1. Introduction: What is Form 15057?

IRS Form 15057, officially titled Agreement to Rescind Notice of Final Partnership Adjustment, is an administrative legal agreement published by the Internal Revenue Service (IRS). It is governed by the centralized partnership audit regime enacted under the Bipartisan Budget Act of 2015 (BBA), administered by the IRS Large Business & International (LB&I) and Small Business/Self-Employed (SB/SE) Divisions pursuant to Internal Revenue Code (IRC) Section 6231(c).

This form is used during an IRS partnership examination when the IRS has already mailed a formal Notice of Final Partnership Adjustment (FPA)—such as Letter 5933—to the partnership, but both the IRS and the partnership subsequently agree to cancel (rescind) that notice. Form 15057 serves as the official bilateral contract that legally treats the issued FPA as if it had never been mailed, resetting the legal status of the audit and allowing the parties to resolve adjustments without entering formal court litigation.

2. Purpose of the Form: Why Does Form 15057 Exist?

Under the BBA audit rules, an audit culminates in the issuance of a Notice of Final Partnership Adjustment. The certified mailing of an FPA triggers a strict statutory 90-day window under Internal Revenue Code Section 6234 during which the partnership must file a petition in the U.S. Tax Court, the U.S. Court of Federal Claims, or a federal district court if it wishes to challenge the audit findings.

Once the IRS issues an FPA, the agency normally cannot withdraw it unilaterally. However, practical situations frequently arise where keeping the FPA active is harmful to both parties—such as when the notice was issued prematurely, when an administrative calculation error is discovered, or when the parties want to finalize a settlement in IRS Appeals without incurring court litigation costs. Form 15057 exists to solve these dilemmas by providing a statutory reset:

Treating the Notice as Never Issued: Under Section 6231(c), executing Form 15057 legally voids the FPA, returning both the partnership and the IRS to the exact legal positions they held the day before the notice was issued.
Stopping the 90-Day Litigation Clock: It relieves the partnership from being forced to file an expensive protective lawsuit in federal court simply to keep settlement negotiations alive.
Allowing Further Negotiations and Revisions: It reopens the administrative process, permitting the partnership to present new records, complete imputed underpayment modifications, or receive a revised, accurate FPA later.

3. Who Needs to File This Form?

Form 15057 is not a routine tax filing. It applies strictly to partnerships undergoing an examination under the BBA centralized audit rules. Specifically, it is utilized when:

A partnership subject to BBA audit procedures received a formal Notice of Final Partnership Adjustment (Letter 5933 or Letter 5933-A).
The partnership and the IRS mutually agree that the FPA should be rescinded to correct administrative errors, consider newly submitted records, or finalize an agreed settlement.
The partnership has not yet filed a petition in the U.S. Tax Court, Court of Federal Claims, or a federal district court contesting the FPA.
The officially designated Partnership Representative (PR)—or the Designated Individual (DI) if the PR is an entity—agrees to execute the rescission alongside the IRS.

4. Who Is Exempt / Not Required to File?

Because Form 15057 is an extraordinary administrative remedy, many partnerships and taxpayers are exempt or barred from using it:

Partnerships That Already Filed a Court Petition: Under federal law, if the partnership has already filed a petition in federal court challenging the FPA, the notice cannot be rescinded. Form 15057 is strictly unavailable once litigation commences.
Partnerships Proceeding to Court: If the partnership intends to litigate the audit adjustments in the U.S. Tax Court, it will let the 90-day window run and file its petition rather than signing a rescission.
Partnerships Agreeing to Entity-Level Payment: Partnerships that agree with the FPA and elect to pay the imputed underpayment or push out adjustments under Section 6226 do not rescind the notice.
Partnerships That Opted Out of the BBA: Small partnerships (100 or fewer partners) that elected out of the BBA regime under Section 6221(b) are audited under individual deficiency rules and use Form 8626 to rescind 90-day letters rather than Form 15057.
Individual Partners: Individual unit holders and partners never sign Form 15057; all authority rests exclusively with the Partnership Representative.

5. When to File: Deadlines and Frequency

Form 15057 is an event-based agreement with an inflexible deadline. It is not an annual recurring filing.

Form 15057 must be executed by both the Partnership Representative and the IRS within the 90-day period following the date the FPA was mailed, and prior to the filing of any court petition. If the 90-day window expires without a signed rescission agreement or a timely court petition, the FPA becomes final, and the IRS will immediately assess the full imputed underpayment, penalties, and interest. The rescission becomes legally effective only when countersigned by an authorized IRS official.

