Rev. Proc. 2014-11

mation regarding this revenue procedure,
contact Garrett Gluth at 202-317-8413
(not a toll-free number).

Rev. Proc. 2014 –11

.05 Post-Mark Date Process. An organization may apply for reinstatement of its
tax-exempt status effective from the PostMark Date at any time, regardless of
whether it is eligible to use any of the
three retroactive reinstatement processes
described in SECTIONS 4 through 6 of
this revenue procedure, by using the process described in SECTION 7 of this revenue procedure.

SECTION 1. PURPOSE

SECTION 2. DEFINITIONS

.01 This revenue procedure provides
procedures for reinstating the tax-exempt
status of organizations that have had their
tax-exempt status automatically revoked
under section 6033(j)(1) of the Internal
Revenue Code (“Code”) for failure to file
required Annual Returns or notices for
three consecutive years.
.02 Streamlined Retroactive Reinstatement Process. An organization that was
eligible to file either Form 990 –EZ, Short
Form Return Of Organization Exempt
from Income Tax, or Form 990 –N,
e-Postcard, for each of the three consecutive years that it failed to file and that has
not previously had its tax-exempt status
automatically revoked may use the process described in SECTION 4 of this revenue procedure to apply for streamlined
retroactive reinstatement of its tax-exempt
status if it applies not later than 15 months
after the later of the date of the Revocation Letter or the date on which the IRS
posted the organization’s name on the Revocation List.
.03 Retroactive Reinstatement Process
(Within 15 Months of Revocation). An
organization that is not eligible to use the
streamlined process may use the process
described in SECTION 5 of this revenue
procedure to apply for retroactive reinstatement of its tax-exempt status if it applies not
later than 15 months after the later of the
date of the Revocation Letter or the date on
which the IRS posted the organization’s
name on the Revocation List.
.04 Retroactive Reinstatement Process.
If it has been more than 15 months from
the later of the date of the Revocation
Letter or the date on which the IRS posted
the organization’s name on the Revocation List, an organization may apply for
retroactive reinstatement of its tax-exempt
status only under the process described in
SECTION 6 of this revenue procedure.

.01 For purposes of this revenue procedure –

26 CFR 1.6033–2. Returns by exempt organizations
(taxable years beginning after December 31, 1969)
and returns by certain nonexempt organizations (taxable years beginning after December 31, 1980).

Bulletin No. 2014 –3

(1) “Application” means Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the
Internal Revenue Code; Form 1024,
Application for Recognition of Exemption Under Section 501(a); or
any other prescribed form or procedure regularly used to apply for recognition of exempt status as provided
in Rev. Proc. 2013–9, 2013–2 I.R.B.
255, or its successor.
(2) “Annual Return” means the return
that the organization must file annually under section 6033(a) (e.g.,
Form 990, Return of Organization
Exempt from Income Tax, Form
990 –EZ, Short Form Return of Organization Exempt from Income Tax,
or Form 990 –PF, Return of Private
Foundation).
(3) “Post-Mark Date” means the date on
which the organization files an Application for reinstatement of its taxexempt status.
(4) “Reasonable Cause Statement”
means the statement described in
SECTION 8 of this revenue procedure.
(5) “Revocation Date” means the date on
which the organization’s exempt status is automatically revoked pursuant
to section 6033(j)(1) for failing to file
an Annual Return or notice for three
consecutive years. The Revocation
Date is the date set by the Secretary
for the filing of the third Annual Return or notice, although an organization’s exempt status will not be automatically revoked pursuant to section
6033(j) unless the organization failed
to file an Annual Return or notice for
three consecutive years on or before

