Ezel / IRS Rulings / 201744018
Chief Counsel Advice 201744018 Released November 3, 2017 Advice

State law determines who may bind an entity tax matters partner

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This page covers one taxpayer's ruling from 2017, 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 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 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

Counsel addressed who may sign for an entity serving as a tax matters partner. The answer depends on who has authority to bind that entity under the governing state law and the entity's organizational documents. A general partner generally has authority under state law to bind a partnership. The advice states that signatures from all partners are not required.

Ruling snapshot

  • Question: Who may bind an entity that serves as a tax matters partner?
  • Outcome: Advice given: the person authorized under state law and the entity's governing documents may act.
  • Key authorities: IRC § 6231

Full text (IRS public release)

ID:          CCA_2017101810332143
UILC:        6231.07-00

Number: 201744018
Release Date: 11/3/2017
From:
Sent: Wednesday, October 18, 2017 10:33:21 AM
To:
Cc:
Bcc:
Subject: RE: TMP


For an entity TMP, it’s whoever has authority to bind the entity under state law. That’s
going to depend on the type of entity, the state law, and any organization documents of
the entity (if applicable). A general partner generally has authority to bind a partnership
under state law. You would not need all the partners to sign.

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