?
  • Outcome: Advice given
  • Key authorities: IRC § 6231; applicable state partnership and agency law

Full text (IRS public release)

ID:          CCA_2016021108252507
UILC:        6231.07-00

Number: 201620010
Release Date: 5/13/2016
From: --------------------
Sent: Thursday, February 11, 2016 8:25:25 AM
To: --------------------------
Cc: ------------------------------------------------------------------------
Bcc:
Subject: RE: Question about TMP


Hi ---------------,

If ------------------------------------- is the TMP and ----------- is the person legally authorized
to sign on behalf of --------------, he may sign the statute extension despite the fact of -----
--------                             . The TMP is the LLC. Only a general partner (or member
manager) may be a TMP. That is a state law concept. The fact that -------------- is
disregarded under federal tax laws cannot change state agency law and convert the
owner of a DE into a general partner with power under state law to bind other partners.

Please let me know if you have any questions or if I can be of any further assistance.

Thanks,
-------

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