411

the date, including any requested extensions, set by the Secretary for the
filing of the third Annual Return or
notice.
(6) “Revocation Letter” means the letter
issued by the IRS to the organization
providing notice that the organization’s exempt status is revoked for
failing to file an Annual Return or
notice for three consecutive years on
or before the date set by the Secretary
for the filing such third Annual Return or notice.
(7) “Revocation List” means the list
of all organizations that have had
their tax-exempt statuses revoked
under section 6033(j)(1), which
the Secretary is required to publish and maintain. The IRS publishes the Revocation List on
(http://www.irs.gov/Charities-&Non-Profits/Exempt-OrganizationsSelect-Check).
SECTION 3. BACKGROUND
.01 In general, section 6033(a)(1) requires an organization exempt from taxation under section 501(a) or a nonexempt
charitable trust treated as a private foundation under section 4947(a)(1) to file an
Annual Return. Most small organizations
(other than private foundations or section
509(a)(3) supporting organizations) whose
annual gross receipts are normally not more
than $50,000 ($25,000 for taxable years beginning before January 1, 2010) are not required to file an Annual Return, but are
required to file an annual notice, Form
990 –N, instead. See I.R.C. § 6033(a)(3) and
6033(i); Rev. Proc. 2011–15, 2011–3 I.R.B.
322.
.02 Currently, an organization (other
than a private foundation or supporting
organization) may file Form 990 –N if the
organization normally has annual gross
receipts of $50,000 or less. An organization may file Form 990 –EZ if the organization has gross receipts of less than
$200,000 and total assets of less than
$500,000 at the end of the taxable year.
However, these dollar thresholds are subject to change.
.03 The Pension Protection Act of
2006, Pub. L. No.109 –280, 120 Stat. 780,
§ 1223 (2006) (“PPA”), added section
6033(j) to the Code, effective for taxable
years beginning after 2006.

January 13, 2014

.04 Section 6033(j)(1) automatically
revokes the tax-exempt status of any organization described in section 6033(a)(1)
that fails to file a required Annual Return
for three consecutive years or any organization described in section 6033(i) that
fails to file an Annual Return or notice for
three consecutive years. Revocation under
section 6033(j)(1) is effective on and after
the date set by the Secretary for the filing
of the third Annual Return or notice.
.05 In accordance with section
6033(j)(1), the IRS updates the Revocation List monthly. The IRS also mails a
letter to the last known address of each
organization on the Revocation List to
notify the organization that its tax-exempt
status has been revoked under section
6033(j)(1).
.06 Section 6033(j)(2) provides that
any organization that has had its taxexempt status automatically revoked under section 6033(j)(1) must apply to the
IRS in order to obtain reinstatement of its
tax-exempt status, regardless of whether
the organization was originally required to
apply for recognition of its tax exemption.
For example, if the tax-exempt status of a
subordinate organization included in a
group exemption letter is automatically
revoked under section 6033(j)(1), the subordinate organization must apply for reinstatement of its tax-exempt status on its
own behalf. If the Application is approved, the effective date of the organization’s reinstated tax-exempt status generally will be the Post-Mark Date. However,
section 6033(j)(3) provides that if, upon
application for reinstatement, an organization “can show to the satisfaction of the
Secretary evidence of reasonable cause
for the failure described in [section
6033(j)(1)], the organization’s exempt
status may, in the discretion of the Secretary, be reinstated effective from the date
of the revocation.”
.07 Section 6652 provides for penalties
for failure to file certain information returns. Section 6652(c)(1)(A)(i) imposes a
penalty for failure to file a return required
under section 6033 on the date and in the
manner prescribed by section 6033. Section 6652(c)(1)(E) provides that the penalty does not apply to the notice required
under section 6033(i) (Form 990 –N).

January 13, 2014

SECTION 4. STREAMLINED
RETROACTIVE REINSTATEMENT
OF TAX-EXEMPT STATUS FOR
SMALL ORGANIZATIONS WITHIN
15 MONTHS OF REVOCATION.
.01 An organization that was eligible to
file either Form 990 –EZ or 990 –N for
each of the three consecutive years that it
failed to file, and that has not previously
had its tax-exempt status automatically revoked pursuant to section 6033(j), may
apply to have its tax-exempt status retroactively reinstated effective from the Revocation Date if it does both of the following:
(1) Completes and submits an Application at the address provided in the
instructions to the Application not
later than 15 months after the later of
the date of the Revocation Letter or
the date on which the IRS posted the
organization’s name on the Revocation List. To facilitate processing, organizations should write “Revenue
Procedure 2014 –11, Streamlined
Retroactive Reinstatement” on the
top of the Application.
(2) Includes the appropriate user fee
with the Application. See Rev.
Proc. 2013– 8, 2013–1 I.R.B. 237,
section 6.07, or its successor.
.02 If an organization files an Application pursuant to SECTION 4.01 and its
Application is approved, then for purposes
of section 6033(j), the organization will be
deemed to have reasonable cause for its
failures to file Forms 990 –EZ or 990 –N,
as applicable, for three consecutive years
and it will be reinstated retroactively to
the Revocation Date. This rule will apply
to Applications submitted before the date
the IRS revises the Form 1023 and Form
1024 to permit organizations that otherwise qualify for retroactive reinstatement
under this SECTION 4 to demonstrate
reasonable cause by attesting that the organization’s failure to file was not intentional and that it has put in place procedures to file in the future. After such date,
reasonable cause may be demonstrated
through that attestation.
.03 The Service will not impose the
penalty under section 6652(c) for failure
to file Annual Returns for the three consecutive taxable years for which the orga-