6. Where and How to File

Form 15057 is processed directly within the IRS audit division handling the partnership examination rather than a standard return processing center:

Electronic Portal Submission: Audited BBA partnerships are generally required to submit BBA forms electronically through the secure IRS BBA Online Forms Submission Service portal.
Direct Submission to Examination Teams: If the portal is unavailable, the signed Form 15057 should be transmitted via secure encrypted email, secure fax, or delivered directly to the revenue agent or Appeals officer handling your case.
Mailing Guidelines: If mailing, send the document via certified mail with tracking to the designated IRS address as per instructions provided in your audit correspondence.
Verification of IRS Countersignature: The partnership must ensure it receives an executed copy signed and dated by the authorized IRS official. The rescission is legally void without the IRS signature.

7. Step-by-Step Instructions to Fill Form 15057

Form 15057 is a concise legal agreement consisting of taxpayer identification, statutory legal declarations, and bilateral execution blocks. The table below outlines each primary section.

Section	Item / Clause	Required Information & Legal Standard
Header	Partnership Details	Legal name of the partnership, Employer Identification Number (EIN), and audited taxable year(s).
Paragraph 1	Rescission Agreement	Explicit date of the issued FPA and mutual agreement to rescind under IRC Section 6231(c).
Paragraph 2	Legal Effect of Rescission	Confirmation that the FPA is treated as never issued and court petition rights on that notice are voided.
Paragraph 3	Restoration of Rights	Confirmation that both parties return to pre-FPA status and the IRS retains the right to issue a later FPA.
Paragraph 4	No-Petition Affirmation	Affirmative legal representation that the partnership has not filed a court petition contesting the FPA.
Execution	Signatures & Titles	Signatures of the Partnership Representative (or Designated Individual) and the authorized IRS official.

Part 1: Partnership Identification

Enter the complete legal name of the partnership exactly as reported on its Form 1065. Enter the partnership’s nine-digit Employer Identification Number (EIN). In the tax period line, list the specific partnership taxable year or years covered by the issued Notice of Final Partnership Adjustment.

Part 2: The Rescission Clauses (Paragraphs 1 through 4)

The core of Form 15057 consists of four mandatory legal covenants under Treasury Regulation Section 301.6231-1(g):

Paragraph 1: Confirms the mutual consent between the partnership and the IRS to rescind the Notice of Final Partnership Adjustment dated on the line provided.
Paragraph 2: Establishes that the rescission treats the FPA as if it was never issued, meaning the partnership forfeits any right to bring a court proceeding under Section 6234 based on that specific notice.
Paragraph 3: Confirms that both parties return to their pre-FPA legal standing. The IRS expressly retains the right to issue a future FPA that is greater than, equal to, or less than the previous amount, from which the partnership will retain all administrative and court appeal rights.
Paragraph 4: The taxpayer explicitly swears that at the time of signing, the partnership has not petitioned the U.S. Tax Court, Court of Federal Claims, or a federal district court.

Part 3: Execution by the Partnership Representative

Only the designated Partnership Representative has the legal authority to bind the partnership to Form 15057:

If the PR is an individual, that person signs, dates, prints their name, and provides their contact telephone number.
If the PR is an entity (such as an LLC, accounting firm, or corporate manager), the appointed Designated Individual (DI) must sign on behalf of the entity PR, listing their corporate title and the legal name of the entity PR.

Part 4: IRS Official Execution

The form concludes with an execution block for the Internal Revenue Service. An authorized IRS official (such as a Territory Manager or Group Manager) must sign, date, and print their official title. The rescission agreement is invalid until this countersignature is obtained.

8. Required Documents and Information Needed Before Filling

Before executing Form 15057, the Partnership Representative and legal counsel should compile the following audit records:

A copy of the original Notice of Final Partnership Adjustment (Letter 5933 or 5933-A) showing the certified mailing date and audit schedules.
The draft Revenue Agent Report (RAR), Form 14792, or Form 15027 detailing the proposed adjustments and imputed underpayment calculations.
Official partnership documentation establishing the appointment of the current Partnership Representative and Designated Individual.
Written correspondence or meeting records with the IRS examination team or Appeals officer confirming mutual agreement to rescind the FPA.
A signed Form 2848 (Power of Attorney) if outside legal counsel or a CPA represents the partnership.

