4.75.25  Exempt Organizations Examinations Closing Agreements

Manual Transmittal

February 13, 2013

Purpose

(1) This transmits revised IRM 4.75.25, Exempt Organization Examinations Closing Agreements.

Material Changes

(1) All sections were rewritten to comply with the Plain Writing Act. For additional information on the Plain Writing Act, see http://www.plainlanguage.gov.

(2) To clarify the process involved, this manual has been rewritten in its entirety. Some sections have been retained from the previous revision, but have been modified. The table below provides directions as to where to find previous sections.

Old IRM 4.75.25 New IRM 4.75.25
4.75.25.1 - Introduction IRM 4.75.25.1
4.75.25.2 - Authority Exhibit 4.75.25-1
4.75.25.3 - Development Prior to Considering A Closing Agreement IRM 4.75.25.6.1
4.75.25.4 - Taxpayer Request to Enter into A Closing Agreement IRM 4.75.25.7.1
4.75.25.4.1 - Approval to Negotiate Closing Agreement IRM 4.75.25.6.2, IRM 4.75.25.7.2
4.75.25.4.2 - Walk-in Closing Agreement Request IRM 4.75.25.7
4.75.25.5 - Exam-initiated Closing Agreement Request IRM 4.75.25.6
4.75.25.6 - Negotiating The Closing Agreement IRM 4.75.25.6.3, IRM 4.75.25.7.3
4.75.25.7 - Workpapers IRM 4.75.25.6.3.3, IRM 4.75.25.7.3.3
4.75.25.8 - Recognition of Exempt Status IRM 4.75.25.2.1
4.75.25.9 - Multiple Closing Agreements IRM 4.75.25.4
4.75.25.10 - Team Examination Program (TEP) Cases IRM 4.75.25.1
4.75.25.11 - Joint Committee Cases Removed
4.75.25.12 - Finality of Closing Agreements Exhibit 4.75.25-1
4.75.25.13 - Role of Area Counsel Removed
4.75.25.14 - EO Examinations Closing Agreement Coordinator (EOCAC) Exhibit 4.75.25-2
4.75.25.14.1 - EOCAC Responsibilities Exhibit 4.75.25-2
4.75.25.14.2 - Communication Among EO:RA:T, EOCAC and Area Offices Removed
4.75.25.15 - Drafting Closing Agreements IRM 4.75.25.6.4
4.75.25.15.1 - Closing Agreement Format IRM 4.75.25.8.1
4.75.25.15.2 - Public Disclosure Requirements IRM 4.75.25.8.2
4.75.25.15.3 - Payment of Closing Agreement Liability IRM 4.75.25.8.3
4.75.25.16 - Approval of Draft Closing Agreement IRM 4.75.25.6.5, IRM 4.75.25.7.5
4.75.25.17 - Final Approval Signatures IRM 4.75.25.6.5.1, IRM 4.75.25.7.5.1
4.75.25.17.1 - Signing Of Returns and Other Documents IRM 4.75.25.6.5.1, IRM 4.75.25.7.5.1
4.75.25.17.2 - Examiner's Responsibilities after Taxpayer Signature IRM 4.75.25.6.5.2, IRM 4.75.25.7.5.2
4.75.25.17.3 - Examiner's Responsibility for Processing Payment IRM 4.75.25.6.5.2, IRM 4.75.25.7.5.2
4.75.25.18 - Approval and Execution of Closing Agreement IRM 4.75.25.6.5.3, IRM 4.75.25.7.5.3
4.75.25.18.1 - EOCAC's Responsibilities for Processing after Service Signs IRM 4.75.25.6.6, IRM 4.75.25.7.6
4.75.25.18.2 - Examiner's Responsibilities for Processing after Service Signs IRM 4.75.25.6.6, IRM 4.75.25.7.6
4.75.25.19 - Tax Assessments IRM 4.75.25.9
4.75.25.19.1 - Assessment Authority and Information IRM 4.75.25.9
4.75.25.19.2 - Taxable Return Assessment - Master File Returns IRM 4.75.25.9.1
4.75.25.19.3 - Taxable Return Assessments - Non-Master File Returns IRM 4.75.25.9.2
4.75.25.19.4 - Non-Taxable Return (Information Return) Assessments IRM 4.75.25.9.3
4.75.25.19.5 - Tax Assessment for a Return Not on AIMS - Walk-in Request IRM 4.75.25.9.4
4.75.25.20 - Closing Agreement Package IRM 4.75.25.6.6.1, IRM 4.75.25.7.6.1
4.75.25.20.1 - Examiner's Responsibility for Protecting Statute IRM 4.75.25.5
4.75.25.21 - EOCAC Follow-up Responsibilities IRM 4.75.25.10.1
4.75.25.22 - Monitoring Reports IRM 4.75.25.10.3
4.75.25.23 - Review of Operations (ROO) Closing Agreements Follow Up Procedures IRM 4.75.25.10.2
4.75.25-1 - EO Closing Agreement Approval Cover Sheet (Walk In) Exhibit 4.75.25-3
4.75.25-2 - EO Closing Agreement Approval Cover Sheet (Exam Initiated) Exhibit 4.75.25-3
4.75.25-3 - Sample Closing Agreement as To Final Determination Exhibit 4.75.25-4
4.75.25-4 - Certification by Receiving And Reviewing Officials Exhibit 4.75.25-5
4.75.25-6 - Transmittal Memo to Director, EO Examinations Exhibit 4.75.25-6
4.75.25-7 - Transmittal Letter to Taxpayer Exhibit 4.75.25-7
4.75.25-8 - Transmittal Letter to Taxpayer's Representative Exhibit 4.75.25-8
4.75.25-9 - Disclosure Statements Exhibit 4.75.25-12
4.75.25-10 - Follow-up Action Memo to Closing Agreement EOCAC Exhibit 4.75.25-15
4.75.25-11 - EO Closing Agreement Quarterly Report Exhibit 4.75.25-17 through Exhibit 4.75.25-22
4.75.25-12 - Payment Processing Chart IRM Exhibit 4.75.22-7

Effect on Other Documents

This manual supersedes IRM 4.75.25, Exempt Organization Examinations Closing Agreements dated July 13, 2010.

Audience

The Tax Exempt and Government Entities Operating Division and primarily Exempt Organization examiners will use this IRM.

Effective Date

(02-13-2013)

Lois G. Lerner
Director of Exempt Organizations
Tax Exempt and Government Entities

4.75.25.1  (02-13-2013)
Introduction

  1. Use closings agreements when satisfactory resolutions may not be achieved through normal examination procedures. This manual explains:

    • When a closing agreement is appropriate.

    • What actions are required before negotiating an agreement.

    • How to negotiate an agreement.

    • What actions are required to obtain approval of an agreement.

    • What actions are to be taken after an agreement is approved.

  2. A taxpayer may request a closing agreement during or outside of an examination. The Service is not required to grant a closing agreement in either situation. Requests received outside of an audit are classified as walk-ins.

  3. Classification Settlement Program agreements used to resolve worker classification issues are covered in IRM 4.23.6, Classification Settlement Program (CSP).

  4. For an explanation of the authority to enter into a closing agreement, see Exhibit 4.75.25-1.

  5. These procedures also apply to TEP examinations. If considering a closing agreement during a TEP examination, the TEP Manager should contact the EOCAC to ensure consistent treatment of similar issues.

4.75.25.1.1  (02-13-2013)
Terminology

  1. Closing agreement: A legally binding document that exhibits some attributes of a contract but is created by statute and subject to statutory requirements.

  2. We/us/our: Used in lieu of "the Service" and "the government" .

  3. Director, EO: Director, Exempt Organizations

  4. Director, EO:E: Director, Exempt Organizations Examinations

  5. R&A: Exempt Organizations Rulings and Agreements

  6. EO:RA:T: Exempt Organizations Ruling and Agreements Technical

  7. EOCAC: Exempt Organizations Closing Agreement Coordinator, a designated member of the Review staffs.

  8. ROO: EO Review of Operations

  9. ESS: Exam Special Support

  10. TEP: Team Examination Program

  11. FAST: Field Assistance Support Team

  12. AIMS: Audit Information Management System

  13. JCT: Joint Committee on Taxation

4.75.25.2  (02-13-2013)
Restrictions

  1. Don't use a closing agreement to:

    • Circumvent a tax liability, regardless of the type or amount of tax.

    • Infringe on the settlement authority of Appeals.

    • Allow a taxpayer to just reduce the amount of a tax or penalty.

    • Skirt a normal examination procedure.

    • Bypass other existing procedures.

  2. Examples of when not to use a closing agreement include:

    • Processing an application for exemption.

    • Submitting Offers in Compromise.

    • Requesting a Technical Advice Memo.

    • Applying for a Private Letter Ruling.

    • Obtaining guidance from Rulings and Agreements.

    • Referring the taxpayer to Criminal Investigation.

    • Resolving a civil case after a criminal tax conviction.

  3. Don't use a closing agreement when we can't ensure future compliance.

    Example:

    A taxpayer continues to engage in flagrant acts that compel revocation and/or imposition of taxes.

  4. Don't use a closing agreement to impose sanctions as a penalty for non-compliance.

4.75.25.2.1  (02-13-2013)
Recognition of Exempt Status

  1. A closing agreement may not confer recognition of tax-exempt status. The closing agreement may only state we recognize the taxpayer as exempt as of a given date.

    Example:

    If the organization historically conducted activities meriting revocation but currently operates within the letter and spirit of the law, we may consider a revocation with a prospective exemption from the date the organization changed its operations.

  2. The Area Manager and EOCAC coordinate with the Manager, EO Determinations (Cincinnati) to process an application for recognition of exemption filed in compliance with the closing agreement. EO Determinations establishes the application on EDS/TEDS, and forwards the application to Rulings and Agreements (R&A) for expedited processing. R&A issues the determination letter.

4.75.25.3  (02-13-2013)
Minimum Requirements

  1. Fully develop all of the facts before considering a closing agreement.

  2. Bring taxpayers into full retroactive compliance via a closing agreement. This can entail:

    1. Securing all delinquent returns for the last six years, as applicable or required.

    2. Collecting payment of 100% of the tax, interest, and penalties for open tax years.

    3. Verifying correction of any transactions subject to Chapters 41, 42, and 44.

  3. Base any assessments on the taxpayer's actual tax liability. Characterize the assessment as reflecting a settlement payment made in full satisfaction of any liability under Code section (insert section number).

  4. If considering an agreement in lieu of revocation, determine the potential tax liability as if it was revoked. See IRM 4.75.31, Conversion of Returns Upon Revocation of Exemption.

  5. If unable to pay in full when signing the agreement, the taxpayer may enter into an installment agreement. Reference the installment agreement in the closing agreement.

4.75.25.4  (02-13-2013)
Appropriate Situations

  1. Consider a closing agreement in "but for" situations. These are where an organization would retain exemption "but for" the involvement of certain persons, actions, or transactions otherwise requiring revocation. Removal of the persons, correction of the actions or transactions need to be completed prior to executing the closing agreement.

    Example:

    A public charity operates a food bank. The founder and his spouse are the primary officers who used the charity's funds for personal expenses. While their transactions could be dealt with through IRC 4958, their continued control of the organization as officers requires revocation. The charity would be exempt "but for" the actions and control of the officers.

    Example:

    A social club reports on Form 990-T non-member income annually in excess of 20% from monthly pool parties open to the public. There are other exempt activities that don't give rise to non-member income. The club would otherwise be exempt "but for" the existence of the pool parties.

    Example:

    A homeowners association for a gated community posts signs prohibiting public entry to the community. The homeowners association would be exempt under IRC 501(c)(4)"but for" the signs prohibiting entry.

  2. Consider a closing agreement when a tax issue can't be resolved through regular procedures.

    Example:

    A religious organization claims minister status for the 50 highest paid employees, regardless of the profession of each individual. The organization doesn't withhold FICA or Medicare for these employees. The 10 highest paid employees are provided housing allowances. None of the employees perform sacerdotal duties or serve in a ministerial capacity. Interpretation of the relevant regulations may favor either the IRS or the organization.

    Example:

    A private foundation expends $1,000,000 for newspaper advertisements arguing against a piece of proposed legislation. You determine that the organization should be subject to IRC 4945 for legislative expenditures. The private foundation claims the expenditures to be educational, citing Big Mama Rag, Inc. v. United States, 631 F. 2d. 1030.

    Example:

    An IRC 501(c)(19) post rents out their hall for weddings and corporate parties. All of the rentals are paid for by one member, who is neither related to any of the persons getting married or any of the businesses. You state that the income is subject to UBIT, while the organization states that the parties are bona fide guests of the member.

