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I am enclosing herein section 301.6231(a)(7) of
the proposed regulations. This makes clear that the
only persons who may be designated as tax matters
partners are persons who are general partners in the
partnership. This is entirely consistent with the
provisions of the Code which these Proposed Regulations
purport to interpret. In fact, they do not contain any
additional procedures pursuant to which a limited
partner may become a tax matters partner.
Additionally, Miller's letter made clear to Winer that he
believed Winer's resignation as TMP was ineffective under the
proposed regulations because Winer had not filed a statement with
the service center with which the partnerships' returns were
filed. As Miller explained:
Moreover, the Regulations are quite clear that your
status as a tax matters partner will remain in effect,
notwithstanding a purported resignation and a purported
designation of a successor, until the resignation and
designation of a successor become effective; as noted,
such resignation and designations would not become
effective until filed with the service center.
* * * * * * *
Even so, such statements would not become effective
retroactively, but only the day filed.
Miller further advised Winer to consult the partnership
agreements to determine how to arrange for additional limited
partners to become general partners so that they could serve as
TMP's in accordance with the proposed regulations.
According to Miller, since Winer was still technically the
TMP, he should comport himself in accordance with the proposed
regulations until his resignation as TMP became effective.
Miller also suggested that since Winer had sent letters to the
investors stating that he had resigned as TMP, he should send the
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