Also known as the tax matters representative. The party that represents the partnership (or LLC that is classified as a partnership for US federal income tax purposes) in US federal income tax audits and litigation for taxable years beginning on or after January 1, 2018. The partnership representative may also have the authority under the partnership or LLC agreement to represent the partnership or LLC in state, local, and foreign tax audits, make tax elections on behalf of the partnership or LLC, or file tax returns.
The partnership representative has broad powers under US federal tax rules and can bind the partnership or LLC in a US federal income tax audit. This may result in a partnership-level (or LLC-level) tax payment. The partnership representative provision in a partnership or LLC agreement may therefore include language requiring approval of all or a specified percentage of partners or members (or the board of managers, for a board-managed LLC) for actions taken in a US federal tax audit or judicial proceeding and to otherwise restrict the powers of the partnership representative.