412

nization was required, but failed, to file
Form 990 –EZ, if the organization that is
retroactively reinstated under this SECTION 4, files properly completed and executed paper Forms 990 –EZ for all such
taxable years. For any year for which the
organization was eligible to file a Form
990 –N, the organization is not required to
file a prior year Form 990 –N or Form
990 –EZ for such year. The Forms
990 –EZ must be mailed to the following
address:
Department of Treasury
Internal Revenue Service Center
Ogden, UT 84201-0027
The organization should write “Retroactive Reinstatement” on the Forms 990 –
EZ.
SECTION 5. RETROACTIVE
REINSTATEMENT OF TAX-EXEMPT
STATUS WITHIN 15 MONTHS OF
REVOCATION.
.01 An organization that is not eligible
to apply under SECTION 4 of this revenue procedure may apply to have its taxexempt status retroactively reinstated effective from the Revocation Date if it does
all of the following:
(1) Completes and submits the appropriate Application to the address
provided in the instructions to the
Application not later than 15
months after the later of the date of
the Revocation Letter or the date on
which the IRS posted the organization’s name on the Revocation List.
To facilitate processing, organizations should write “Revenue Procedure 2014 –11, Retroactive Reinstatement” on top of the Application.
(2) Includes the appropriate user fee
with the Application. See Rev.
Proc. 2013– 8, 2013–1 I.R.B. 237,
section 6.07, or its successor.
(3) Includes the Reasonable Cause
Statement described in SECTION
8.01 of this revenue procedure with
the Application;
(4) Includes a statement with the Application confirming that it has filed
the Annual Returns required in step
(5) below.
(5) Files properly completed and executed paper Annual Returns for all

Bulletin No. 2014 –3

taxable years in the consecutive
three-year period for which the organization was required, and failed,
to file Annual Returns (and for any
other taxable years after such period and before the Post-Mark Date
for which required returns were due
and not filed). The Annual Returns
must be mailed to the following
address:
Department of the Treasury
Internal Revenue Service Center
Ogden, UT 84201-0027
.02 The Service will not impose the
penalty under section 6652(c) for the failure to file Annual Returns for the three
consecutive taxable years for which the
organization was required, but failed, to
file Annual Returns, if the organization’s
Application is approved, it satisfies all the
requirements of SECTION 5.01 of this
revenue procedure, and the organization is
retroactively reinstated effective from the
Revocation Date. The organization should
write “Retroactive Reinstatement” on the
Annual Returns.
SECTION 6. RETROACTIVE
REINSTATEMENT MORE THAN 15
MONTHS AFTER REVOCATION
.01 An organization that applies for
reinstatement of its tax-exempt status
more than 15 months from the later of the
date of the Revocation Letter or the date
on which the IRS posted the organization’s name on the Revocation List may
have its tax-exempt status retroactively
reinstated effective from the Revocation
Date only if it satisfies all the requirements of SECTION 5.01 of this revenue
procedure, except that it must provide the
Reasonable Cause Statement described in
SECTION 8.02 of this revenue procedure
(in place of the one described in
SECTION 8.01) for the requirement described in SECTION 5.01(3).
.02 The Service will not impose the
penalty under section 6652(c) for the failure to file Annual Returns for the three
consecutive taxable years for which the
organization was required, but failed, to
file Annual Returns, if the organization’s
Application is approved, it satisfies all the
requirements of SECTION 6.01 of this
revenue procedure, and the organization is