  3. We may enter in closing agreements on a case while the audit continues. Examples are:

    1. Employment taxes where a Classification Settlement Program offer is accepted.

    2. Issues identified on effectively controlled entities in a TEP case.

    3. Employee plan issues identified by an EP Examiner in a TEP case.

    4. Multiple tax or qualification issues identified in TEP cases.

    Note:

    Multiple closing agreements on any one return requiring more than one assessment to the return are manually assessed as partial agreements.

4.75.25.5  (02-13-2013)
Protect the Statute

  1. When submitting the draft agreement to the EOCAC for the Director's signature, ensure that 180 days remain on the statute for all years in the agreement. Secure statute extensions as needed.

  2. Protect the statute of limitations on the returns of all affected parties. Coordinate with W&I, SBSE, or LB&I, as needed, to extend the statute for individuals and taxable entities not under EO jurisdiction.

  3. To ensure prompt completion of the closing agreement process, please adhere to the following timeframes:

    Action Timeframes
    Respond to initial request for a closing agreement (walk-ins only) 3 days after receipt by EOCAC
    Preparation of memo to request authorization to negotiate 5 days after necessary details obtained
    Initial Information Document Request (Form 4564) 15 days
    Subsequent Information Document Requests ≤ 15 days per request
    Follow up conferences ≤ 14 days after previous conference
    Preparation of the initial draft closing agreement (agent/manager/EOCAC) 10 days after both parties tentatively agree to terms
    Revision of the draft agreement (agent/manager/EOCAC) 5 days after any agreed modifications
    Group manager approvals 10 days
    Area manager approvals 10 days
    Area Counsel approvals to negotiate 10 days
    Area Counsel approvals to/modifications of the draft 45 days
    EOCAC approvals 10 days
    Director, EO:E approvals:  
    Schedule appointment with director and prepare briefing materials 30 days
    Obtain additional information and respond to questions raised during the meeting 10 days
    Obtaining taxpayer signatures and payment 15 days
    Post approval paperwork processing:  
    Putting copies in the mail 3 days after Director, EO:E signs
    Sending the package to the ROO 10 days after Director, EO:E signs

4.75.25.6  (02-13-2013)
Exam Initiated Closing Agreements

  1. A closing agreement is an option for resolving issues encountered in an audit. Either the examiner or the taxpayer may suggest a closing agreement during an audit, however confer with management prior to suggesting a closing agreement.

  2. The examiner is responsible for completing the paperwork for a closing agreement and for processing any payments. Counsel may assist in the crafting of the closing agreement, but the examiner maintains the case file.

  3. Closing agreements involve a six step process:

    1. Obtaining information to determine if an agreement is an option.

    2. Obtaining authorization to negotiate an agreement.

    3. Negotiating the agreement.

    4. Preparing a draft agreement.

    5. Obtaining approval of the agreement.

    6. Processing the approved agreement.

4.75.25.6.1  (02-13-2013)
Obtaining Information to Determine if an Agreement is an Option

  1. Before considering a closing agreement:

    1. Assess the legal aspects of the case.

    2. Ascertain our position.

    3. Discuss our position on the issue(s) with the taxpayer.

    4. Establish the taxpayer's position on the issue(s).

    5. Determine the effect adverse action(s) would have on the public interest.

    6. Clarify whether organizational and/or operational deficiencies can be corrected.

    7. Decide if we will sustain no disadvantage(s) by entering into a closing agreement.

  2. Consult with your group manager. Resolve whether a closing agreement is worth pursuing.

  3. Talk to the taxpayer to see if they would consider a closing agreement. However, don't guarantee a closing agreement as it may not be approved.

  4. If the taxpayer agrees, consult your manager and Area Counsel. If both concur, contact the EOCAC. Hold a conference call with the manager, Area Counsel, and the EOCAC. If part of a project, include the project leader in the call. Area Managers may participate in the call at their discretion.

  5. If everyone agrees, proceed with the next step, which is obtaining approval to negotiate.

4.75.25.6.2  (02-13-2013)
Authorization to Negotiate

  1. The Director, EO:E approves any negotiations to arrive at a closing agreement and any finalized closing agreements.

  2. Don't start negotiating a closing agreement without first obtaining approval.

  3. All closing agreements involve the participation of the EOCAC. (For more about the EOCAC, see Exhibit 4.75.25-2.)

  4. Write a short memo to the Director, EO:E. Explain:

    • The facts

    • The legal analysis

    • The taxpayer's proposal, if any

    • Why it's in our and the taxpayer's best interests

  5. Prepare the Agreement Approval Cover Sheet. See Exhibit 4.75.25-3. The group manager initials concurrence on the cover sheet.

  6. Send the cover sheet and memo to the Area Manager. The order of approval is the Area Manager, the EOCAC, and the Director, EO:E. Approving officials initial and date the cover sheet. Transmit the cover sheet and memo by fax, or electronically sign the cover sheet in Adobe Acrobat and secure e-mail (or transmit via OCS) the documents to the next person in line.

  7. If the Director, EO:E concurs, the EOCAC returns the memo and cover sheet to the group manager. If the Director, EO:E disagrees, the Director, EO:E will indicate disapproval on the cover sheet and the EOCAC communicates the Director's reasons back to the group. If further evidence is found indicating a closing agreement would be beneficial, the EOCAC may continue to further develop the proposal with the group and start the approval process over again.

  8. If approval isn't granted at any stage, the cover sheet and memo are returned to the group manager. Consider pursuing the original planned course of action (revocation, adverse action, etc.). The taxpayer may pursue a Fast Track Settlement (if available/applicable) or submit a formal protest to Appeals.

  9. During the closing agreement process, the examiner is to prepare a monthly report. See Exhibit 4.75.25-16. This report should be submitted to the group manager at the same time as any sensitive or critical issue reports. The manager in turn will forward the reviewed and edited report to the EOCAC at the same time they send the sensitive/critical issue reports to the Area Staff Assistants.

4.75.25.6.3  (02-13-2013)
Negotiation

  1. In negotiations, the goal is a collaboration, not just a compromise. Consider taking the Interest Based Conflict Management Skills Workshop (ELMS Catalog number 11294) before negotiating with the taxpayer. Additional materials, information, and tools are available at http://talkfirst.web.irs.gov/.

  2. Negotiation is a four step process:

    • Preparation

    • Information Exchange

    • Bargaining

    • Commitment

  3. The following key traits have been identified among successful negotiators:

    Trait Description
    A willingness to prepare Fair is best perceived as a range. To arrive at a fair settlement range takes the time of preparing your arguments as well as understanding what has happened in the case thus far.
    High expectations Negotiators who began the conferences with high expectations and positive attitudes were more successful than those with low expectations. Quitting is easy if you don’t believe a positive outcome is possible.
    The patience to listen Listen, listen, listen. You get more out of the negotiation process by finding out what the other person wants than by clever arguments.
    Commitment to personal integrity Establishes trust and rapport when actions are in line with words.

4.75.25.6.3.1  (02-13-2013)
Preparation

  1. Determine who should/will be present for the negotiation. The taxpayer's representative(s) may be present. In some situations, the entire board of an organization may be present during negotiations. Many practitioners try to negotiate without their client present, which can prolong the negotiation process.

  2. Our side of the negotiation team need not be limited to the agent and manager. Among those who may take part, or be requested to take part in the negotiations:

    • Area Counsel

    • The Area Manager

    • The EOCAC

    • EO:RA:T

    • The project leader (if applicable)

    • Other members of a TEP group

    • Personnel from other divisions that may be impacted by the negotiations

      Example:

      A closing agreement for an organization conducting foreign activities may involve coordination with the Large Business & International division.

  3. Request Area Counsel's involvement in developing negotiation strategies, and participation in actual negotiations with the taxpayer. Discussions with the taxpayer during negotiations may affect future litigation.

  4. Determine the time, location and method of negotiation. Consider the following issues:

    • Are the negotiations in person or by conference call?

    • If negotiating in person, who's physically attending the negotiation?

    • If in person, where should it be held (at the taxpayer's location, the representative's office, or an IRS office)?

    • How long should each negotiation session last?

    • When should subsequent sessions be held?

    • Should taxpayer records be on hand for the negotiations?

  5. Teleconferences are difficult as:

    • Preparation may be lacking

    • Communication is only verbal

    • Conversations are short

    • Misunderstandings are common

    • Concentration may be difficult

  6. Determine any ground rules for the negotiation(s). At the start, agree on ground rules that both parties can abide by.

  7. Prepare a check list of issues. Make notes of items to be addressed in the negotiation.

  8. Perform initial tax computations. Calculate the amount of correction, if applicable.

    Example:

    The amount of tax due if the tax-exempt status of the organization were to be revoked.

  9. As a final action before starting the negotiation, determine our best alternative to a negotiated agreement. This doesn't always have to be the default action that would occur in the event that the Director, EO:E hadn't approved negotiations.

    Example:

    In the case of a social club that failed to maintain records per Rev. Proc. 71–17, 1971–1 C.B. 683, the default procedure (aside from an inadequate records notice) is to treat all of the club's income as taxable. The best alternative may be to have the club track the numbers of non-member and total sales for three months. The club would then perform an income and expense allocation based on the ratio of non-member sales transactions to total sales transactions.

4.75.25.6.3.2  (02-13-2013)
Information Exchange

  1. Prior to negotiating, review the information previously obtained. This includes any documents secured from the taxpayer, any correspondence, and the agent's workpapers.

  2. Determine whether additional information is needed from the taxpayer. Issue a Form 4564, Information Document Request, to ask for those items necessary to the negotiation. Use 4.75.25-10 as a cover letter.

  3. During the negotiation, either side may request additional items. For requests from the taxpayer, promptly provide the materials requested, unless prohibited by disclosure laws (e.g., confidential informant identity, other taxpayer's return information, etc.).

    Example:

    During the negotiation, the taxpayer asks what the tax consequences would be if taking a certain action. Perform the tax computation(s) and provide the taxpayer with the result.

  4. Set mutually agreed upon deadlines to provide/receive information. See IRM 4.75.25.5 (3). If extensions of time are needed, document the request and the reason for the request. Obtain statute extensions as needed.

4.75.25.6.3.3  (02-13-2013)
Bargaining

  1. The manager is the lead negotiator. At the start of negotiations, the manager advises the taxpayer:

    1. A closing agreement is an attempt to fashion an evenhanded resolution of the differences.

    2. We're under no obligation to continue the process if the parties can't reach an agreement.

    3. The taxpayer doesn't waive any rights under the appeals procedure should the parties fail to reach an agreement.

  2. Consider the following negotiation tips:

    Tips on Negotiating
    1. Information is crucial. Be careful what you volunteer.
    2. Work every issue that can be solved and concentrate on issues the taxpayer can be brought to agreement on. Don’t dwell on deadlocked issues.
    3. The most efficient negotiation technique may be to agree to disagree for now.
    4. As issues are agreed, taxpayers experience exponentially more pressure to agree to smaller than larger issues. The reverse is true for us.
    5. If a taxpayer asks a question or presents information with unknown effects, remember, silence is golden. Think carefully before responding!
    6. It’s far better to take a break and think about the issue, than to discover a major mistake later.
    7. Hardball tactics include early conference terminations, ultimatums, and tantrums.
    8. Don't respond positively or negatively to hardball tactics; be neutral.
    9. The party adopting hardball tactics must correct their actions or face failure.
    10. Think First! Be aware of your "Hot Buttons" and avoid responding to them.
    11. If a taxpayer doesn’t think an agreement is possible, it isn’t.
    12. The answer to "You can do better than that" is that you can, but only if the taxpayer has additional relevant law, facts or arguments that favor them.

  3. Use the following methods to achieve a successful negotiation:

    Negotiation reminders
    1. Be prepared. If unprepared when the taxpayer calls, reschedule.
    2. Use prepared notes and checklists of items to cover.
    3. Prevent distractions. Close doors, clear your desk, forward your phone (if possible), close your e-mail, and indicate Do Not Disturb on OCS.
    4. Open with small talk. First, you create a positive atmosphere. Second, you can hear their voice and intonation in unthreatened and relaxed communication. This can be a benchmark for gauging later reactions.
    5. Take notes. Telephone notes are easier to take and command great value as telephonic negotiations can be the subject of misunderstandings.
    6. Go slow and be precise. Repeat the main points and solicit the other party's understanding of each point. Document it.
    7. Confirm their position. Repeat their position to them in the light most favorable to them. Don’t assume you got it right unless they agree. This draws the differences between each party’s positions into a clear light.
    8. Set the next appointment. Confirm it in writing as soon as possible. This keeps either party from giving the appearance of stringing the other party along.
    9. Do memoranda as soon as possible: Prepare teleconference memoranda immediately afterwards to document statements and understandings.

