Ezel / IRS Rulings / 201742025

LLC member must be a manager to serve as tax matters partner

Number
201742025
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Tax Matters Partner
Topics
Procedure, penalties, and administration
Code sections
§ 6231
Ruling dated
October 4, 2017
Publicly released
October 20, 2017
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 2017, 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 2017
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 either of two timing tests can allow a person to qualify as a partnership's tax matters partner. The person must have been a general partner at some point during the taxable year at issue or must be a general partner when the designation is made. For a limited liability company, the regulation treats a member-manager as the general partner. An LLC member therefore had to be a manager at one of those two times to qualify for designation as tax matters partner.

Ruling snapshot

  • Question: When must an LLC member be a manager to qualify as the tax matters partner?
  • Outcome: advice given
  • Key authorities: IRC § 6231; Treas. Reg. § 301.6231(a)(7)-1(b)(1)

Full text (IRS public release)

ID:          CCA_2017100408553643
UILC:        6231.07-00

Number: 201742025
Release Date: 10/20/2017
From:
Sent: Wednesday, October 04, 2017 8:55:36 AM
To:
Cc:
Bcc:
Subject: RE: Quick TEFRA question


Either. To be a TMP, a person has to be a general partner at some time during the
taxable year for which the designation is made or a general partner at the time the
designation is made. Treas. Reg. 301.6231(a)(7)-1(b)(1). For purposes of an LLC,
general partner is a member-manager. So the member would need to be a manager
either at some point during the taxable year at issue or at the time the designation is
made.

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