§ 6231. Definitions and special rules
(a)
Definitions
For purposes of this subchapter—
(1)
Partnership
(B)
Exception for small partnerships
(i)
In general
The term “partnership” shall not include any partnership having 10 or fewer partners each of whom is an individual (other than a nonresident alien), a C corporation, or an estate of a deceased partner. For purposes of the preceding sentence, a husband and wife (and their estates) shall be treated as 1 partner.
(3)
Partnership item
The term “partnership item” means, with respect to a partnership, any item required to be taken into account for the partnership’s taxable year under any provision of subtitle A to the extent regulations prescribed by the Secretary provide that, for purposes of this subtitle, such item is more appropriately determined at the partnership level than at the partner level.
(4)
Nonpartnership item
The term “nonpartnership item” means an item which is (or is treated as) not a partnership item.
(5)
Affected item
The term “affected item” means any item to the extent such item is affected by a partnership item.
(6)
Computational adjustment
The term “computational adjustment” means the change in the tax liability of a partner which properly reflects the treatment under this subchapter of a partnership item. All adjustments required to apply the results of a proceeding with respect to a partnership under this subchapter to an indirect partner shall be treated as computational adjustments.
(7)
Tax matters partner
The tax matters partner of any partnership is—
(B)
if there is no general partner who has been so designated, the general partner having the largest profits interest in the partnership at the close of the taxable year involved (or, where there is more than 1 such partner, the 1 of such partners whose name would appear first in an alphabetical listing).
If there is no general partner designated under subparagraph (A) and the Secretary determines that it is impracticable to apply subparagraph (B), the partner selected by the Secretary shall be treated as the tax matters partner. The Secretary shall, within 30 days of selecting a tax matters partner under the preceding sentence, notify all partners required to receive notice under section 6223(a) of the name and address of the person selected.
(8)
Notice partner
The term “notice partner” means a partner who, at the time in question, would be entitled to notice under subsection (a) of section
6223 (determined without regard to subsections (b)(2) and (e)(1)(B) thereof).
(9)
Pass-thru partner
The term “pass-thru partner” means a partnership, estate, trust, S corporation, nominee, or other similar person through whom other persons hold an interest in the partnership with respect to which proceedings under this subchapter are conducted.
(10)
Indirect partner
The term “indirect partner” means a person holding an interest in a partnership through 1 or more pass-thru partners.
(b)
Items cease to be partnership items in certain cases
(1)
In general
For purposes of this subchapter, the partnership items of a partner for a partnership taxable year shall become nonpartnership items as of the date—
(A)
the Secretary mails to such partner a notice that such items shall be treated as nonpartnership items,
(B)
the partner files suit under section
6228
(b) after the Secretary fails to allow an administrative adjustment request with respect to any of such items,
(C)
the Secretary or the Attorney General (or his delegate) enters into a settlement agreement with the partner with respect to such items, or
(D)
such change occurs under subsection (e) of section
6223 (relating to effect of Secretary’s failure to provide notice) or under subsection (c) of this section.
(2)
Circumstances in which notice is permitted
The Secretary may mail the notice referred to in subparagraph (A) of paragraph (1) to a partner with respect to partnership items for a partnership taxable year only if—
(A)
such partner—
(i)
has complied with subparagraph (B) of section
6222
(b)(1) (relating to notification of inconsistent treatment) with respect to one or more of such items, and
(ii)
has not, as of the date on which the Secretary mails the notice, filed a request for administrative adjustments which would make the partner’s treatment of the item or items with respect to which the partner complied with subparagraph (B) of section
6222
(b)(1) consistent with the treatment of such item or items on the partnership return, or
(3)
Notice must be mailed before beginning of partnership proceeding
Any notice to a partner under subparagraph (A) of paragraph (1) with respect to partnership items for a partnership taxable year shall be mailed before the day on which the Secretary mails to the tax matters partner a notice of the beginning of an administrative proceeding at the partnership level with respect to such items.
(c)
Regulations with respect to certain special enforcement areas
(1)
Applicability of subsection
This subsection applies in the case of—
(2)
Items may be treated as nonpartnership items
To the extent that the Secretary determines and provides by regulations that to treat items as partnership items will interfere with the effective and efficient enforcement of this title in any case described in paragraph (1), such items shall be treated as nonpartnership items for purposes of this subchapter.
(d)
Time for determining partner’s profits interest in partnership
(1)
In general
For purposes of section
6223
(b) (relating to special rules for partnerships with more than 100 partners) and paragraph (11) of subsection (a) (relating to 5-percent group), the interest of a partner in the profits of a partnership for a partnership taxable year shall be determined—
(e)
Effect of judicial decisions in certain proceedings
(1)
Determinations at partner level
No judicial determination with respect to the income tax liability of any partner not conducted under this subchapter shall be a bar to any adjustment in such partner’s income tax liability resulting from—
(2)
Proceedings under section
6228
(a)
No judicial determination in any proceeding under subsection (a) of section
6228 with respect to any partnership item shall be a bar to any adjustment in any other partnership item.
(f)
Special rule for deductions, losses, and credits of foreign partnerships
Except to the extent otherwise provided in regulations, in the case of any partnership the tax matters partner of which resides outside the United States or the books of which are maintained outside the United States, no deduction, loss, or credit shall be allowable to any partner unless section
6031 is complied with for the partnership’s taxable year in which such deduction, loss, or credit arose at such time as the Secretary prescribes by regulations.
(g)
Partnership return to be determinative of whether subchapter applies
(1)
Determination that subchapter applies
If, on the basis of a partnership return for a taxable year, the Secretary reasonably determines that this subchapter applies to such partnership for such year but such determination is erroneous, then the provisions of this subchapter are hereby extended to such partnership (and its items) for such taxable year and to partners of such partnership.
(2)
Determination that subchapter does not apply
If, on the basis of a partnership return for a taxable year, the Secretary reasonably determines that this subchapter does not apply to such partnership for such year but such determination is erroneous, then the provisions of this subchapter shall not apply to such partnership (and its items) for such taxable year or to partners of such partnership.