  4. Be prepared for various tactics employed by the taxpayer and/or representative:

    If the taxpayer or representative... Then...
    Provides phony facts Verify the factual assertions.
    States that they don't have the authority to approve the agreement Negotiate with the party that has authority. Point out that if they wish to make changes, that we are welcome to do so too. (Keep in mind that their statement applies to our side of the table as well.)
    Possibly misrepresents their intention to comply with the agreement Build additional compliance features into the agreement.
    Intentionally creates a stressful environment (the room is too hot/cold/noisy or we sit facing direct sunlight, etc.) Change locations/venues or change the setting within the venue (adjust the temperature, move to another room, rearrange the seating, etc.).
    Makes personal attacks (e.g., forces you to wait, interrupts the negotiation to deal with others, implies you are incompetent, refuses to listen to you, refuses to make eye contact) Recognize the tactic. Consider bringing the tactic to their attention.
    Performs a good guy/bad guy routine (i.e., stages a quarrel between the officer(s) and/or the representative(s)) Maintain the same stance with both parties.
    Refuses to negotiate on an issue or sets preconditions for negotiations Recognize the tactic. Suggest alternative options, if available.
    Makes extreme requests (e.g., reduce the taxes to zero, forego correction, avoid a discrepancy adjustment) Point out the absurdity of their request.
    Would concede but for the decision of other parties (e.g., the rest of the board of directors or trustees, a taxpayer's spouse, other representatives of the taxpayer) Get their agreement in writing and then communicate with the other parties (provided that the other parties are authorized to discuss the issue).
    Makes calculated delays Obtain a statute extension. If unwilling to grant a statute extension, consider discontinuing the negotiations and proceeding to enforcement.

  5. Document all sessions held with the taxpayer and their representative. Track each and every issue discussed. Note those issues where agreement is reached.

  6. If agreement can't be reached on all issues, determine whether those that can't be agreed upon are necessary for the agreement. Consider conceding on some proposals if not critical to the agreement.

    Example:

    The manager and examiner desire to have the entire board of a public charity replaced with a new board. The current board doesn't agree. Of the ten members of the board, three are related by blood or marriage and hold primary officer positions (president, vice president, secretary). The board is willing to agree to removal of two of the three from the board and the resignation of the president and vice president. The board is also willing to agree to the secretary not being able to become the president or vice president of the organization. (The current president and vice president incurred excess benefit transactions.) In this situation, consider accepting the proposal and keeping the remainder of the board in place.

  7. As both parties agree to resolutions of the various issues, start to draft the closing agreement. See Exhibit 4.75.25-4 for the standard format of the agreement.

  8. Regardless of whether or not the case results in a closing agreement, the workpapers or other administrative case file documents are to reflect:

    1. Negotiations with the taxpayer and/or representative.

    2. Terms offered if the negotiations aren't successful.

    3. Involvement of Area Counsel.

    4. The reason a closing agreement is/isn't in our best interest.

  9. If both parties are unable to complete negotiations for the terms of a closing agreement, send a copy of the workpapers to the EOCAC.

4.75.25.6.4  (02-13-2013)
Preparing a Draft Agreement

  1. Once the resolution of the issues is agreed upon, prepare the closing agreement. State each matter clearly as to reasonably lead to only one interpretation. Although the material in the case file may adequately explain the intent of the agreement, it must speak for itself and will be the primary basis of future action. Avoid using subjective terms, such as substantial, reasonable, and due diligence. Make the closing agreement very objective and easily enforceable.

  2. If desired, let the taxpayer craft the closing agreement. Area Counsel will review and revise the document as needed.

  3. Include all essential information in the closing agreement. Use statutory terms where applicable.

    Example:

    State to whom the issue pertains. Avoid ambiguity.

  4. The taxpayer is to be in compliance in both exemption and tax issues before the agreement is executed.

  5. Don't require the taxpayer to make changes after execution of the agreement. Keep concurrent actions to a minimum.

  6. Closing agreements should not contain executory provisions (i.e., requiring actions to be performed in the future). If the taxpayer is unable to pay in full at the time of execution, prepare a separate installment agreement request. The existence of an installment agreement may be referenced in the closing agreement, but the terms of the installment agreement are to be left out of the closing agreement. For more on installment agreements, see IRM 4.75.16.5.7.

  7. If organizational documents need to be amended, secure the amendment and describe the changes in the closing agreement.

  8. State completely and explicitly the conditions the taxpayer either has completed or must complete to achieve compliance. Explicitly describe the actions the taxpayer must take prior to or concurrent with the execution of the agreement.

  9. Specify in the agreement the amount of tax, penalties, and interest owed.

  10. The only dollar amounts in a closing agreement are tax, penalty, and interest.

  11. The following lists the required elements of the closing agreement.

    Include in the closing agreement:
    The names, addresses, and Taxpayer Identification Numbers (TINs) of all parties to the agreement.
    The relevant facts, including our proposed adverse action.
    A statement instructing the taxpayer to remit the total amount due by certified check(s), cashier's check(s), or similar instrument payable to the United States Treasury when the taxpayer and/or authorized representative signs and returns the agreement for approval.
    The agreed upon effect of the closing agreement on subsequent periods.
    Statements advising:
      - The payment to us isn't deductible for federal tax purposes.
      - Treatment we accord the taxpayer, such as retention of tax exemption.
      - The agreement is limited to Internal Revenue Code matters and doesn't extend to other federal or state law.
      - That an exempt taxpayer can't contest the liability in any court.
      - The taxpayer of the finality of the closing agreement.

  12. Per the Restructuring and Reform Act of 1998, Section 3468, the closing agreement shouldn't contain any taxpayer release of any right of action against the Internal Revenue Service or its employees for:

    • Civil rights violations

    • Other non-tax actions

    • Any other action taken in connection with the federal tax laws

    which may be available to the taxpayer unless:

    1. The taxpayer knowingly and voluntarily waives this right.

    2. An IRS employee makes the request in person and the taxpayer's attorney or representative is present.

    3. We make the request in writing to the taxpayer's attorney or representative.

  13. If such a release is the subject of discussion, contact the EOCAC who will discuss the matter with EO:RA:T. If they determine the waiver request is appropriate, include in the file:

    • Signed and dated documentation from the taxpayer or the taxpayer's representative.

    • Complete notes on Form 5464, Case Chronology Record, evidencing the process used to obtain any such waiver.

  14. For the specific format and structure of a closing agreement, see IRM 4.75.25.8.

  15. Obtain the taxpayer's verbal approval of the agreement. Don't have the taxpayer sign the agreement at this time.

  16. For further in depth technical guidance on preparing closing agreements, see IRM 8.13.1, Closing Agreements.

4.75.25.6.5  (02-13-2013)
Approval of the Agreement(s)

  1. Area Counsel, the EOCAC, and the Director, EO:E must approve the draft closing agreement before the taxpayer signs it.

  2. Examiner: Prepare the Agreement Approval Cover Sheet (Exhibit 4.75.25-3). Provide the draft agreement, a memo requesting Counsel's concurrence, and the cover sheet to your manager. The documents may be electronically signed. Document recipients: forward the documents via secure e-mail or OCS to the next person in line on the table below if you concur with the agreement.

    If the... Concurs... Disagrees...
    Group Manager Initial approval on the cover sheet. Initial disapproval on the cover sheet. Work with the agent to redo the closing agreement or to end the process.
    Area Manager Initial approval on the cover sheet. Initial disapproval on the cover sheet. Send the cover sheet back to the Group Manager. Call the Group Manager to explain your reasons for rejecting the agreement.
    Area Counsel Initial approval on the cover sheet. Write a memo explaining Counsel's support of the agreement. Forward the documents to the EOCAC. Initial disapproval on the cover sheet. Write a memo to the group setting forth the legal deficiencies, suggesting possible alternatives. Return the cover sheet to the Group Manager with your memo. Send a copy of the memo to the Area Manager.
    EOCAC Initial approval on the cover sheet. Brief the Manager, EPR. Initial disapproval on the cover sheet. Conference call the Area Manager, Group Manager, and examiner to explain the reasons for disapproval.
    Manager, EPR The EOCAC briefs the Director, EO:E. The EOCAC provides the Director, EO:E with the cover sheet, the draft agreement, and the Counsel memo. The EOCAC holds a briefing with the Area Manager, Area Counsel, Group Manager, and examiner to discuss the concerns of the Manager, EPR.
    Director, EO:E Initial approval on the cover sheet. Return the cover sheet to the EOCAC. The EOCAC returns the cover sheet, Counsel memo, and draft closing agreement to the Group Manager. Initial disapproval on the cover sheet and return it to the EOCAC. The EOCAC holds a conference call with the Group Manager and the agent to discuss why the Director, EO:E disapproves of the agreement. The EOCAC returns the documents to the Group Manager.

    Note:

    Examiner: In the memo to Counsel, provide a computation of the tax or an explanation as to how the examiner determined the tax liability. Also provide an explanation or justification if the agreement doesn't assess penalties and/or interest.

  3. If the EOCAC has any concerns about the terms of the closing agreement, the EOCAC:

    1. Contacts the examiner and/or group manager.

    2. Sets forth the reason(s).

    3. Suggests alternatives.

    4. Briefs the Director, EO:E as necessary.

4.75.25.6.5.1  (02-13-2013)
Final Approval Signatures - Taxpayer

  1. Examiner: perform all of the following actions, unless otherwise indicated.

  2. Upon receipt of the Agreement Approval Cover Sheet from the Director, EO:E, prepare an original, duplicate, and triplicate closing agreement.

  3. In the upper right corner of the first page, type the following:

    On the: Type:
    Original (Original) ORIGINAL
    Duplicate (Duplicate) DUPLICATE (Taxpayer's Copy)
    Triplicate (Triplicate) TRIPLICATE (Administrative File Copy)

  4. Enter the organization's legal name and TIN on the signature page. Following this are the lines for the signature, title of an authorized officer or authorized representative and date signed.

  5. Send the closing agreements to the taxpayer for signature. The taxpayer or the representative must sign the closing agreements before the Director, EO:E signs.

  6. Solicit payment of the closing agreement liability. If more than one taxpayer is involved, solicit separate checks.

    Note:

    This should ensure we properly post the payments and prevent erroneous refunds.

  7. The taxpayer must sign and date the original, duplicate and triplicate copies of the closing agreement. Where an authorized representative signs an agreement for a taxpayer, attach the executed power of attorney to the original of the agreement.

  8. An agreement tendered with the taxpayer's signature is the taxpayer's offer to enter into a closing agreement.

  9. Once the taxpayer signs the closing agreement, don't make additional changes or additions to the agreement.

  10. Be aware that the taxpayer or representative may try to make changes to the agreement. If they do, consult the EOCAC. Changes may be permitted, however:

    1. They are to initial and date any additions or corrections made to the closing agreement.

    2. If they substitute a new page, they must initial and date the bottom of the page.

    3. If they make any alterations or erasures to material provisions, determine whether the closing agreement is still appropriate.

    4. If, based on their changes, the agreement is no longer appropriate, proceed with proposed revocation and/or other adverse action.

    5. If a revised closing agreement is appropriate, redraft the closing agreement. Go through the procedures in IRM 4.75.25.6.4.

  11. The closing agreement is not in effect until the Director, EO:E approves and signs the agreement.

  12. Don't accept facsimile signatures or name stamps on a closing agreement from either party. See IRC 6061 and the accompanying regulations.

  13. If obtaining signatures from each party on all copies of the agreement is impracticable or inconvenient, consult with Area Counsel. Examples include:

    • Large numbers of individuals/entities party to the agreement, such as a 40 member board of trustees of a university.

    • Substantial geographic separation of the parties, such as the officers being located in Alaska and Florida.

4.75.25.6.5.2  (02-13-2013)
Examiner's Responsibilities Upon Receipt of Signed Agreement from Taxpayer

  1. Examiner: perform all of the following actions, unless otherwise indicated.

  2. Ensure the closing agreement is in proper order. Sign and date the reverse of the last page of the original as the Receiving Officer. See Exhibit 4.75.25-5.

  3. Process the remittance. If there isn't a return, prepare a remittance package consisting of:

    • Form 3244-A, Payment Posting Voucher

    • Remittance (check/money order)

    • Form 3210, Document Transmittal

  4. If a delinquent return is received, make copy before processing original.

  5. Prepare Form 3244-A. See Exhibit 4.75.25-14.

  6. Prepare Form 3210 to ship the package to the FAST. See IRM 10.2.13.4.4.1, Shipping Personally Identifiable Information, for instructions as to what to list on the Form 3210.

