The above acronym stands for “Limited In Name Only,” and so holds Ch J. Kathleen (“TBS = The Big Shillelagh”) Kerrigan in Denham Capital Management LP, Denham Capital Management GP LLC, Tax Matters Partner, T.C. Memo. 2024-114, filed 12/23/24.

The partners in the TMP claim to be limited partners per State (MA) law, therefore net earnings from self-employment should exclude the partners’ distributive shares.

Wrong, says Ch J TBS. The TMP partners run the show, provide all decision making functions for the (box-checked) partnership, made no capital contribution (except one partner did), and therefore State law is irrelevant. There’s copious citation of Tax Court precedent, and the TMP’s invitation to ignore same gets rejected.

As usual, it’s a case of “what do you do” rather than “what do you call yourself.”