Bulletin No. 2014 –3

retroactively reinstated effective from the
Revocation Date. The organization should
write “Retroactive Reinstatement” on the
Annual Returns.
SECTION 7. REINSTATEMENT OF
TAX-EXEMPT STATUS FROM POSTMARK DATE
.01 An organization may apply for reinstatement of its tax-exempt status effective from the Post-Mark Date by completing and submitting the appropriate
Application to the address provided in the
instructions to the Application and including the appropriate user fee with the Application. To facilitate processing, the organization should write “Revenue
Procedure 2014 –11, Reinstatement PostMark Date” on the top of the Application.
SECTION 8. REASONABLE CAUSE
STATEMENT
.01 To be retroactively reinstated under
SECTION 5 of this revenue procedure, an
organization must establish reasonable
cause with respect to its failure to file a
required Annual Return or notice for at
least one of the three consecutive years in
which it failed to file.
.02 To be retroactively reinstated under
SECTION 6 of this revenue procedure, an
organization must establish reasonable
cause with respect to its failure to file a
required Annual Return or notice for all
three years that it failed to file such Annual Returns or notice.
.03 To establish reasonable cause under this section of this revenue procedure,
an organization must establish that it exercised ordinary business care and prudence in determining and attempting to
comply with its reporting requirements
under section 6033. In determining
whether the organization establishes reasonable cause, the IRS will take into account all pertinent facts and circumstances.
.04 The Reasonable Cause Statement
under paragraph .01 or .02 must provide
all of the facts that support a claim for
reasonable cause for failing to file a required Annual Return or notice for the
relevant tax year or period, including a
detailed description of all the facts and
circumstances that led to the failure, the
discovery of the failure, and the steps that

413

have been or will be taken to avoid or
mitigate future failures.
.05 The following factors would weigh
in favor of finding reasonable cause (with
no single factor being either necessary or
determinative):
(1) The organization’s failure was
due to its reasonable, good faith reliance on erroneous written information
from the IRS, stating that the organization was not required to file a return
or notice under section 6033, provided
the IRS was made aware of all relevant facts;
(2) The failure to file the return or
notice arose from events beyond the
organization’s control (“impediment”)
that made it impossible for the organization to file a return or notice for
the year;
(3) The organization acted in a responsible manner by undertaking significant steps to avoid or mitigate the
failure to file the required return or
notice and to prevent similar failures
in the future, including, but not limited
to—
(a) Attempting to prevent an impediment or a failure, if it was foreseeable;
(b) Acting as promptly as possible to
remove an impediment or correct
the cause of the reporting failure,
once the failure was discovered;
and
(c) After the failure was discovered,
implementing safeguards designed to ensure future compliance with the reporting requirements under section 6033; and
(4) The organization has an established history of complying with its
reporting requirements (if any) under
section 6033 and/or any other applicable reporting or other requirements
under the Code.
.06 The Reasonable Cause Statement
must also include an original declaration,
dated and signed under penalties of perjury by an officer, director, trustee, or
other official who is authorized to sign for
the organization in the following form:
I, (Name), (Title) declare, under
penalties of perjury, that I am authorized to sign this request for retroac-

January 13, 2014

tive reinstatement on behalf of
[Name of Organization], and I further declare that I have examined
this request for retroactive reinstatement, including the written explanation of all the facts of the claim for
reasonable cause, and to the best of
my knowledge and belief, this request is true, correct, and complete.
SECTION 9. SUBSEQUENT
AUTOMATIC REVOCATIONS
.01 An organization whose tax-exempt
status has been automatically revoked and
reinstated may have its tax-exempt status
automatically revoked again under section
6033(j)(1) if it fails to file required Annual
Returns or notices for another three consecutive taxable year period beginning
with the taxable year in which the IRS
approves its application for reinstatement
of tax-exempt status. For example, if an
organization reporting on a calendar year
basis has its tax-exempt status automatically revoked for failing to file required
Annual Returns or notices for 2009, 2010,
and 2011 and receives a determination
letter dated September 1, 2013, reinstating
its tax-exempt status, the organization
must file an Annual Return or notice for
2013, 2014, and 2015 by the due date of
the 2015 Annual Return or notice to avoid
having its tax-exempt status automatically
revoked again. An organization seeking
reinstatement of its tax-exempt status as a
result of a subsequent revocation may apply for reinstatement of its tax-exempt
status under SECTION 5, SECTION 6, or
SECTION 7 of this revenue procedure by
following the applicable requirements.
SECTION 10. EFFECTIVE DATE
.01 In general. This revenue procedure
is effective for Applications submitted after January 02, 2014.
.02 Transition Relief –
(1) Pending applications. To the
extent the rules in this revenue
procedure benefit an organization’s ability to have its tax
exempt status retroactively reinstated, the IRS will apply
this revenue procedure to Applications that it has already
received and are pending.