  7. Send the remittance package overnight to the FAST for processing.

  8. Prepare Form 5666 for a future year follow-up.

  9. Forward to the EOCAC the:

    • Three signed copies of the closing agreement

    • A copy of Form 3244-A showing proof of payment

    • The memo addressed to the EOCAC

    • The completed Form 5666

4.75.25.6.5.3  (02-13-2013)
Approval and Execution of Closing Agreement

  1. EOCAC: Upon receipt of the three signed copies:

    1. Ensure the closing agreement is in proper order.

    2. Sign and date the reverse of the last page of the Original as Reviewing Officer. See Exhibit 4.75.25-5.

    3. Initial the cover sheet.

    4. Prepare a memo to the Director, EO:E. See Exhibit 4.75.25-6.

    5. Forward the memo, the three signed copies, and power-of-attorney, if filed, to the Director, EO:E.

  2. Director, EO:E: (unless it's a Joint Committee case):

    1. Sign and date the three copies.

    2. Initial and date the cover sheet.

    3. Return the signed agreements to EOCAC.

  3. If a Joint Committee case, submit the agreement as part of the original Joint Committee letter. However, the report or transmittal is to contain a statement indicating tentative approval of the closing agreement by the Director, EO:E. If the Joint Committee approves the proposed closing, the Director, EO:E signs the closing agreement.

  4. In those situations where an issue is resolved early in the audit, such as Fast Track Settlement or Early Referral to Appeals, and it is known or likely that the case will required a report to the JCT, the examiner will request an advanced review of the closing agreement by the JCT prior to the case closing. If the examiner wishes to pursue this option, the examiner will prepare a cover memo and forward a copy of the closing agreement and any relevant supporting documents to the Joint Committee Specialist group. A specialist will forward the documents to the JCT. After review by JCT, the agreement can be signed by the appropriate Service official.

  5. If not approved by Director, EO:E, the EOCAC will contact the group manager and explain the reasons.

4.75.25.6.6  (02-13-2013)
Post Approval Actions

  1. EOCAC: Upon receipt of the executed closing agreement from Director, EO:E:

    1. Make a copy of the Original for your retention.

    2. If the taxpayer's representative is authorized to receive notices, make a copy of the Duplicate.

    3. Mail the Duplicate to the taxpayer. See Exhibit 4.75.25-7.

    4. If authorized, mail the copy of the Duplicate to the taxpayer's representative. See Exhibit 4.75.25-8.

    5. Attach a copy of the transmittal letter(s) to the Triplicate.

    6. Return the Original and Triplicate to the examiner.

  2. Examiner: Upon receipt of file from the EOCAC, attach the Original to the taxpayer's most recent return in the file covering the year to which the agreement pertains.

  3. Provide instructions regarding disclosure on all returns in the case file subject to disclosure under IRC § 6104(a) or (b) for the years to which the agreement pertains.

    If the closing agreement is ... Then attach to the front of the return a separate Form 3198-A containing the statement in...
    Attached to a return that is subject to disclosure (e.g., most recent Form 990) Exhibit 4.75.25-12 Item A
    Not attached to a return that is subject to disclosure (e.g., older Form 990) Exhibit 4.75.25-12 Item B
    Attached to a return that isn't subject to disclosure (e.g., most recent Form 4720) Exhibit 4.75.25-12 Item C
    Not attached to a return that isn't subject to disclosure (e.g., older Form 4720) Exhibit 4.75.25-12 Item D

  4. Retain the executed Triplicate agreement, copy of the report transmittal (or pertinent workpaper pages if no transmittal,) and the report of examination in the Administrative File.

4.75.25.6.6.1  (02-13-2013)
Closing Agreement Package

  1. Examiner: perform all of the following actions, unless otherwise indicated.

  2. After the EOCAC returns the Original and Triplicate closing agreement, prepare a closing agreement package to assess the tax, if applicable, and close the case. The closing agreement package contains:

    1. Closing agreement

    2. Form 4549-A, Form 4883, or other report form

    3. Form 5599 for the closing agreement return

    4. Form 3198-A attached to the front of package

  3. Enter appropriate instructions on Form 3198-A as follows:

    If ... Then enter "EO Closing Agreement" ...
    No assessment. "with No Tax Assessment - close off AIMS."
    An assessment is to be made on a taxable return and the statute isn't imminent. "with Tax Assessment. Assess tax using Form 5599. "
    An assessment is to be made on a taxable return and the statute is imminent (60 days or less). "with Tax Assessment. Statute expires (insert date). Prepare Form 2859."
    An assessment is to be made on a non-taxable return and the statute isn't imminent. "with Assessment on Non-Taxable Return. Assess using Form 5599."
    An assessment is to be made on a non-taxable return and the statute is imminent (60 days or less). "with Assessment on Non-Taxable Return. Statute expires (insert date). Prepare Form 2859."
    An assessment is to be made on a NMF Return (i.e., Form 990-BL or Form 4720-A). "with Tax Assessment on NMF Return - Prepare Form 5734."
    Note: Include on Form 3198-A instructions to ESS to not assess penalties and/or interest if the closing agreement provides for non-assessment.

  4. Send the closing agreement package and the case/administrative file to ESS for additional processing and to close off AIMS/RCCMS.

4.75.25.7  (02-13-2013)
Walk In Initiated Closing Agreements

  1. Any taxpayer may initiate the closing agreement process. Non-exam initiated closing agreement requests are called "walk-ins" .

  2. The EOCAC handles all walk-in requests. The EOCAC tracks the case on RCCMS, but doesn't establish the case on AIMS.

  3. The Manager, Review Staff may appoint additional staff to assist in the processing of walk-in closing agreements.

  4. If a taxpayer contacts an examiner and/or group manager to verbally discuss a walk-in closing agreement, refer the taxpayer and/or representative to the EOCAC.

  5. If a taxpayer submits a written walk-in closing agreement request, forward it using Form 3210 to the EOCAC at:
    Internal Revenue Service
    Attn: EOCAC
    1100 Commerce St. MC 4920 DAL
    Dallas, TX 75242

  6. Closing agreements involve a six step process:

    1. Obtaining information to determine if an agreement is an option.

    2. Obtaining authorization to negotiate an agreement.

    3. Negotiating the agreement.

    4. Preparing a draft agreement.

    5. Obtaining approval of the agreement.

    6. Processing the approved agreement.

  7. The taxpayer is allowed to remain anonymous until the draft closing agreement is prepared.

4.75.25.7.1  (02-13-2013)
Obtaining Information to Determine if an Agreement is an Option

  1. Any taxpayer may request to enter into a closing agreement. The taxpayer:

    1. Explains why a closing agreement is appropriate.

    2. Describes the advantage(s) to us, and indicate how we will sustain no disadvantage(s) because of a closing agreement.

    3. Provides a detailed description of the method proposed for correcting the non-compliant activities.

    4. Describes each step of the correction method in narrative form. The description must include specific information to support the suggested correction method.

    5. Explains how they will achieve future compliance.

    6. Describes proposed methodology to calculate any tax, interest and penalty.

  2. The EOCAC determines whether a closing agreement may be appropriate and if so, asks the taxpayer to submit a written request. The taxpayer's request should include, but is not limited to, the facts, legal analysis and proposed terms of the closing agreement.

  3. Upon receipt of a written request, the EOCAC establishes the case on RCCMS. The EOCAC leaves Update AIMS unchecked. The EOCAC generates a Form 5464, Case Chronology Record, to track actions taken with respect to the closing agreement.

  4. The EOCAC requests any additional documentation as needed from the taxpayer to fully develop the taxpayer's proposal. The EOCAC may issue a Form 5464, Information Document Request. Use the cover letter at Exhibit 4.75.25-11 for these purposes.

  5. The EOCAC reviews the taxpayer's written request. If appropriate, the EOCAC proceeds to the next step, which is obtaining approval to negotiate.

4.75.25.7.2  (02-13-2013)
Authorization to Negotiate

  1. The Director, EO:E approves any negotiations to arrive at a closing agreement and any finalized closing agreements.

  2. The EOCAC doesn't start negotiating a closing agreement without first obtaining approval.

  3. The EOCAC prepares the Agreement Approval Cover Sheet (Exhibit 4.75.25-3 and the short memo described in IRM 4.75.25.6.2 (4)). The EOCAC initials the cover sheet and opens a dialogue with Area Counsel to vet the request. The EOCAC will document the advice provided by Area Counsel.

  4. The EOCAC submits the memo and cover sheet to the Director, EO:E.

  5. If the Director, EO:E concurs, the memo and cover sheet are returned to the EOCAC. If the Director, EO:E doesn't concur, the cover sheet is returned to the EOCAC, who notifies the taxpayer that the request is denied. See Exhibit 4.75.25-9.

4.75.25.7.3  (02-13-2013)
Negotiation

  1. The guidance on negotiation is identical for walk-in and exam initiated closing agreements. See IRM 4.75.25.6.3.

4.75.25.7.3.1  (02-13-2013)
Preparation

  1. Determine who should/will be present for the negotiation. The taxpayer's representative(s) may be present. In some situations, the entire board of an organization may be present during negotiations. Many practitioners try to negotiate without their client present, which can prolong the process.

  2. The EOCAC is the primary negotiator. The negotiation team may include:

    • Area Counsel

    • Chief Counsel

    • EO:RA:T

    • Personnel from other divisions that may be impacted by the negotiations

  3. Preparing to negotiate a closing agreement is otherwise identical for walk-in and exam initiated closing agreements. See IRM 4.75.25.6.3.1 (3) through IRM 4.75.25.6.3.1 (9).

4.75.25.7.3.2  (02-13-2013)
Information Exchange

  1. Prior to negotiating, review the information previously obtained. This includes any documents secured from the taxpayer and any correspondence.

  2. Determine whether additional information is needed from the taxpayer. Issue a Form 4564, Information Document Request, to ask for those items necessary to the negotiation. Use the cover letter at Exhibit 4.75.25-11.

  3. During the negotiation, either side may request additional items. For requests from the taxpayer, promptly provide the materials requested, unless prohibited by disclosure laws (e.g., confidential informant identity, other taxpayer's return information, etc.).

    Example:

    During the negotiation, the taxpayer asks what the tax consequences would be if taking a certain action. Perform the tax computation(s) and provide the taxpayer with the result.

  4. Set mutually agreed upon deadlines to provide/receive information. See IRM 4.75.25.5 (3). If extensions of time are needed, document the request and the reason for the request. Obtain statute extensions as needed.

4.75.25.7.3.3  (02-13-2013)
Bargaining

  1. The EOCAC or designee is the lead negotiator. As the lead negotiator, the EOCAC is to advise the taxpayer:

    1. A closing agreement is an attempt to fashion an evenhanded resolution of the differences and we're under no obligation to continue the process if the parties can't reach an agreement.

  2. The bargaining process for walk-in and exam initiated closing agreements are otherwise identical. See IRM 4.75.25.6.3.3 (2) through IRM 4.75.25.6.3.3 (8) for guidance on the bargaining process.

    Exception:

    If both parties are unable to complete negotiations for the terms of a closing agreement, the EOCAC terminates the process.

4.75.25.7.4  (02-13-2013)
Preparing a Draft Agreement

  1. Once the resolution of the issues is agreed upon, prepare the closing agreement. State each matter clearly as to reasonably lead to only one interpretation. Although the material in the case file may adequately explain the intent of the agreement, it must speak for itself and will be the primary basis of future action. Avoid using subjective terms, such as substantial, reasonable, and due diligence. Make the closing agreement very objective and easily enforceable.

  2. If desired, let the taxpayer craft the closing agreement. Area Counsel will review and revise the document as needed.

  3. Include all essential information in the closing agreement. Use statutory terms where applicable.

    Example:

    State to whom the issue pertains. Avoid ambiguity.

  4. The taxpayer is to be in compliance in both exemption and tax issues before the agreement is executed.

  5. Don't require the taxpayer to make changes after execution of the agreement. Keep concurrent actions to a minimum.

  6. Closing agreements should not contain executory provisions (i.e., requiring actions to be performed in the future). If the taxpayer is unable to pay in full at the time of execution, prepare a separate installment agreement request. The existence of an installment agreement may be referenced in the closing agreement, but the terms of the installment agreement are to be left out of the closing agreement. For more on installment agreements, see IRM 4.75.16.5.7.

  7. If organizational documents need to be amended, secure the amendment and describe the changes in the closing agreement.

  8. State completely and explicitly the conditions the taxpayer either has completed or must complete to achieve compliance. Explicitly describe the actions the taxpayer must take prior to or concurrent with the execution of the agreement.

