IRS reiterates who may sign partnership return

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The IRS has concluded in an internal legal memorandum (ILM 201425011) that Form 1065, “U.S. Return of Partnership Income,” is validly filed when it is signed by either the general partner of the partnership or a limited liability company (LLC) member manager of the LLC. The issue was raised again recently at the American Bar Association Section of Taxation meeting in Houston on Jan. 30.

An IRS official speaking at the meeting said that although the IRS is not actively working on guidance in the area under Section 6063, the IRS wants to ensure that the person signing the partnership return understands the partnership’s business and has authority to sign the return.  

Section 6063 states that a partnership return must be signed by any one of the partners and that a partner’s signature is prima facie evidence that the partner is authorized to sign the return on behalf of the partnership. There may be situations, however, where a nonpartner may be signing on behalf of the partnership. For example, if an investment fund organized as a partnership contracts operating authority of the partnership to a management firm, a firm manager does not have authority to sign the partnership’s return unless that person is a partner of the fund. A failure to comply with the statutory rules for signing a return could raise an issue about the validity of the filing and whether the statute of limitations on assessment had begun to run.

An entity’s failure to have a return or form signed by an authorized person can arise in other contexts as well, including on Form 2848, “Power of Attorney and Declaration of Representative;” Form 1120, “U.S. Corporate Income Tax Return;” and in submitting letters in response to notices. The issue of statutory authority to sign also exists when a corporate filing is not signed by an officer meeting the definitions under Section 6062.    

David Auclair
+1 202 521 1515

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