IRS Logo
Print - Click this link to Print this page

Powers of Attorney for LLCs

If… And… Then the taxpayer is… Form 2848, POA is…

The LLC is a single member disregarded entity…

(except for employment taxes for which the entity is not considered disregarded; see Treas. Reg. § 301.7701-2(c)(2)(iv)(B))

The business or activity is reporting income and expenses on Form 1040, Schedules C or E… The individual. Spouses cannot sign on behalf of the member/spouse unless a separate POA exists naming the spouse.  Signed by the individual (member) and should include the SSN (and if one exists for employment or excise taxes, the EIN of the LLC.)
The business or activity is reporting income on Form 1041, Trust or Estate Tax Return The trustee, executor or other fiduciary responsible for filing the Form 1041 return; Generally the fiduciary must submit Form 56. Signed by the trustee, executor or fiduciary with the authority to bind the trust or estate, listing the EIN from the Form 1041.

The issue is employment taxes reported on Forms 940/941 series

The LLC business.

Signed by the LLC member.

See Treas. Reg. § 301.7701-2(c)(2)(iv)(B)

The LLC (regardless of number of members) elects to be treated as an association taxable as a corporation… The business is reporting income on Form 1120, U.S. Corporation Tax Return… The corporation Signed by a current corporate officer or employee having the authority to bind the corporation using the corporate EIN. 
The business is reporting income on Form 1120 S, U.S. Income Tax Return for an S Corporation and liability is determined at the corporate level… The corporation Signed by a current corporate officer or employee having the authority to bind the corporation using the corporate EIN. 
The business is reporting income on Form 1120 S, U.S. Income Tax Return for an S Corporation and liability is determined at the shareholder level… The individual shareholder Signed by the shareholder using the SSN (or in the case of a qualifying trust, the trust EIN).

The LLC is a multiple member entity…

Also refer to the TEFRA Rules

The business or activity is reporting on Form 1065, U.S. Return of Partnership Income, is not subject to TEFRA rules and the liability is determined at the partnership level (for example: employment taxes) The partnership  Signed by any manager authorized to act in the name of the partnership (based on state law that LLC manager has the authority to bind the partnership); the partnership uses its EIN. 
The business or activity is reporting on Form 1065, U.S. Return of Partnership Income, is not subject to TEFRA rules and the liability is determined at the partner level (eg: flow through items, distributive shares of income, deductions, credits, etc.)… Each partner separately Signed by each partner using his/her SSN. See flowchart below.
The LLC is a TEFRA partnership and has designated a Tax Matters Partner (TMP) on its return or via Form 13798-L for regular partnership level business The partners Form 2848 is signed by the manager under state law or the TMP. Generally, only a TMP signed POA can extend the period for assessing partners and only a manager signed POA can sign documents for the LLC itself. If the TMP is not a natural person, the attribution for who acts on behalf of that partner/entity signs the POA (for example: the person authorized under state law to sign on behalf of a partnership, officer of a corporation, trustee of a trust, etc.). 
The LLC is a TEFRA partnership and has designated a TMP but involves issues binding non-notice partners or requests for partnership level administrative adjustments The partners Not allowed. Only the TMP can file a partnership-level AAR or sign a settlement agreement binding non-notice partners.
The LLC is a TEFRA partnership and has not designated a TMP The partners A manager under state law or the default TMP under the largest profits interests test. See IRC § 6231(a)(7)(B);Treas. Reg. § 301.6231(a)(7)-2
Page Last Reviewed or Updated: 18-Jul-2014