  9. Specify in the agreement the amount of tax, penalties, and interest owed.

  10. The only dollar amounts in a closing agreement are tax, penalty, and interest.

  11. The following lists the required elements of the closing agreement.

    Include in the closing agreement:
    The names, addresses, and TINs of all parties to the agreement.
    The relevant facts, including our proposed adverse action.
    A statement instructing the taxpayer to remit the total amount due by certified check(s), cashier's check(s), or similar instrument payable to the United States Treasury when the taxpayer and/or authorized representative signs and returns the agreement for approval.
    Statements advising:
      - The payment to us isn't deductible for federal tax purposes.
      - Treatment we accord the taxpayer, such as retention of tax exemption.
      - The agreement is limited to Internal Revenue Code matters and doesn't extend to other federal or state law.
      - That an exempt taxpayer can't contest the liability in any court.
      - The taxpayer of the finality of the closing agreement.

  12. Per the Restructuring and Reform Act of 1998, Section 3468, the closing agreement shouldn't contain any taxpayer release of any right of action against the Internal Revenue Service or its employees for:

    • Civil rights violations

    • Other non-tax actions

    • Any other action taken in connection with the federal tax laws

    which may be available to the taxpayer unless:

    1. The taxpayer knowingly and voluntarily waives this right.

    2. An IRS employee makes the request in person and the taxpayer's attorney or representative is present.

    3. We make the request in writing to the taxpayer's attorney or representative.

  13. If such a release is the subject of discussion, the EOCAC will discuss the matter with EO:RA:T. If they determine the waiver request is appropriate, include in the file:

    • Signed and dated documentation from the taxpayer or the taxpayer's representative.

    • Complete notes on Form 5464, Case Chronology Record, evidencing the process used to obtain any such waiver.

  14. For the specific format and structure of a closing agreement, see IRM 4.75.25.8.

  15. Obtain the taxpayer's verbal approval of the agreement. Don't have the taxpayer sign the agreement at this time.

  16. For further in depth technical guidance on preparing closing agreements, see IRM 8.13.1, Closing Agreements.

4.75.25.7.5  (02-13-2013)
Approval of the Agreement(s)

  1. Area Counsel, the EOCAC, and the Director, EO:E must approve the draft closing agreement.

  2. EOCAC: Prepare the Agreement Approval Cover Sheet (Exhibit 4.75.25-3). Provide the draft agreement, a memo requesting Counsel's concurrence, and the cover sheet to Area Counsel. The documents may be electronically signed. Document recipients: forward the documents via secure e-mail or OCS to the next person in line on the table below if you concur with the agreement.

    If the... Concurs... Disagrees...
    Area Counsel Initial approval on the cover sheet. Write a memo explaining Counsel's support of the agreement. Forward the documents to the EOCAC. Initial disapproval on the cover sheet. Write a memo to the EOCAC setting forth the legal deficiencies, suggesting possible alternatives. Return the cover sheet to the EOCAC with your memo. The EOCAC returns to negotiations with the taxpayer, or if necessary issues the denial letter. Exhibit 4.75.25-9
    EOCAC Initial approval on the cover sheet. Brief the Manager, EPR. Resume negotiations or inform the taxpayer that a closing agreement isn't possible and issue the denial letter. Exhibit 4.75.25-9
    Manager, EPR The EOCAC briefs the Director, EO:E. The EOCAC provides the Director with the cover sheet, the draft agreement, and the Counsel memo. The EOCAC talks to the taxpayer to discuss the issues identified by the Manager, EPR. If needed, the EOCAC resumes negotiations or if necessary issues the denial letter. Exhibit 4.75.25-9
    Director, EO:E Initial approval on the cover sheet. Return the cover sheet to the EOCAC. Initial disapproval on the cover sheet and return it to the EOCAC, who will inform the taxpayer that a closing agreement is off the table and issue the denial letter. Exhibit 4.75.25-9

    Note:

    EOCAC: In the memo to Counsel, provide a computation of the tax or an explanation as to how the examiner determined the tax liability. Also provide an explanation or justification if the agreement doesn't assess penalties and/or interest.

4.75.25.7.5.1  (02-13-2013)
Final Approval Signatures - Taxpayer

  1. EOCAC: perform all of the following actions, unless otherwise indicated.

  2. Upon receipt of the Agreement Approval Cover Sheet from the Director, EO:E, prepare an original, duplicate, and triplicate closing agreement.

  3. In the upper right corner of the first page, type the following:

    On the: Type:
    Original (Original) ORIGINAL
    Duplicate (Duplicate) DUPLICATE (Taxpayer's Copy)
    Triplicate (Triplicate) TRIPLICATE (Administrative File Copy)

  4. Enter the organization's legal name and TIN on the signature page. Following this are the lines for the signature, title of an authorized officer or authorized representative and date signed.

  5. Send the closing agreements to the taxpayer for signature. The taxpayer or the representative must sign the closing agreements before the Director, EO:E signs.

  6. Solicit payment of the closing agreement liability. If more than one taxpayer is involved, solicit separate checks.

    Note:

    This should ensure we properly post the payments and prevent erroneous refunds.

  7. The taxpayer must sign and date the original, duplicate and triplicate copies of the closing agreement. Where an authorized representative signs an agreement for a taxpayer, attach the executed power of attorney to the original of the agreement.

  8. An agreement tendered with the taxpayer's signature is the taxpayer's offer to enter into a closing agreement.

  9. Once the taxpayer signs the closing agreement, don't make additional changes or additions to the agreement.

  10. Be aware that the taxpayer or representative may try to make changes to the agreement. Changes may be permitted, however:

    1. They are to initial and date any additions or corrections made to the closing agreement.

    2. If they substitute a new page, they must initial and date the bottom of the page.

    3. If they make any alterations or erasures to material provisions, determine whether the closing agreement is still appropriate.

    4. If, based on their changes, the agreement is no longer appropriate, notify the taxpayer that the closing agreement is not acceptable.

    5. If a revised closing agreement is appropriate, redraft the closing agreement. Go through the procedures in IRM 4.75.25.7.4.

  11. The closing agreement is not in effect until the Director, EO:E approves and signs the agreement.

  12. Don't accept facsimile signatures or name stamps on a closing agreement from either party. See IRC 6061 and the accompanying regulations.

  13. If obtaining signatures from each party on all copies of the agreement is impracticable or inconvenient, consult with Area Counsel. Examples include:

    • Large numbers parties to the agreement, such as a 40 member board of trustees of a university.

    • Substantial geographic separation of the parties, such as the officers being located in Alaska and Florida.

4.75.25.7.5.2  (02-13-2013)
EOCAC's Responsibilities Upon Receipt of Signed Agreement from Taxpayer

  1. Ensure the closing agreement is in proper order. Sign and date the reverse of the last page of the original as the Receiving Officer. See Exhibit 4.75.25-5.

  2. Obtain the signature of the Manager, Review as the Reviewing Officer.

  3. Prepare Form 3244-A. See Exhibit 4.75.25-14.

  4. Prepare Form 3210 to ship the package to the FAST. See IRM 10.2.13.4.4.1 , Shipping Personally Identifiable Information, for instructions as to what to list on the Form 3210.

  5. Prepare Form 5666 for a future year follow-up.

  6. Upon receipt of remittance without a return, prepare a Closing Agreement remittance package consisting of:

    • Form 3244-A

    • Remittance (check/money order)

    • Form 3210

  7. Send the remittance package overnight to the FAST for processing.

  8. Initial the cover sheet.

  9. Prepare a memo to the Director, EO:E. See Exhibit 4.75.25-6.

  10. Forward the memo, the three signed copies, and power-of-attorney, if filed, to the Director, EO:E.

  11. Process the check and delinquent return, if applicable. See IRM 4.75.25.6.5.2 (4).

4.75.25.7.5.3  (02-13-2013)
Approval and Execution of Closing Agreement

  1. Director, EO:E: (unless it's a Joint Committee case):

    1. Sign and date the three copies

    2. Initial and date the cover sheet

    3. Return the signed agreements to the EOCAC

  2. If a Joint Committee case, submit the agreement as part of the original Joint Committee letter. However, the report or transmittal is to contain a statement indicating tentative approval of the closing agreement by the Director, EO:E. If the Joint Committee approves the proposed closing, the Director, EO:E signs the closing agreement.

  3. In those situations where an issue is resolved early in the audit, such as Fast Track Settlement or Early Referral to Appeals, and it is known or likely that the case will required a report to the JCT, the examiner will request an advanced review of the closing agreement by the JCT prior to the case closing. If the examiner wishes to pursue this option, the examiner will prepare a cover memo and forward a copy of the closing agreement and any relevant supporting documents to the Joint Committee Specialist group. A specialist will forward the documents to the JCT. After review by JCT, the agreement can be signed by the appropriate Service official.

4.75.25.7.6  (02-13-2013)
Post Approval Actions

  1. EOCAC: Upon receipt of the executed closing agreement from Director, EO:E:

    1. Make a copy of the Original for your retention.

    2. If the taxpayer's representative is authorized to receive notices, make a copy of the Duplicate.

    3. Mail the Duplicate to the taxpayer. See Exhibit 4.75.25-7.

    4. If authorized, mail the copy of the Duplicate to the taxpayer's representative. See Exhibit 4.75.25-8.

    5. Attach a copy of the transmittal letter(s) to the Triplicate.

  2. Attach the ORIGINAL to the taxpayer's most recent return in the file covering the year to which the agreement pertains.

  3. Provide instructions regarding disclosure on all returns in the case file subject to disclosure under IRC § 6104(a) or (b) for the years to which the agreement pertains.

    If the closing agreement is ... Then attach to the front of the return a separate Form 3198-A containing the statement in...
    Attached to a return that is subject to disclosure (e.g., most recent Form 990) Exhibit 4.75.25-12 Item A
    Not attached to a return that isn't subject to disclosure (e.g., older Form 990) Exhibit 4.75.25-12 Item B
    Attached to a return that isn't subject to disclosure (e.g., most recent Form 4720) Exhibit 4.75.25-12 Item C
    Not attached to a return that isn't subject to disclosure (e.g., older Form 4720) Exhibit 4.75.25-12 Item D

  4. Retain the executed Triplicate agreement and the copy of the report transmittal (or pertinent workpaper pages if no transmittal,) in the Administrative File.

4.75.25.7.6.1  (02-13-2013)
Closing Agreement Package

  1. EOCAC: Prepare a closing agreement package to assess the tax, if applicable, and close the case. The closing agreement package contains:

    1. Closing agreement

    2. Form 4549-A, Form 4883, or other report form

    3. Form 3198-A attached to the front of the package

    4. Form 3870 attached to the back of the package

  2. Enter appropriate instructions on Form 3198-A as follows:

    If ... Then enter "EO Closing Agreement" ...
    No assessment. "with No Tax Assessment - close off RCCMS."
    An assessment is to be made on a taxable return. The statute isn't imminent. "(Walk-in Taxpayer) - Taxable Return -close off RCCMS. Prepare Form 3870."
    An assessment is to be made on a taxable return. The statute is imminent (60 days or less). "(Walk-in Taxpayer) - Taxable Return -close off RCCMS. Statute expires (insert date). Prepare Form 2859."
    An assessment is to be made on a non-taxable return. The statute isn't imminent. "(Walk-in Taxpayer) - Non-Taxable Return - close off RCCMS. Prepare Form 5734 for Non Master File. Prepare Form 3870 for Master File."
    An assessment is to be made on a non-taxable return. The statute is imminent (60 days or less). "(Walk-in Taxpayer) - Non-Taxable Return - close off RCCMS. Statute expires (insert date). Prepare Form 2859."
    Note: Include on Form 3198-A instructions to ESS to not assess penalties and/or interest if the closing agreement provides for non-assessment.

4.75.25.8  (02-13-2013)
Closing Agreement Document

  1. When creating a closing agreement, you may opt to use Form 866, Agreement As to Final Determination of Tax Liability, and/or Form 906, Closing Agreement On Final Determination Covering Specific Matters. If not using Form 866 or Form 906, ensure that the closing agreement contains the same information indicated in the top of Form 906.

    Note:

    Form 866 is used strictly for determinations of tax liability. Use Form 906 for exemption and/or status issues.

  2. To ensure accuracy in the creation of the closing agreement, consider using Form 4222, Closing Agreement Checklist to prevent procedural errors.

4.75.25.8.1  (02-13-2013)
Closing Agreement Format

  1. The agreement begins with a standard caption at the top, which states the nature of the document. Accurately set forth the names of all parties to the closing agreement at the beginning of the agreement and in the "signature thereto" section. Put the TIN at the beginning of the document.

  2. The identification of the parties is followed by one or more "WHEREAS" clauses, which serve to introduce the subject matter of the agreement and state the premises upon which it's based. The "WHEREAS" clauses are the informative and explanatory elements. These clauses reflect as accurately as possible those facts germane to the determinations that follow.

