Partnership representative files Tax Court petition for partnership

Plain-English summary

Chief Counsel addressed whether the partnership representative or the partnership is the petitioner in a case challenging a final partnership adjustment. Section 6234 says the partnership may file the petition, while section 6223 gives the partnership representative sole authority to act for the partnership. The representative is the person who physically files the petition because a partnership cannot act on its own. Legally, however, the representative acts on behalf of the partnership, and procedural court rules cannot change that statutory allocation.

Ruling snapshot

• Question: Is the partnership representative personally the petitioner when challenging a final partnership adjustment?
• Outcome: Advice given, the partnership is the petitioner and the representative acts for it
• Key authorities: IRC §§ 6223, 6231, and 6234

Full text (IRS public release)

 ID:       CCA_2023100314535143                 [Third Party Communication:

 UILC:     6221B.00-00                          Date of Communication: Month DD, YYYY]

Number: 202346027
Release Date: 11/17/2023
From: --------------------
Sent: Tuesday, October 3, 2023 2:53:51 PM
To: ----------------
Cc: -----------------------------------------
Bcc:
Subject: RE: petition in Tax Crt


They may think that but it’s not supported by the statute. Are they actually pushing back
against the statutory language? The Tax Court rules can’t change the statute and while
they may be confusing they do not actually say the PR is the petitioner. The PR is the
petitioner in the sense of they are the live human being that files the petition but they
are doing it on behalf of the partnership because a partnership cannot take actions.

I.R.C. section 6234

         (a)IN GENERALWithin 90 days after the date on which a notice of a
         final partnership adjustment is mailed under section 6231 with respect to
         any partnership taxable year, the partnership may file a petition for a
         readjustment for such taxable year with—

I.R.C. section 6223

         (a)DESIGNATION OF PARTNERSHIP REPRESENTATIVE
         Each partnership shall designate (in the manner prescribed by the Secretary)
         a partner (or other person) with a substantial presence in the United States
         as the partnership representative who shall have the sole authority to act on
         behalf of the partnership under this subchapter. In any case in which such
         a designation is not in effect, the Secretary may select any person as
         the partnership representative.
These are probably the same people who kept calling the TEFRA partnership the
petitioner even though section 6226 clearly says the partner may file a petition.

Jenni Black (she/her)
Senior Counsel
CC:PA:06
Phone: (202) 317-5216