- 49 -
HFA-II limited partnership agreement is substantially identical
to section 9.4 of the AVA limited partnership agreement set out
supra in section III.A.2. In pertinent part, it provides that a
limited partner “shall have no right or authority to act for or
bind the Partnership.” Mr. Schreiber, acting as a general
partner in AVF, which was only a limited partner in HFA-II, had
no authority to sign partnership returns on behalf of HFA-II.
The HFA-II 1985 Form 1065 was not signed by a partner who had
authority to bind the partnership.7
5. Conclusion
We find that the HFA-II 1985 Form 1065 was not signed by any
partner who had authority to sign it and, consequently, it was
not a valid partnership return. The HFA-II FPAA was issued
before expiration of the section 6229(a) assessment period. See
supra sec. III.B.1.f.
VII. TFV
A. FINDINGS OF FACT
1. Formation of TFV
TFV (sometimes, the partnership) is a Texas limited
partnership formed in 1984 pursuant to the TULPA.
2. Agreement of Limited Partnership
On December 14, 1984, James D. Dannenbaum and Robert A.
Wright, as general partners, and certain others entered into an
7 We need not reach the broader issue anticipated by
HFA-II, whether a partnership return that is signed by a limited
partner can ever be properly executed under sec. 6063, since the
limited partner in this case lacked authority to execute the
HFA-II 1985 Form 1065.
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