9. Common Mistakes to Avoid

Mishandling Form 15057 can inadvertently trap a partnership in immediate tax liability or strip away judicial review rights. Avoid these frequent errors:

Filing a Court Petition Before Signing: If the partnership files a petition in the Tax Court or a district court, the IRS loses all statutory authority to rescind the FPA under Section 6231(c). Rescission is strictly prohibited once a petition is filed.
Missing the 90-Day Statutory Window: Waiting until day 91 to seek rescission is fatal. If the 90-day period expires without a petition or a fully executed Form 15057, the FPA becomes final and the tax is assessed.
Assuming Rescission Cancels the Audit: Rescinding an FPA does not mean the audit is over or that the partnership owes zero tax. It simply rolls the clock back to the pre-FPA stage, leaving the audit open for further adjustment.
Unauthorized Signatures: Having a general partner or managing member sign Form 15057 when they are not the designated Partnership Representative renders the agreement legally invalid.
Failing to Secure the IRS Countersignature: The form is a bilateral contract. If the PR signs the form but the IRS never executes its signature block, the FPA remains legally active and the 90-day clock continues to run.

10. Penalties for Non-Filing or Errors

Form 15057 is an optional administrative agreement, so there are no direct late-filing fines for not submitting it. However, the legal and financial ramifications of failing to properly execute the form are severe:

Immediate Assessment of Full Tax Liability: If the 90-day window closes without a signed Form 15057 or a court petition, the IRS immediately assesses the full imputed underpayment, statutory penalties, and interest against the partnership without further administrative appeal rights.
Forfeiture of Judicial Review: Once Form 15057 is executed, the partnership cannot petition a court based on the rescinded FPA. The partnership must wait for a new FPA to be issued before it can file a court petition.
Perjury Consequences: Form 15057 requires an affirmative statement that no court petition has been filed. Making a false statement on the form constitutes federal perjury under 26 U.S.C. Section 7206.

11. Related Forms or Schedules

Form 15057 operates within an interconnected collection of BBA partnership audit and closing documents:

Form 14726: Waiver of the Notice of Final Partnership Adjustment (FPA) (used when the partnership agrees to the FPA and waives court rights).
Form 14792: Partnership Examination Changes, Imputed Underpayment Computation and Partnership Level Determinations.
Form 15027: Partnership Summary of Approved Modifications and the Imputed Underpayments.
Form 8980: Partnership Request for Modification of Imputed Underpayments Under IRC Section 6225(c).
Form 8988: Election for Alternative to Payment of the Imputed Underpayment (Section 6226 Push-Out Election).
Notice of Final Partnership Adjustment: Letter 5933 / Letter 5933-A.
Form 2848: Power of Attorney and Declaration of Representative.

12. Frequently Asked Questions (FAQs)

1. What does it mean to “rescind” a Notice of Final Partnership Adjustment?

Rescinding an FPA means the notice is legally cancelled and treated as if it was never issued. Both the partnership and the IRS are restored to the legal rights and obligations they held the day before the FPA was mailed.

2. Can a partnership file Form 15057 after filing a Tax Court petition?

No. Under Internal Revenue Code Section 6231(c), the IRS cannot rescind an FPA if the partnership has already filed a petition in the U.S. Tax Court, Court of Federal Claims, or a federal district court.

3. What happens to the 90-day court petition deadline when Form 15057 is executed?

Once Form 15057 is fully executed by both the Partnership Representative and the IRS, the original 90-day deadline is terminated because the underlying FPA is voided. The partnership cannot petition a court until the IRS issues a new FPA in the future.

4. Can the IRS issue a new FPA with higher taxes after signing Form 15057?

Yes. By signing Form 15057, the partnership explicitly acknowledges that the IRS retains the legal right to issue a subsequent FPA with an imputed underpayment that is higher than, equal to, or lower than the amount determined in the rescinded notice.

5. Does rescinding the FPA resolve the audit completely?

No. Rescinding the FPA does not close the audit. It simply reopens the examination or administrative settlement process, allowing the parties to continue negotiations, correct errors, or process additional modification requests.

6. Who must sign Form 15057 on behalf of the partnership?

Only the officially appointed Partnership Representative (PR) has the legal authority to sign. If the PR is an entity, the appointed Designated Individual (DI) must sign on the entity’s behalf.

13. Conclusion: Key Takeaways

IRS Form 15057 provides an invaluable administrative escape hatch for partnerships audited under the BBA centralized audit regime. By executing this bilateral agreement, the Partnership Representative and the IRS can cancel a premature or flawed Notice of Final Partnership Adjustment, halting the 90-day litigation countdown and reopening settlement channels.

Because executing Form 15057 waives court petition rights on the rescinded notice and requires strict compliance with statutory deadlines, Partnership Representatives should coordinate closely with experienced partnership tax attorneys and certified public accountants before signing the agreement.

IRS Form 15057 Guide: Rescind Final Partnership Adjustment