The partnership representative and designated individual under the BBA

What the PR can do and who is bound

IRC 6223(a) is short: “Each partnership shall designate (in the manner prescribed by the Secretary) a partner (or other person) with a substantial presence in the United States as the partnership representative who shall have the sole authority to act on behalf of the partnership under this subchapter.” IRC 6223(b) binds the partnership and all partners to actions taken under the subchapter and to any final decision in a proceeding.

The IRS lists actions a PR takes on behalf of the partnership and the partners, including extending the adjustment period, entering into settlement agreements, agreeing to a notice of proposed partnership adjustment, requesting and extending modification, waiving the modification period, agreeing to or waiving the final partnership adjustment, and making the push-out election. The PR also signs any administrative adjustment request and is the only party who can petition a court after an FPA (IRM 8.19.14.7.2).

Partners who are not the PR have no participation rights during the exam (IRM 4.31.9.2). Appeals guidance marks the break with TEFRA: “Partners are no longer considered parties under BBA.” And the partnership agreement does not limit the PR as far as the IRS is concerned: “The IRS is not bound by any limitations, restrictions or agreements placed upon the PR by the partnership in the partnership agreement, any side agreements or any other document to which the IRS is not a party.” Any controls over the PR have to be enforced among the partners under state law and the agreement, not against the IRS.

Who can serve: substantial presence

Any person can be the PR, including an entity, a disregarded entity, a non-partner, or the partnership itself (Treas. Reg. 301.6223-1(b)(1)). The only requirement is substantial presence in the United States. Under Treas. Reg. 301.6223-1(b)(2), the person must:

• make themselves available to meet in person with the IRS in the United States at a reasonable time and place determined by the IRS under Treas. Reg. 301.7605-1;
• have a U.S. taxpayer identification number;
• have a U.S. street address; and
• have a telephone number with a U.S. area code.

An entity PR must be in legal existence to have substantial presence, including when the PR is the partnership under exam (IRM 4.31.9.7.6.1). Failing the test does not void the designation automatically. The regulation examples say the designation stays in effect, and partners stay bound by the PR's actions, until a resignation, a revocation, or an IRS determination that the designation is not in effect. The IRS is not required to look for defects.

Entity PRs and the designated individual

If the PR is an entity, the partnership must at the same time appoint a designated individual (DI), the sole individual through whom the entity PR acts. The DI must also meet the substantial presence test. If the partnership designates an entity PR without appointing a DI, the IRS may determine the designation is not in effect; the IRS's PR page goes further and says the designation is invalid and the current designation remains in effect. DI status ends automatically when the entity PR's designation ends. When the PR is an entity, the DI signs Forms 872-M, 2848 and other documents on its behalf.

Designating and changing the PR on Form 8979

The initial designation is made on Form 1065, Schedule B, and is effective when the return is filed. It is year-specific: a designation on the 2021 return does not change who is PR for 2018 (Treas. Reg. 301.6223-1(c)(3)). After that, changes use Form 8979, Partnership Representative Designation or Resignation, which was simplified in the September 2025 revision to two boxes: designation by the partnership (with automatic revocation of any existing PR) and resignation by the PR or DI.

Form 8979 must be signed by an authorized person: someone who was a partner at any time during the tax year to which the designation relates. If that partner is an entity, the signer must be able to bind it under state law. The partnership may submit Form 8979:

• to the current IRS point of contact (revenue agent, appeals officer or counsel) after Letter 2205-D or the NAP (Letters 5893 and 5893-A);
• with an AAR filed for some reason other than changing the PR, in which case the change is effective when the AAR is filed;
• with Form 8985 from a pass-through partnership, or with a Form 8988 push-out election; or
• when the partnership asks the IRS for something that requires extending a statute, such as certain private letter ruling requests.

One Form 8979 covers one tax year. A new designation automatically revokes the old one, and prior valid actions of the former PR stay in effect. The examiner must date stamp the form, validate it on Form 15416, and within 30 days issue letters telling the parties the result (IRM 4.31.9.7.6.4). Forms 8979 can be accepted by fax with an original signature, or by email or secure messaging with an original or digital signature.