  3. Separate the actual matters agreed upon from the introduction and precede with the caption "NOW, THEREFORE, IT IS HEREBY DETERMINED AND AGREED," followed by the qualification "for federal tax purposes that" and:

    1. List the items agreed upon in separately numbered determination clauses logically grouped for clarity.

    2. Draft each clause with the view that it's a continuation of the "HEREBY DETERMINED" statement.

  4. The "THEREFORE" clauses are to match the" WHEREAS" clauses. The "THEREFORE" clauses set forth the resolution of the "WHEREAS" clauses.

  5. Where the closing agreement (exclusive of attachments) consists of more than one page:

    1. Number each page at the bottom "Page __ of ___" .

    2. On the top of each page after the first, state the following: "Closing Agreement with (Name of Taxpayer)" .

  6. Where there are several parties involved in the agreement, follow the instructions contained in Rev. Proc. 68-16, section 6.04, paragraph four.

  7. Exhibit 4.75.25-4 contains an illustration of the closing agreement format as to final determination covering specific matters.

4.75.25.8.2  (02-13-2013)
Public Disclosure Requirements

  1. Don't require a taxpayer to remain silent as a term of any closing agreement. There may be limited instances where it's best to allow us to respond to inquiries or inaccuracies regarding the case. There also may be instances in which we have a bona fide objective to make known the circumstances surrounding the examination and the closing agreement.

  2. If we determine such a provision is in the best interests of the government, request the taxpayer to make the agreement public in its totality, or issue a public statement summarizing the content of the closing agreement and any other relevant facts.

  3. If the taxpayer agrees to issue a news release or other public disclosure of the agreement, prescribe the conditions and manner for public disclosure of any or all of its terms in the closing agreement as follows:

    1. Include the text of the news release or other text as agreed upon by the parties.

    2. Specify the release conditions, including the date and time of issuance, and the parties to whom it will be sent.

  4. Area Counsel and Disclosure must concur in instances in which we use any public disclosure or disclosure waiver provisions in a closing agreement. Counsel must also approve the public statement and privacy matters, closing agreement language, and any consent authorizing us to disclose tax information.

  5. The closing agreement is to address the consequences if the taxpayer fails to issue the public statement.

    Example:

    The agreement might provide that if the taxpayer fails to make the agreed upon public statement, we would do so.

  6. The Area Manager sends the public disclosure or disclosure waiver provisions set forth in a closing agreement plus the consent, if applicable, authorizing us to disclose information to the public affairs office for their area and to the Director, Customer Education & Outreach.

4.75.25.8.3  (02-13-2013)
Payment of Closing Agreement Liability

  1. The taxpayer must make full payment of the liability upon signing the agreement. Where the taxpayer is unable to make full payment, the closing agreement should indicate that prior to or simultaneously with the execution of the agreement the taxpayer entered into an installment agreement providing for full payment of the liability resolved in the closing agreement.

  2. IRM 5.14.1.6(3) provides that multi-functional installment agreement authority is limited to certain types of accounts with an aggregate unpaid balance of assessments less than or equal to ≡ ≡ ≡ ≡ ≡ ≡ .

  3. If the liability is greater than $25,000, consult with Area Counsel about the use of an installment agreement.

4.75.25.9  (02-13-2013)
Tax Assessments

  1. We must assess the taxpayer's liability pertaining to a closing agreement when closing the case. We won't delay assessment of the liability pending payment.

  2. ESS assesses the liability pertaining to a closing agreement on the return to which the liability applies.

  3. If the taxpayer hasn't filed a required tax return, secure the return and any payment due from the taxpayer.

  4. If the taxpayer files a delinquent tax return or fails to file a delinquent tax return, but executes an agreement (i.e., signs a Form 870, 2504, 4549, or other waiver/agreement form) to a revenue agent report prepared as a substitute for the tax return, the agreed report constitutes a return under IRC § 6020(a).

  5. The executed closing agreement and Form 4549-A, Income Tax Examination Changes (or other report form, such as Forms 4666, 4883, 5385, etc.,) signed by the examiner, provides ESS with the authority and information to make the assessment.

  6. Enter the amount of the closing agreement liability in the "Penalties" section of the Form 4549-A or other report form.

4.75.25.9.1  (02-13-2013)
Taxable Return Assessment - Master File Returns

  1. Examiner: prepare Form 5599 as follows:

    1. Item 07 - Hold Code, enter 2.

    2. Item 12 - Tax Liability Adjustment, enter transaction code 300 and the agreed amount of tax

    3. Item 12 - Tax Liability Adjustment, enter the appropriate penalty transaction code and the agreed amount of penalties. See Document 6209Section 8A, Transaction Codes.

    4. Item 13 - Disposal Code, enter 12.

      Note:

      If the statute expiration is imminent, enter transaction code 300 with a .00 amount. Enter the amount of tax and/or penalties to be assessed in Item 35 - Manual Assessment Amount.

    The same instructions apply to the closing records within RCCMS.

  2. ESS: use Form 5599 to:

    1. Assess additional tax on taxable Business Master File (BMF) return(s) timely filed.

    2. Assess tax on BMF substitute for return(s) after the substitute return(s) has (have) posted to Master File as TC 150.

    3. Record additional tax on taxable Non-Master File return(s) for statistical purposes only. Prepare Form 2859, Request of Quick or Prompt Assessment, to assess the additional tax. (See IRM 4.4.25.)

    4. Close the case off AIMS.

4.75.25.9.2  (02-13-2013)
Taxable Return Assessments - Non-Master File Returns

  1. ESS: perform all of the following actions, unless otherwise indicated

  2. Use manual processing only for Non-Master File (NMF) cases.

  3. Manually process any closing agreements for:

    • Forms 990-BL

    • Forms 4720-A

    Note:

    Refer to IRM 21.7.7.4.11.3 for a discussion of processing Forms 4720-A.

  4. Prepare and use Form 2859 to make an assessment to Non-Master File.

4.75.25.9.3  (02-13-2013)
Non-Taxable (Information) Return Assessments

  1. The closing agreement could impose an assessment against an exempt organization information return (e.g., Form 990, Return of Organization Exempt from Income Tax) under an examination controlled on AIMS.

  2. Examiner: Use Form 5599 to assess the liability against an exempt organization information return controlled on AIMS.

  3. To assess the liability and close a non-taxable return off AIMS, prepare Form 5599 as follows:

    1. Item 07 - Hold Code, enter 2.

    2. Item 12 - Tax Liability Adjustment, enter TC 300 and .00.

    3. Item 13 - Disposal Code, enter 12.

    4. Item 15 - Credit and Tax Computation Adjustment, enter Item Adjustment Number 689 and the amount.

      Note:

      Item Adjustment Number 689: EO Closing Agreement Penalty Assessment

    The same instructions apply to the closing records within RCCMS.

  4. ESS: use Form 2859 to make a manual assessment when the statute is imminent, or to input a Transaction Code (TC) 150 and .00 to allow the closing agreement assessment when there are problems with posting a return (TC 150 for .00).

4.75.25.9.4  (02-13-2013)
Tax Assessment for a Return Not on AIMS - Walk In Initiated

  1. Generally, if the closing agreement involves a walk-in request, the case will be controlled on RCCMS. The EOCAC prepares Form 3870 to assess the tax, leaving the transaction code section blank.

  2. Tax assessments for returns not on AIMS are made to NMF via Form 5734 or made to MF via Form 3870. See Exhibit 4.75.25-13.

  3. For instructions on processing payments for walk-in requests, see Exhibit 4.75.25-14.

4.75.25.10  (02-13-2013)
Follow Up Procedures

  1. Once a closing agreement is in effect, the ROO and the EOCAC monitor the taxpayer's compliance with the closing agreement. Failure to comply with the terms of the agreement may result in a follow up examination. The terms of the agreement specify the potential consequences for non-compliance.

  2. In addition to the ROO monitoring, the EOCAC generates quarterly reports for dissemination to the Director, EO:E and Director, EO.

4.75.25.10.1  (02-13-2013)
EOCAC: Responsibilities

  1. Forward a copy of each Form 5666 with a copy of the signed closing agreement, closed during the quarter, (including any background information that may be helpful) to the ROO via Form 3210.

  2. Include in the package a suggested date for follow-up. Depending on the facts and circumstances, recommend a date two to three years in the future to give the organization time:

    • To operate under the terms of the agreement

    • To file returns

  3. Upon receipt of the package in IRM 4.75.25.10.2 (6), place the package in the closing agreement folder.

4.75.25.10.2  (02-13-2013)
ROO: Responsibilities

  1. Once received, create and establish a case on the ROO database for follow up. Use the future year suggested by the EOCAC. Store and maintain the file for follow up in the year suggested by the EOCAC.

  2. At the appropriate time, assign a case to a Tax Examiner (TE) for follow up. The TE:

    1. Sets up the case file (Form 5464, Case Follow-up and Closing Form, (Checksheet)).

    2. Obtains the IDRS prints discussed in Appendix I of the ROO Office Procedures.

    3. Prints the most current two years of returns (Forms 990, 990-EZ, 990-PF, 990-T).

    4. Completes the TE portion of the project check sheet.

  3. Once the TE completes the check sheet, assign the case to a Revenue Agent (RA), as needed. The RA:

    1. Reviews the closing agreement, the returns and the TE portion of the check sheet.

    2. Conducts internet research as needed.

    3. Contacts the organization by telephone or letter if necessary to resolve possible issues.

    4. Completes the RA portion of the project check sheet.

      Note:

      Complete the project check sheet by listing each provision of the closing agreement that must be met by the organization. Be succinct. Don't list the provision word for word.

      Example:

      If one of the provisions is that the board of directors must be expanded to 9 members, list "Board of Directors" .

      Example:

      If one of the requirements is that the board must meet at least quarterly, list "Required Meetings" .

  4. Follow regular unable-to-locate procedures, if necessary.

  5. The RA determines whether the organization is in compliance with the closing agreement.

    If... Then...
    In compliance and no other issues Close the case as "Accept as Filed" .
    Not in compliance Close the case to the field or for an office correspondence examination.
    There are other issues that warrant an examination Close the case to the field or for an office correspondence examination.

  6. Once closed by the RA, the Revenue Agent-In-Charge (RAIC) reviews the case. The RAIC reviews the findings of the RA and documents the RA’s findings (in an Excel spreadsheet along with other pertinent information deemed necessary.) Forward a copy of the closing packet (routing sheet, case chronology, project check sheet and closing letter (not applicable for walk-ins)) to the EOCAC.

4.75.25.10.3  (02-13-2013)
EOCAC: Monitoring Reports

  1. Prepare a quarterly monitoring report for each Area Office detailing closing agreement activities. See the chart below.

    Quarter Due Date
    October 1st - December 31st February 2nd
    January 1st - March 31st May 2nd
    April 1st - June 30th August 2nd
    July 1st - September 30th November 2nd

    See Exhibit 4.75.25-17. Send the report to:

    1. Each Area Manager for their respective area only (exam initiated only)

    2. Review of Operations (ROO)

    3. Director, EO:E

    4. Director, EO

  2. Prepare a further in depth quarterly monitoring report of all Area Offices detailing closing agreement activities. See the chart in IRM 4.75.25.10.3 (1) above for due dates. See Exhibit 4.75.25-18 through Exhibit 4.75.25-22. Send the report to the:

    1. Director, EO:E

    2. Director, EO

  3. Include in the monitoring report:

    1. A breakdown by type of issue.

    2. A description of how the closing agreement resolved the issues.

    3. The number of closing agreements in-process (post approval to negotiate).

    4. The number of closing agreements closed for the quarter.

    5. The number of closing agreement closed year-to-date.

    6. A breakdown of total payment amounts finalized for all agreements in the quarter.

    7. A breakdown of total payment amounts finalized for all agreements year-to-date.

    (Exhibit 4.75.25-18)

  4. Prepare a quarterly narrative feedback report discussing:

    • Trends

    • Common errors identified in closing agreement submissions

    • Problems identified in the closing agreement process

    • Issues lending themselves to closing agreements

    • Issues that don't lend themselves to closing agreements

    • Other observations

    Note:

    The Director, EO:E shares this report with the Area Managers

    .

  5. Submit these reports regardless of whether there were closing agreements in process or closed during the quarter or for the year.

Exhibit 4.75.25-1 
Closing Agreement Authority and Finality

Authority
The Commissioner may enter into and approve a written closing agreement with any person relating to the liability of such person in respect of any internal revenue tax for any taxable period ending prior or subsequent to the date of such agreement. (IRC 7121)
We may enter in a closing agreement in any case in which:
  1. There appears to be an advantage in having the case permanently and conclusively closed.

