PROCEDURALLY TAXING tax notes federal
by Jenni Black Jenni Black is a managing director in Citrin Cooperman’s national tax office and the practice leader of the tax procedure and controversy practice. Jenni is also a contributing author for Procedurally Taxing. In this post, Black examines whether the Tax Court’s holding in North Wall Holdings sheds any light on whether section 6234(a), as enacted by the Bipartisan Budget Act of 2015, is jurisdictional or subject to equitable tolling. This post reflects the author’s personal views and not necessarily those of Citrin Cooperman. On October 21, 2025, the Tax Court issued a full T.C. opinion in North Wall Holdings LLC, 165 T.C. No. 9 (North Wall). The North Wall case involved a late petition filed under the partnership audit procedures enacted by the Tax Equity and Fiscal Responsibility Act of 1982. When respondent moved to dismiss the case due to lack of jurisdiction, petitioner objected, arguing that the filing deadline under TEFRA (which is under 1 section 6226 ) is not jurisdictional and should be subject to equitable tolling. In its opinion, the Tax Court held that section 6226 is jurisdictional and, even if it wasn’t jurisdictional, equitable tolling is not available for petitions filed under section 6226.2 The language of section 6226(a) (and (e), although
1
Unless stated otherwise, the citations in this article will be to the code provisions as they existed prior to repeal by the Bipartisan Budget Act of 2015. 2
Although the Tax Court considered these issues separately, it used the same analysis for both, so I will consider them together.
that was not at issue in this case) is pretty much identical to the language in section 6234(a) (and (b)) under the centralized partnership audit regime enacted by the Bipartisan Budget Act of 2015, once you account for the differences in terminology between the two regimes. Given that the filing deadlines under BBA and TEFRA are worded materially the same, it begs the question: Does the Tax Court’s holding in North Wall shed any light on whether section 6234(a) (as enacted by the BBA) is jurisdictional and/or subject to equitable tolling? This two-part article dives into this issue. Mr. Gorbachev, let’s tear down this wall! As mentioned, under TEFRA, the deadline for filing a petition is located under section 6226. Under section 6226, there is a collective 150-day time frame to file a petition in response to a notice of final partnership administrative adjustments (FPAA). The petition period is broken up into two pieces. First, under section 6226(a), the tax matters partner (TMP) has an exclusive right to file a petition within the first 90 days. Then, if the TMP does not file a petition in those 90 days, any notice 3 partner may file a petition within the next 60 days. TEFRA has a series of ordering rules under section 6226(b) for situations where multiple partners file petitions. This collective 150 days (90 for the TMP only, 60 for the rest) starts on the day the IRS mails the FPAA to the TMP. Section 6226(a). The IRS must mail the notice partners a copy of the FPAA within 60 days after it mails the FPAA to the TMP. The “notice partner FPAAs” will list the date the IRS mailed the FPAA to the TMP. In North Wall, petitioner (a notice partner and not the TMP) mistakenly filed its petition within 150 days of the date of its “notice partner FPAA” instead of within 3
A notice partner is any partner (or 5 percent group — in all my years working on TEFRA, I never saw one of these) entitled to receive notice directly from the IRS under section 6223. To keep it simple and not go into all the exceptions, a notice partner is a direct partner. The TMP is almost always also a notice partner (I’ve never seen one that wasn’t).
TAX NOTES FEDERAL, VOLUME 189, NOVEMBER 24, 2025 For more Tax Notes® Federal content, please visit www.taxnotes.com.
1357
© 2025 Tax Analysts. All rights reserved. Tax Analysts does not claim copyright in any public domain or third party content.
Walled Off: Does North Wall Holdings Impact BBA?