State-law representative signs for disregarded entity partner

Plain-English summary

Chief Counsel advised that a disregarded entity owning a partnership interest is itself the partner. Because a reviewed-year partner signs Form 8979, the person authorized under state law to bind the disregarded entity should sign when that entity was the partner during the reviewed year. The email adds that the signer's title does not matter if the correct individual signs the form. The advice cites Seaview Trading v. Commissioner for its treatment of the disregarded entity as the partner.

Ruling snapshot

• Question: Who signs Form 8979 when a disregarded entity held the partnership interest in the reviewed year?
• Outcome: Advice given, the person who can bind the disregarded entity under state law signs
• Key authorities: Seaview Trading, LLC v. Commissioner, 858 F.3d 1281 (9th Cir. 2017); Form 8979

Full text (IRS public release)

ID: CCA_2023080212520843 [Third Party Communication:

UILC: 9999.00-00 Date of Communication: Month DD, YYYY]

Number: 202433010
Release Date: 8/16/2024
From: --------------------
Sent: Monday, July 1, 2024 7:34:56 PM
To: -----------------------------------------------
Cc: ----------------
Bcc:
Subject: RE: BBA Question

If a disregarded entity owns the interest in the partnership, it is the partner. See
Seaview Trading v. Comm’r, 858 F.3d 1281 (9th Cir. 2017). A reviewed year partner
signs the Form 8979 so if the disregarded entity was a partner in the reviewed year,
whoever can bind that disregarded entity under state law would sign the Form 8979.
Note that so long as the correct human being signs the form, it doesn’t really matter
what the person puts as their title (if any).

Please let me know if you have any questions.

Thanks,
Jenni

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