  2. The taxpayer demonstrates good and sufficient reasons for desiring a closing agreement.

  3. The Commissioner determines the United States will sustain no disadvantage through consummation of such an agreement.

(Treasury Regulation §301.7121-1(a))
The Director, EO is delegated the authority to enter into and approve a written agreement with any person relating to the internal revenue tax liability of such person (or of the person or estate for whom he or she acts) for a taxable period or periods ended prior to the date of agreement and related specific items affecting other taxable periods. This doesn't include the authority to set aside any closing agreement. (Delegation Order 8-3 (IRM 1.2.47.4))
The authority may be exercised by the Director, EO Examinations and the Director, EO Rulings and Agreements. (Commissioner, TEGE Delegation Order 11)
Any taxpayer having issues that might result in revocation or taxation, may voluntarily (walk-in) contact the Area Office to resolve outstanding issues by way of a closing agreement.
  1. A closing agreement may be accepted with respect to a taxpayer not under examination. However, we must be furnished sufficient facts and documentation (and may make sufficient examination or inquiry) to warrant acceptance of the agreement. (Section 8.01 of Rev. Proc. 68-16, 1968-1 C.B. 770)

  2. EO personnel may discuss a closing agreement with an anonymous taxpayer; however, discussions may not proceed beyond the draft closing agreement stage without identification of the taxpayer.

  3. The taxpayer will provide a description of the non-compliant activities and the items listed in IRM 4.75.25.7.1 (1).

  4. We may consider more favorably a taxpayer voluntarily approaching us to resolve outstanding issues and agreeing to future voluntary compliance.

Finality
Once the Director, EO:E approves an agreement, it's final and conclusive. We can't reopen the closing agreement as to the matters agreed upon or modified. We may not annul, modify, set aside, or disregard the closing agreement (or any legal action in accordance with it) in any suit, action, or proceeding unless there is a showing of fraud, malfeasance, or misrepresentation of material fact.
The Commissioner may set aside agreements made under IRC 7121(b) upon a showing of fraud or malfeasance, or misrepresentation of a material fact. The Commissioner's authority in this respect hasn't been delegated; therefore, the Commissioner must approve any such actions.

Note:

We don't treat simple unintentional errors as fraud, malfeasance, or misrepresentation that allow reopening of an agreement. (Policy Statement P-4-3 (IRM 1.2.13.1.1) )

The burden of proof in establishing the disqualifying factor falls upon the party seeking to set the agreement aside. (Holmes & Janes, Inc. 30 B.T.A. 74, and Thomas J. Ingram, 32 B.B.T. 1063)
  1. Where EO Examinations believes there is fraud, malfeasance, or misrepresentation, we must conduct an examination of the taxpayer to prove a disqualifying factor.

  2. The taxpayer must retain sufficient documentation to ensure compliance with the closing agreement requirements.

Existence of any disqualifying element is subject to review by a court.
We must base the term "fraud" , as applied under IRC 7121(b), upon evidence showing intent to evade the payment of tax, for which the taxpayer is believed to be liable, as distinguished from mistake, inadvertence, reliance on incorrect technical advice, honest difference of opinion, negligence, or carelessness. (IRM 25.1, Fraud Handbook.)

Note:

Evidence of fraud not related to the issues constituting the basis for the closing agreement will probably be insufficient to sustain setting aside a closing agreement, unless the fraud goes to the agreement itself as in John Kehoe, 34 B.T.A. 59.

The term "malfeasance" imports violation of a public trust or guilt with respect to some form of official act.
The term "misrepresentation" when used as a basis for setting aside a closing agreement connotes intentional deceit. It doesn't refer to a mere mistake of fact or law, whether unilateral or mutual, no matter how material. In the Ingram case, the then Board of Tax Appeals stated: "Obviously the use of the word misrepresentation denotes something more deliberate or more conscious than a mere error or mistake. Otherwise, the entire rationale of a closing agreement would be lost. Congress intended that innocent mistakes be buried in a closing agreement. This still leaves an ample field for protection against an agreement founded in trickery or deception."
Setting aside of a closing agreement, even though deemed justified, is not mandatory. If it's in our best interests to refrain from setting aside the agreement, we may do so.
Any request to set aside a closing agreement must be submitted to the Commissioner, TEGE. The request should include a recommendation and the reasons therefor.

Exhibit 4.75.25-2 
Role of the Exempt Organizations Closing Agreement Coordinator

Exempt Organizations Closing Agreement Coordinator: EOCAC

The EOCAC is a senior employee in one of the Review staffs who is fully experienced in dealing with EO issues.

If EO designates more than one EOCAC, one is the primary contact for communications with other offices.

Duties

Support the fair, impartial, objective, and consistent use of closing agreements for the treatment of similar issues. Thus, the EOCAC retains a copy of all approved closing agreements.

Provide guidance regarding the closing agreement process to tax exempt organizations seeking a closing agreement.

Provide managers and/or examiners advice whenever they are considering a closing agreement to ensure consistency of treatment for similar issues.

Review requests to begin closing agreement negotiations and draft closing agreements (walk ins only) for accuracy, completeness and consistency before submitting them to the Director, EO:E.

Assist with negotiation strategies and actual negotiation.

Contact Area Counsel and/or EO:RA:T concerning legal or technical issues, or the possibility of litigation.

Consider any alterations or erasures to material provisions of the closing agreement throughout the approval process and coordinate with the Director, EO:E.

Review and track closing agreements through signature process.

Provide backup file and information as needed.

Assist with collecting, processing and forwarding payments received under the agreement. See IRM 4.75.25.6.5.1 and IRM 4.75.25.7.5.1.

Follow up to ensure the taxpayer completes all prospective actions including installment payments, if any, within the time frame(s) established in the installment agreement. See IRM 4.75.25.10.1.

Coordinate responses to requests for closing agreement information with Public Affairs and the Disclosure Officer.

Prepare quarterly closing agreement reports. See Exhibit 4.75.25-17 through Exhibit 4.75.25-22.

Exhibit 4.75.25-3 
EO Closing Agreement Approval Sheet

EO Closing Agreement Approval Cover Sheet
Type of closing agreement: Exam:   Walk in:  
Name of Organization:  
EIN:   Tax Years:  
Statute Expiration Date(s):  
Request for Approval to Begin Closing Agreement Negotiations (IRM 4.75.25.5)
Approvals Initial: Concurrence Initial: Nonconcurrence Date
Group Manager*      
Area Manager*      
EOCAC      
Director, EO Exam      
Request for Approval of Draft Closing Agreement (IRM 4.75.25.7)
Approvals Initial: Approval Initial: Disapproval Date
Group Manager*      
Area Manager*      
Area Counsel      
EOCAC      
Director, EO Exam      
* Group manager and area manager concurrences/approvals aren't required for walk-ins.
Payment of Tax Liability or Assessment in Lieu of Taxes
Check Applicable Box:   No Payment Required  
Paid in Full   Installment Agreement  
Attach explanation, if no payment is required or taxpayer hasn't paid in full or hasn't entered into an installment agreement.
Approval of Final Closing Agreement Signed by Taxpayer
Reviewed by EOCAC:   Date reviewed:  
Initials of Director, EO Examinations:   Date approved:  
 

Exhibit 4.75.25-4 
Sample Closing Agreement as To Final Determination

Closing Agreement as to Final Determination
Covering Specific Matters Under Section 7121
of the Internal Revenue Code
[Taxpayer's name, address, and identifying number]
Under section 7121 of the Internal Revenue Code ("Code" ) (Name of Organization) ("Taxpayer" ) and the Commissioner of Internal Revenue (the "Service" ) make the following Closing Agreement.
WHEREAS, [Taxpayer] has been recognized as an organization described in section 501(c) (_) of the Code since [Date].
WHEREAS, Commissioner conducted an examination of [Taxpayer] annual return(s), [Form(s) 990, 990-T, 990-PF, etc.] for the year(s) ending [Tax periods in month day, year format].
WHEREAS, on a preliminary basis Commissioner adopted a proposed adverse position that [Taxpayer's] [tax exempt status under section 501(c)(_) of the Code should be revoked] / [is liable for unrelated business income tax, employment tax, etc.].
This position is based on information indicating that [describe facts upon which the proposed adverse position is based in one or more whereas clauses].
WHEREAS, [Taxpayer] [describe corrective steps already taken].
NOW, THEREFORE, IT IS HEREBY FURTHER DETERMINED AND AGREED BETWEEN TAXPAYER AND THE SERVICE AS FOLLOWS for federal income tax purposes that:
1. [List payment made and/ or actions taken by taxpayer].
2. [List tax treatment agreed to by parties].
[Where determination letter is issued because of closing agreement, insert here: The letter recognizing tax-exempt status is attached to this agreement.]
This agreement is limited to the specific Internal Revenue Code matters discussed herein and does not extend to other federal law.
THIS AGREEMENT IS FINAL AND CONCLUSIVE, EXCEPT:
(a) the matter it relates to may be reopened in the event of fraud, malfeasance, or misrepresentation of material fact;
Page 1 of 2
Closing Agreement with [Name of organization and TIN]
(b) it is subject to the Internal Revenue Code sections that expressly provide that effect be given to their provisions (including any stated exception for Code section 7122) notwithstanding any other law or rule of law; and
(c) if it relates to a tax period ending after the date of this agreement, it is subject to any law, enacted after the agreement date, that applies to that tax period.
By signing below, the parties certify that they have read and agreed to the terms of this document.
[NAME OF TAXPAYER]
By   Date signed:  
(Title or authority of signer)  
COMMISSIONER OF INTERNAL REVENUE
By   Date signed:  
Title  
Page 2 of 2

Exhibit 4.75.25-5 
Certification by Receiving And Reviewing Officials

(Insert on Reverse of Last Page of Original of Closing Agreement)

 
  I have examined the specific matters involved and recommend the acceptance of the proposed agreement.     I have reviewed the specific matters involved and recommend approval of the proposed agreement.  
           
(Receiving Officer) (Date) (Reviewing Officer) (Date)
   
(Title) (Title)

Exhibit 4.75.25-6 
Transmittal Memo to Director, EO Examinations

[TE/GE Logo DEPARTMENT OF THE TREASURY
(on green letterhead)] INTERNAL REVENUE SERVICE
WASHINGTON, D. C. 20224
Date
MEMORANDUM FOR: DIRECTOR, EO EXAMINATIONS
FROM: EO Closing Agreement Coordinator
SUBJECT: Closing Agreement with : [Name, address and TIN of taxpayer]
Attached is the Original, Duplicate, and Triplicate final closing agreement signed by the taxpayer. The Examiner and the Closing Agreement Coordinator have reviewed the closing agreement before forwarding for your approval and signature. [Include any other applicable background material.]
Please return the signed agreement to the EO Closing Agreement Coordinator at:
[Insert address of Closing Agreement Coordinator]
Attachments [Enter number of attachments in parenthesis]
cc: [Area Manager's name), Area Manager (Area)]

Exhibit 4.75.25-7 
Transmittal Letter to Taxpayer

[TE/GE Logo DEPARTMENT OF THE TREASURY
(on green letterhead)] INTERNAL REVENUE SERVICE
WASHINGTON, D. C. 20224
Date
[Insert name and address of taxpayer]
Re: Closing Agreement signed by Director, EO Examinations on [Insert date Director, EO Examinations signed the closing agreement]
Dear (Name of taxpayer),
The Director, EO Examinations of the Tax Exempt and Government Entities Division of the Internal Revenue Service approved your closing agreement on the date shown.
Enclosed is the executed DUPLICATE of the agreement for your records.
If you have any questions, please contact me at: (Insert name and telephone number of Coordinator.)
Thank you for your cooperation.
   
Sincerely yours,
 
 
Closing Agreement Coordinator or Other Designee
Enclosure (1)

Exhibit 4.75.25-8 
Transmittal Letter to Taxpayer's Representative

[TE/GE Logo DEPARTMENT OF THE TREASURY
(on green letterhead)] INTERNAL REVENUE SERVICE
WASHINGTON, D. C. 20224
Date
Insert name and address of representative
Re: Executed closing agreement on behalf of [Name of taxpayer, TIN, and address]
Dear [Name of representative],
Enclosed is an executed copy of the closing agreement entered into by the Director, EO Examinations of the Tax Exempt and Government Entities Division of the Internal Revenue Service and [name of taxpayer].
If you have any questions or concerns regarding this matter, please contact me at: [Insert name, address, and telephone number of Coordinator.]
Thank you for your cooperation.
   