Repeated changes can backfire. If the partnership makes multiple designations within 90 days that each revoke an existing PR, the examiner may treat the latest as leaving no designation in effect, and in that case “the partnership will not have the opportunity to designate a new PR. The IRS will designate the PR.” (IRM 4.31.9.7.6.3).

Resignation

A PR or DI may resign for any reason by submitting Form 8979, but only after the IRS issues the NAP under the regulation, or after Letter 2205-D or the NAP under the form instructions and IRM. Treas. Reg. 301.6223-1(d)(1) is explicit that “A resigning partnership representative may not designate a successor partnership representative.” A valid resignation is effective when the IRS receives it, and from then the resigning person cannot act for the partnership. A resignation of an entity PR ends the DI's appointment, and a DI's resignation ends the entity PR's designation. Either way there is no PR, and the examiner must declare that no designation is in effect.

When no designation is in effect

Non-filers, partnerships that left Schedule B blank, invalid designations, and partnerships whose election out failed all start without a valid PR. The IRM tells examiners not to declare “no PR designation in effect” on first contact. Instead, Letter 2205-D carries this language: “Our records do not reflect a partnership representative for the partnership taxable year.” That wording gives the partnership a reasonable period, which the IRM suggests may be 30 to 60 days, to submit a valid Form 8979 without starting the regulatory clock (IRM 4.31.9.7.6.6).

If the reasonable period passes, the examiner issues Letter 6053 declaring no designation in effect. The partnership then has 30 days from the mailing of that notice to designate a PR on Form 8979. After that, the IRS designates.

IRS selection of a PR

IRC 6223(a) lets the IRS select any person when no designation is in effect, except that it may not select an IRS employee, agent or contractor unless that person is a partner (IRM 4.31.9.7.6.8). The IRM lists factors: the partnership's intent shown by a late Form 8979, the views of majority-interest partners, knowledge of tax and administrative matters, access to books and records, profits interest, whether the person was a partner in the reviewed year and still is, and substantial presence. “The group manager must participate in and approve the PR selection.” The designation is effective when Letter 6053 is mailed, and the new PR receives Letter 6008.

Once the IRS selects a PR, the partnership can replace that person only with IRS permission, which the IRS cannot unreasonably withhold under Treas. Reg. 301.6223-1(e)(6). In practice, the partnership submits a Form 8979 naming its choice, and the examiner decides whether to accept it.

Powers of attorney and the PR

The regulation forecloses a common shortcut: “A power of attorney (including a Form 2848, Power of Attorney) may not be used to designate a partnership representative.” A Form 2848 authorizes a representative to act for the PR in its capacity as PR. IRM 4.31.9.7.10.1 shows the format: line 1 names the PR as representative for the partnership with the partnership's name, address and EIN; line 3 shows “Centralized Partnership Audit Regime (BBA)”, Form 1065 and the year; line 7 is signed by the individual PR or by the DI for an entity PR.

Key rules from the IRM:

• “There must be a separate Form 2848 for each year because the designation of a PR is only effective for one partnership tax year and a POA is appointed by a specific PR for a specific tax return year.”
• A new PR means a new Form 2848, even to keep the same representative. A change of DI alone, with the same entity PR, does not.
• Chapter 2, 2A, 3 and 4 matters outside BBA need a separate Form 2848 signed by a partner with authority under state law (IRM 4.31.9.7.10.2).
• The POA should not sign Form 872-M; the PR or DI signs (IRM 4.31.9.8.4.3).

General Form 2848 requirements are on Form 2848 and Form 2848 vs. Form 8821.

Practice points

• Check who the PR is for each year under exam. Different years can have different PRs, and the IRS uses the designation on the original return or the most recent valid AAR with a Form 8979 to complete Letter 2205-D (IRM 4.31.9.7.6.5).
• Give the examiner the PR's and DI's TINs early. The IRM requires them before the NAP so the PR's last known address can be pulled from IDRS.
• If the named PR is unavailable, the partnership designates a successor on Form 8979 before the IRS declares no designation in effect.
• A PR who agrees to serve takes on authority that binds every partner, including former partners who receive push-out statements.

Form-level instructions are on Form 8979.

Questions practitioners ask