January 13, 2014

(2) Previously reinstated. (a). An
organization that applied for
and received reinstatement of
its tax-exempt status effective
from the Post-Mark Date prior
to the effective date of this revenue procedure, and that would
have satisfied the streamlined
retroactive reinstatement requirements of SECTION 4,
will be reinstated effective
from the Revocation Date. The
organization should keep its
determination letter reinstating
its tax-exempt status and a
copy of this revenue procedure
with its books and records.
(b). An organization that applied for and received reinstatement of its exempt status
effective from the Post-Mark
Date prior to the effective date
of this revenue procedure, and
that would have satisfied the
retroactive reinstatement requirements of SECTION 5 or 6
of this revenue procedure, may
reapply by submitting a copy
of the Application it previously
filed to receive reinstatement
and complying with the other
requirements of the applicable
section of this revenue procedure on or before May 2, 2014,
except that the user fee is
waived. In addition, the organization should include with its
copy of its previous Application a copy of its determination
letter reinstating its tax-exempt
status. The copy of the Application (including all other required items) should be mailed
to the following address:
Internal Revenue Service
P.O. Box 2508
Cincinnati, OH 45201
SECTION 11. EFFECT ON OTHER
DOCUMENTS
Notice 2011– 44, 2011–25 I.R.B. 883,
is modified and superseded.

414

SECTION 12. PAPERWORK
REDUCTION ACT
The collection of information contained in this revenue procedure has been
submitted to the Office of Management
and Budget in accordance with the Paperwork Reduction Act of 1995 (44 U.S.C.
3507(d)) and approved under OMB control number 1545–2206.
The collection of information in this
revenue procedure is in SECTIONS 5 and
6. In order to have its tax-exempt status
retroactively reinstated under section
6033(j)(3), an organization must show to
the satisfaction of the IRS evidence that it
exercised ordinary business care and prudence in determining and attempting to
comply with its reporting obligations under section 6033 for one or more of the
three years that it failed to meet such
requirements. This information is necessary for inspection by the IRS in determining whether reasonable cause exists.
The collection of information is required
to meet the reasonable cause standard under section 6033(j)(3). The likely respondents providing the information required
in SECTIONS 5 and 6 of this revenue
procedure are tax-exempt organizations
that have had their tax-exempt statuses
automatically revoked under section
6033(j)(1), have applied for reinstatement
of such status under section 6033(j)(2),
and are requesting that the reinstatement
be made retroactive to the date of revocation under section 6033(j)(3).
Estimated total annual reporting burden: 6,206 hours.
Estimated average annual burden per
respondent: 1 hour.
Estimated number of respondents over
the next three years: 18,618.
Additional collection of information is
proposed in SECTIONS 4, 5, 6, and 7 of
this revenue procedure, which will be reported and approved through Forms 1023
and 1024 (OMB approval numbers 1545–
0056 and 1545– 0057, respectively).
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number
assigned by the Office of Management
and Budget.

Bulletin No. 2014 –3

SECTION 13. FOR FURTHER
INFORMATION CONTACT:
For additional information, please contact Timothy Berger at 202-317-8533 or
Melinda Williams at 202-317-8532.
These are not toll free numbers.
26 CFR 601.105: Examination of returns and claims
for refund, credit, or abatement; determination of
correct tax liability
(Also: Part I, Sections 47 and 704; 1.46 –3, 1.704 –1.)

Rev. Proc. 2014 –12
SECTION 1. PURPOSE
This revenue procedure establishes the
requirements (the Safe Harbor) under
which the Internal Revenue Service (the
Service) will not challenge partnership allocations of § 47 rehabilitation credits by
a partnership to its partners. The Treasury
Department and the Service intend for the
Safe Harbor to provide partnerships and
partners with more predictability regarding the allocation of § 47 rehabilitation
credits to partners of partnerships that rehabilitate certified historic structures and
other qualified rehabilitated buildings.
SECTION 2. BACKGROUND
Section 38(a) provides a credit against
income taxes for certain business credits.
Business credits include the investment
credit determined under § 46. Section
38(b). Section 46 provides that, for purposes of § 38, the amount of the investment credit includes the rehabilitation
credit.
Section 47(a) provides that the rehabilitation credit for any taxable year is the
sum of 10 percent of the qualified rehabilitation expenditures with respect to any
qualified rehabilitated building other than
a certified historic structure, and 20 percent of the qualified rehabilitation expenditures with respect to any certified historic structure.
Section 47(b)(1) provides that qualified
rehabilitation expenditures with respect to
any qualified rehabilitated building shall
be taken into account for the taxable year
in which the qualified rehabilitated building is placed in service.
Section 50 provides additional rules for
computing the investment credit. Section
50(d)(5) makes applicable rules similar to

