‘‘PART III—PROCEDURE 
‘‘Sec. 6231. Notice of proceedings and adjustment. 
‘‘Sec. 6232. Assessment, collection, and payment. 
‘‘Sec. 6233. Penalties and interest. 
‘‘Sec. 6234. Judicial review of partnership adjustment. 
‘‘Sec. 6235. Period of limitations on making adjustments. 
‘‘SEC. 6231. NOTICE OF PROCEEDINGS AND ADJUSTMENT. 
‘‘(a) IN GENERAL.—The Secretary shall mail to the 
partnership and the partnership representative— 
‘‘(1) notice of any administrative proceeding 
initiated at the partnership level with respect to an 
adjustment of any item of income, gain, loss, deduc-
tion, or credit of a partnership for a partnership tax-
able year, or any partner’s distributive share thereof, 
‘‘(2) notice of any proposed partnership adjust-
ment resulting from such proceeding, and 
‘‘(3) notice of any final partnership adjustment 
resulting from such proceeding. 
Any notice of a final partnership adjustment shall not be 
mailed earlier than 270 days after the date on which the 
notice of the proposed partnership adjustment is mailed. 
Such notices shall be sufficient if mailed to the last known 
address of the partnership representative or the partner-
ship (even if the partnership has terminated its existence). 
The first sentence shall apply to any proceeding with re-
spect to an administrative adjustment request filed by a 
partnership under section 6226. 
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‘‘(b) FURTHER NOTICES RESTRICTED.—If the Sec-
retary mails a notice of a final partnership adjustment to 
any partnership for any partnership taxable year and the 
partnership files a petition under section 6234 with re-
spect to such notice, in the absence of a showing of fraud, 
malfeasance, or misrepresentation of a material fact, the 
Secretary shall not mail another such notice to such part-
nership with respect to such taxable year. 
‘‘(c) AUTHORITY TO RESCIND NOTICE WITH PART-
NERSHIP CONSENT.—The Secretary may, with the con-
sent of the partnership, rescind any notice of a partner-
ship adjustment mailed to such partnership. Any notice 
so rescinded shall not be treated as a notice of a partner-
ship adjustment for purposes of this subchapter, and the 
taxpayer shall have no right to bring a proceeding under 
section 6234 with respect to such notice. 
‘‘SEC. 6232. ASSESSMENT, COLLECTION, AND PAYMENT. 
‘‘(a) IN GENERAL.—Any imputed underpayment— 
‘‘(1) shall be assessed and collected in the same 
manner as if it were a tax imposed for the adjust-
ment year by subtitle A, and 
‘‘(2) shall be paid on or before the partnership 
return due date for the adjustment year. 
‘‘(b) LIMITATION ON ASSESSMENT.—Except as oth-
erwise provided in this chapter, no assessment of a defi-
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ciency may be made (and no levy or proceeding in any 
court for the collection of any amount resulting from such 
adjustment may be made, begun or prosecuted) before— 
‘‘(1) the close of the 90th day after the day on 
which a notice of a final partnership adjustment was 
mailed, and 
‘‘(2) if a petition is filed under section 6234 
with respect to such notice, the decision of the court 
has become final. 
‘‘(c) PREMATURE ACTION MAY BE ENJOINED.—Not-
withstanding section 7421(a), any action which violates 
subsection (b) may be enjoined in the proper court, includ-
ing the Tax Court. The Tax Court shall have no jurisdic-
tion to enjoin any action under this subsection unless a 
timely petition has been filed under section 6234 and then 
only in respect of the adjustments that are the subject 
of such petition. 
‘‘(d) EXCEPTIONS TO RESTRICTIONS ON ADJUST-
MENTS.— 
‘‘(1) ADJUSTMENTS ARISING OUT OF MATH OR 
CLERICAL ERRORS.— 
‘‘(A) IN GENERAL.— If the partnership is 
notified that, on account of a mathematical or 
clerical error appearing on the partnership re-
turn, an adjustment to a item is required, rules 
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similar to the rules of paragraphs (1) and (2) 
of section 6213(b) shall apply to such adjust-
ment. 
‘‘(B) SPECIAL RULE.—If a partnership is 
a partner in another partnership, any adjust-
ment on account of such partnership’s failure to 
comply with the requirements of section 
6222(a) with respect to its interest in such 
other partnership shall be treated as an adjust-
ment referred to in subparagraph (A), except 
that paragraph (2) of section 6213(b) shall not 
apply to such adjustment. 
‘‘(2) 
PARTNERSHIP
MAY
WAIVE
RESTRIC-
TIONS.—The partnership may at any time (whether 
or not any notice of partnership adjustment has 
been issued), by a signed notice in writing filed with 
the Secretary, waive the restrictions provided in sub-
section (b) on the making of any partnership adjust-
ment. 
‘‘(e) LIMIT WHERE NO PROCEEDING BEGUN.—If no 
proceeding under section 6234 is begun with respect to 
any notice of a final partnership adjustment during the 
90-day period described in subsection (b) thereof, the 
amount for which the partnership is liable under section 
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6225 shall not exceed the amount determined in accord-
ance with such notice. 
‘‘SEC. 6233. PENALTIES AND INTEREST. 
‘‘(a) PENALTIES AND INTEREST DETERMINED FROM 
REVIEWED YEAR.— 
‘‘(1) IN GENERAL.—In the case of an imputed 
underpayment with respect to a partnership adjust-
ment for a reviewed year, the partnership— 
‘‘(A) shall pay to the Secretary interest 
computed under paragraph (2), and 
‘‘(B) shall be liable for any penalty, addi-
tion to tax, or additional amount as provided in 
paragraph (3). 
‘‘(2) DETERMINATION OF AMOUNT OF INTER-
EST.—The interest computed under this paragraph 
with respect to any partnership adjustment is the in-
terest which would be determined under chapter 
67— 
‘‘(A) on the imputed underpayment deter-
mined with respect to such adjustment, 
‘‘(B) for the period beginning on the day 
after the return due date for the reviewed year 
and ending on the return due date for the ad-
justment year (or, if earlier, the date payment 
of the imputed underpayment is made). 
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Proper adjustments in the amount determined under 
the preceding sentence shall be made for adjust-
ments required for partnership taxable years after 
the reviewed year and before the adjustment year by 
reason of such partnership adjustment. 
‘‘(3) PENALTIES.—A partnership shall be liable 
for any penalty, addition to tax, or additional 
amount for which it would have been liable if such 
partnership had been an individual subject to tax 
under chapter 1 for the reviewed year and the im-
puted underpayment were an actual underpayment 
(or understatement) for such year. 
‘‘(b) INTEREST AND PENALTIES WITH RESPECT TO 
ADJUSTMENT YEAR RETURN.— 
‘‘(1) IN GENERAL.—In the case of any failure 
to pay an imputed underpayment on the date pre-
scribed therefor, the partnership shall be liable— 
‘‘(A) for interest as determined under 
paragraph (2), and 
‘‘(B) for any penalty, addition to tax, or 
additional amount as determined under para-
graph (3). 
‘‘(2) INTEREST.—Interest determined under 
this paragraph is the interest that would be deter-
mined by treating the imputed underpayment as an 
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