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Megan C
Megan C, Certified Public Accountant (CPA)
Category: Tax
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Experience:  Licensed CPA, CFE, CMA, CGMA who teaches accounting courses at Master's Level
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A Texas LLC is managed by a manager (who is an individual named

Customer Question

A Texas LLC is managed by a manager (who is an individual named in the certificate of formation). The LLC needs to file its federal tax returns. There is another individual who is both the LLCs owner and director. Can the manager alone file the federal tax returns or must the owner/director also file?
Submitted: 9 months ago.
Category: Tax
Expert:  jgordosea replied 9 months ago.

Greetings,

 

By default a multimember LLC is taxed as a partnership. My answer presumes this LLC is being taxed as a partnership.

 

There is not any specific role or person that has to file that Form 1065 for the partnership but for who should sign the return there are instructions at http://www.irs.gov/instructions/i1065/ch01.html#d0e690

"General Partner or LLC Member Manager

Form 1065 is not considered to be a return unless it is signed by a general partner or LLC member manager. When a return is made for a partnership by a receiver, trustee or assignee, the fiduciary must sign the return, instead of the general partner or LLC member manager. Returns and forms signed by a receiver or trustee in bankruptcy on behalf of a partnership must be accompanied by a copy of the order or instructions of the court authorizing signing of the return or form."

 

The LLC member manager can sign and file the return, in general.

 

In some cases the operating agreement for the LLC may include other restrictions or instructions that the member manager would need to follow beyond and above the IRS instructions for filing. Absent such restrictions, the member manger can sign the return and file it.

 

Please ask if you need more discussion (or there are other facts not yet stated) or clarification.

Thank you.

 

 

Expert:  Megan C replied 9 months ago.
Hello! I am a CPA here to assist you with your tax questions. My goal is to provide you with excellent service today.

Different expert here. Hope your night is going well.

According to the IRS, "Only a member manager of an LLC can sign the partnership tax return. And only a member manager can represent the LLC as the tax matters partner under the consolidated audit proceedings in sections 6221 through 6234. A member manager is any owner of an interest in the LLC who, alone or together with others, has the continuing authority to make the management decisions necessary to conduct the business for which the LLC was formed. If there are no elected or designated member managers, each owner is treated as a member manager."

So, it is the member that must file the tax return, not the manager.

Hope this helps.

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