Sincerely yours,
 
 
Closing Agreement Coordinator or Other Designee
Enclosures (2)

Exhibit 4.75.25-9 
Closing Agreement Request Denial Letter

[TE/GE Logo DEPARTMENT OF THE TREASURY
(on green letterhead)] INTERNAL REVENUE SERVICE
WASHINGTON, D. C. 20224
Date
Insert name and address of representative
Re: [Name of taxpayer, TIN, and address]
Dear [Name of representative],
We received your Closing Agreement request dated [date], submitted in accordance with Internal Revenue Code Section 7121. We have determined that it is not in the Government’s interest to enter into a closing agreement regarding [insert brief description of request].
If you have any questions, please contact the EO Closing Agreement Coordinator, [insert name] by phone at [phone number].
[We have sent a copy of this letter to your representative as indicated in your power of attorney.]
Thank you for your cooperation.
   
Sincerely yours,
 
 
  [Insert name]
Director, EO Examinations

Exhibit 4.75.25-10 
Information Document Request Cover Letter (Exams Only)

This letter replaces the Letter 3606 (Rev. 11-2003), historically used as a cover letter for Form 4564.

 
Department of the Treasury
Internal Revenue Service
TE/GE Exempt Organizations Examinations
Date: [Insert date]

Taxpayer Identification Number:
[Insert TIN]
Form:
[Insert form]
Filing periods ended:
[Insert tax years]
Person to Contact / ID Number:
[Insert name and ID number]
Contact Numbers:
Phone Number: [Insert phone number]
Fax Number: [Insert fax number]
Manager's Name / ID Number:
[Insert manager's name]
[Insert manager's ID number]
Response Due Date:
[Insert date]
[Insert street address]
[Insert city, state, and ZIP code]
 
[Insert name of entity]
[Insert street address]
[Insert city, state, and zip code]
Dear [insert name of entity]:
Why I Am Sending You This Letter
I am in need of additional information from you to help in completing my audit of your organization. I ask that you send me the items I am requesting by [insert date].
Information Document Request
Enclosed is a Form 4564, Information Document Request, listing the items I need. Please mail this information to me at the address shown above. Original documents aren't required, but please ensure all copies are legible.
Communication
Please call me to discuss any potential issues and keep me informed of unavoidable delays. I’ll do likewise. The audit will proceed faster if we address questions and concerns and provide information to each other in a timely manner. You may also speak to my manager at any time. My manager’s name and phone number are also shown in the heading of this letter.
Thank you for your cooperation in this matter.
  Sincerely,
 
 
  [Insert name]
Internal Revenue Agent
Enclosures:
Form 4564

Exhibit 4.75.25-11 
Information Document Request Cover Letter (Walk Ins Only)

[TE/GE Logo DEPARTMENT OF THE TREASURY
(on green letterhead)] INTERNAL REVENUE SERVICE
WASHINGTON, D. C. 20224
Date
[Name of taxpayer]
[Street address]
[City, state, and ZIP code]
[Employer Identification Number]
RE: Additional information regarding closing agreement request
Dear [Sir or Madam],
In order to determine if the IRS wants to begin the negotiation process for a closing agreement as requested on [date] [by your Power of Attorney], [name], we need additional information submitted to us.
Enclosed is an Information Document Request. This request lists the additional items we are requesting.
If you have any questions, please contact me at [number].
   
Sincerely,
 
 
[Insert name]
Internal Revenue Agent
 
Enclosure (1)  
cc: [name] POA  

Exhibit 4.75.25-12 
Disclosure Statements

A. Disclosable Return to Which Closing Agreement is Attached
"Closing Agreement under IRC section 7121 [Insert Year(s) affected]. This return must be sanitized of any closing agreement information (including the fact of a closing agreement) before it's made available for public inspection. The closing agreement isn't subject to disclosure."
B. Disclosure Statement – Related Disclosable Return – Closing Agreement Not Attached
"Closing Agreement under IRC section 7121 [Insert Year(s) affected]. Closing agreement attached to return for [Insert taxable period ended]. This return must be sanitized of any closing agreement information (including the fact of a closing agreement) before it's made available for public inspection."
C. Disclosure Language – Related Non-Disclosable Return – Closing Agreement Attached
"Closing Agreement under section 7121, Internal Revenue Code of 1986, [Insert year(s) affected]. Closing agreement attached. The closing agreement isn't subject to disclosure."
D. Disclosure Language – Related Non-Disclosable Return – Closing Agreement Not Attached
"Closing Agreement under section 7121, Internal Revenue Code of 1986, [Insert year(s) affected]. Closing agreement attached to return for [Insert taxable period ended]. The closing agreement isn't subject to disclosure."

Exhibit 4.75.25-13 
Instructions for Completing Form 5734, Non-Master File Assessment Voucher

Form 5734 fields: Enter the following:
  For Form 990 For Form 990-BL For Form 4720-A
Block 1 Name and address of taxpayer
Block 2 Leave blank
Block 3 Taxpayer Identification Number
Block 4 Closing Agreement
Block 5 Not applicable or N/A 990-BL 4720-A
Block 6 The tax year for which the agreement is entered into. Use the yyyymm format. (If more than one year listed in the agreement, use the earliest year.)
Block 7 67 56 66
Block 8 139 185 See 6209 Section 8C - D
Block 9 Leave blank The total amount of tax.
Block 10  
  I.R.C. Section or Type of Penalty IRC 7121
  Trans. Code 240 300
  Amount The total amount of tax, penalty, and interest. The total amount of penalty.
Block 11 None The total amount of interest.
Block 12 The total amount of tax, penalty, and interest.
Block 13 Closing Agreement - See attached
Block 14 The EOCAC's name and phone number
Block 15 Leave blank

Exhibit 4.75.25-14 
Instructions for Completing Form 3244-A, Payment Posting Voucher - Examination

Form 3244-A fields: Enter the following:
For MF For NMF Taxable For 990 NMF
DLN Leave blank
NMF ULC DLN Leave blank
NMF ULC Status Leave blank
SSN/EIN TIN TIN followed by an N
Form Number/MFT Self explanatory 67
Plan Report Number Leave blank
Taxpayer name, address, and ZIP code Self explanatory
Remarks Closing Agreement
Trace ID Number Leave blank
Check box 6603 Leave blank
Check box 318(c) Leave blank
Prepared by Self explanatory
Transaction Data
Debit column
To the left of TC 570, type Blank To the left of TC 570, type Blank To the left of TC 570, type Blank. In the next row, enter the payment amount in the left column, and 240 in the middle column.
Transaction Data
Credit column
To the left of TC 640, enter the payment amount. To the left of Total payment, enter the payment amount. To the left of TC 640, enter the payment amount. To the left of Total payment, enter the payment amount. To the left of Other Credit, enter the payment amount, and 690 in the middle column. To the left of Total payment, enter the payment amount.

Exhibit 4.75.25-15 
Follow-up Action Memo to Closing Agreement Coordinator

[TE/GE Logo DEPARTMENT OF THE TREASURY
(on green letterhead)] INTERNAL REVENUE SERVICE
WASHINGTON, D. C. 20224
Date
MEMORANDUM FOR: EO CLOSING AGREEMENT COORDINATOR
FROM: EO Examiner
SUBJECT: Follow-up Action on Closing Agreement with : (Insert name, address and TIN of taxpayer)
I am referring the attached copy of the subject closing agreement to you to protect the government's interest in the event the taxpayer fails to adhere to all the terms of the closing agreement,
(List future actions required)
Reporting schedule: (Insert details)
Consequences if taxpayer fails to comply: (Insert details)
Attachment (1)

Exhibit 4.75.25-16 
EO Closing Agreement Monthly Exam Group Report

Closing Agreement Report
Case Name: Tax Periods:
 
TIN/EIN: Earliest Statute Date:
POA:   Initial Report
Function Reporting:   Follow Up Report
POD:   Final Report
Closing Agreement Issue(s):
  Qualification Issues   Private Foundation Status
  Unrelated Business Income Tax   Chapter 42 Taxes
  Other Taxes (Describe):
Form Type(s): Start Date:
Potential Dollars Involved? Amount Collected?
Case or Issue Summary:
 
Planned Resolution to the Issue(s):
 
Current Significant Actions on Case:
 
Significant Next Steps, if any: Estimated Closure Date:
   
Barriers to Resolution, if any:
 
Submitted by: Manager:
Date:

Exhibit 4.75.25-17 
EO Closing Agreement Area Office Quarterly Report

Exempt Organizations Closings Agreements
______ Area Office Quarterly Report
For the Quarter:
Number of Closing Agreements:
Agreements
Involving:
In Process Closed for Quarter Closed Year to Date Total Payment Amounts
Finalized for this Quarter
Total Payment Amounts
Finalized for Year to Date
Tax Penalty Interest Tax Penalty Interest
Qualification
Issues
                 
Unrelated Business
Income Tax
                 
Private Foundation
Status
                 
Chapter 42 Taxes
                 
Other Taxes
(Describe Below)
                 
Total
                 
Issue(s) Involved Describe How Issue(s) Was/Were Resolved in Closing Agreement
   
   
   
   
   
   
   
   
Comments:  
   
 

Exhibit 4.75.25-18 
EO Closing Agreement Director's Office Quarterly Report (Page 1)

EXEMPT ORGANIZATIONS CLOSING AGREEMENTS
DIRECTOR, EO EXAMINATIONS QUARTERLY REPORT
AS OF (Last Day of Quarter)
NUMBER OF CASES ASSESSMENTS
Agreements Involving: In Process Closed This Quarter Closed Year to Date This Quarter Year to Date
Qualification Issues       0.00 0.00
Unrelated Business Income Tax       0.00 0.00
Private Foundation Status       0.00 0.00
Chapter 42 Taxes       0.00 0.00
IRC 4958, Excess Benefits       0.00 0.00
Employment Taxes       0.00 0.00
Other (Describe Below)       0.00 0.00
Total       0.00 0.00
Employment Tax Issues Resolution
   
PF Issues Resolution
   
Other Issues Resolution
   

Exhibit 4.75.25-19 
EO Closing Agreement Director's Office Quarterly Report (Page 2)

EXEMPT ORGANIZATIONS CLOSING AGREEMENTS
DIRECTOR, EO EXAMINATIONS QUARTERLY REPORT
AS OF (Last Day of Quarter)
 
I. REQUEST TO NEGOTIATE CLOSING AGREEMENT APPROVED OR PENDING
 
1.
Name of organization:
EIN:
Tax Year:
Area Office:
Origination:
Issue:
Proposed Resolution:
Status:
2.
Name of organization:
EIN:
Tax Year:
Area Office:
Origination:
Issue:
Proposed Resolution:
Status:
3.
Name of organization:
EIN:
Tax Year:
Area Office:
Origination:
Issue:
Proposed Resolution:
Status:

Exhibit 4.75.25-20 
EO Closing Agreement Director's Office Quarterly Report (Page 3)

EXEMPT ORGANIZATIONS CLOSING AGREEMENTS
DIRECTOR, EO EXAMINATIONS QUARTERLY REPORT
AS OF (Last Day of Quarter)
 
II. DRAFT CLOSING AGREEMENT APPROVED
 
1.
Name of organization:
EIN:
Tax Year:
Area Office:
Origination:
Issue:
Proposed Resolution:
Status:
2.
Name of organization:
EIN:
Tax Year:
Area Office:
Origination:
Issue:
Proposed Resolution:
Status:
3.
Name of organization:
EIN:
Tax Year:
Area Office:
Origination:
Issue:
Proposed Resolution:
Status:

Exhibit 4.75.25-21 
EO Closing Agreement Director's Office Quarterly Report (Page 4)

EXEMPT ORGANIZATIONS CLOSING AGREEMENTS
DIRECTOR, EO EXAMINATIONS QUARTERLY REPORT
AS OF (Last Day of Quarter)
 
III. FINAL CLOSING AGREEMENT SIGNED BY DIRECTOR
 
1.
Name of organization:
EIN:
Tax Year:
Area Office:
Origination:
Issue:
Proposed Resolution:
Status:
Date Closing Agreement Sent to Taxpayer:
2.
Name of organization:
EIN:
Tax Year:
Area Office:
Origination:
Issue:
Proposed Resolution:
Status:
Date Closing Agreement Sent to Taxpayer:

Exhibit 4.75.25-22 
EO Closing Agreement Director's Office Quarterly Report (Page 5)

EXEMPT ORGANIZATIONS CLOSING AGREEMENTS
DIRECTOR, EO EXAMINATIONS QUARTERLY REPORT
AS OF (Last Day of Quarter)
 
IV. REQUEST FOR CLOSING AGREEMENT NOT APPROVED
 
1.
Name of organization:
EIN:
Tax Year:
Area Office:
Origination:
Issue:
Proposed Resolution:
Status:

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