Bulletin No. 2014 –3

the rule of former § 48(d) (relating to
certain leased property). Accordingly, a
person who is a lessor of certain property
may elect with respect to the property to
treat the lessee as having acquired the
property if specified requirements are met,
including the income inclusion requirement of former § 48(d)(5).
Section 704(a) provides that a partner’s
distributive share of income, gain, loss,
deduction, or credit shall be, except as
otherwise provided in chapter 1 of subtitle
A of Title 26, determined by the partnership agreement. Under § 704(b), a partner’s distributive share of income, gain,
loss, deduction, or credit (or item thereof)
is determined in accordance with the partner’s interest in the partnership (taking
into account all facts and circumstances)
if (1) the partnership agreement does not
provide as to the partner’s distributive
share of income, gain, loss, deduction, or
credit (or item thereof), or (2) the allocation to a partner under the agreement of
income, gain, loss, deduction, or credit (or
item thereof) does not have substantial
economic effect.
Section 1.704 –1(b)(4)(ii) provides
that, with respect to the investment tax
credit provided by § 38, allocations of cost
or qualified investment made in accordance with § 1.46 –3(f) shall be deemed to
be made in accordance with the partners’
interests in the partnership. Under § 1.46 –
3(f)(2)(i), for purposes of § 47, each partner’s share of the qualified rehabilitation
expenditures is determined in accordance
with the ratio in which the partners divide
the general profits of the partnership (that
is, the taxable income of the partnership
described in § 702(a)(8)) regardless of
whether the partnership has a profit or loss
for its taxable year during which the qualified rehabilitation building is placed in
service.
In Historic Boardwalk Hall, LLC. v.
Commissioner, 694 F.3d 425 (3d Cir.
2012), cert. denied, U.S., No. 12–901,
May 28, 2013, the Third Circuit considered whether an investor’s interest in the
success or failure of a partnership that
incurred qualifying rehabilitation expenditures was sufficiently meaningful for the
investor to qualify as a partner in that
partnership. The agreements governing
the Historic Boardwalk Hall transaction
ensured that the investor would receive

415

the § 47 rehabilitation credits (or their
cash equivalent) and a preferred return,
with only a remote opportunity for additional sharing in profit. Both the § 47
rehabilitation credits and the preferred return were guaranteed as part of the transaction. The preferred return guarantee was
funded. The Third Circuit determined that
the investor’s return from the partnership
was effectively fixed, and that the investor
also had no meaningful downside risk because its investment was guaranteed. The
Third Circuit agreed with the Commissioner’s reallocation of all of the partnership’s claimed losses and tax credits from
the investor to the principal, holding that
“because [the investor] lacked a meaningful stake in either the success or failure of
[the partnership], it was not a bona fide
partner.” Id. at 463.
SECTION 3. SCOPE
The Safe Harbor in section 4 of this
revenue procedure applies in the case of a
partnership that validly claims the § 47
rehabilitation credit (Partnership). The
Service will not challenge a Partnership’s
allocations of validly claimed § 47 rehabilitation credits if the Partnership and its
partners satisfy the Safe Harbor. However, taxpayers should not infer that compliance with the Safe Harbor ensures that
the § 47 rehabilitation credits are otherwise valid. A Partnership and its partners
that do not satisfy each of the requirements in section 4 of this revenue procedure do not qualify for the Safe Harbor.
Partners in a Partnership may include
one or more managers authorized to act
for the Partnership (Principals) and one or
more Investors (as defined in section 4.01
of this revenue procedure). A Partnership
can be structured as either a Developer
Partnership or a Master Tenant Partnership. A Developer Partnership is a Partnership that owns and restores a qualified
rehabilitation building or a certified historic structure (Building). A Master Tenant Partnership is a Partnership that leases
a Building from a Developer Partnership
(Head Lease) and for which an election is
made pursuant to § 1.48 – 4(a)(1) to treat
the Master Tenant Partnership as having
acquired the Building solely for purposes
of the § 47 rehabilitation credit.
This revenue procedure applies only
with respect to allocations of § 47 reha-

January 13, 2014