Petitioner TMP argues that the period of limitations in this case expired before respondent sent the FPAA with respect to Summit's tax year 2007. Respondent argues that the period of limitations was extended by the execution of a valid Form 872-P. In deciding this issue, we note the Supreme Court's admonition that "'[s]tatutes of limitation sought to be applied to bar rights of the Government,2015 Tax Ct. Memo LEXIS 149">*156 must receive a strict construction in favor of the Government.'" Badaracco v. Commissioner, 464 U.S. 386">464 U.S. 386, 464 U.S. 386">391, 104 S. Ct. 756">104 S. Ct. 756, 78 L. Ed. 2d 549">78 L. Ed. 2d 549 (1984) (quoting E.I. Dupont de Nemours & Co. v. Davis, 264 U.S. 456">264 U.S. 456, 264 U.S. 456">462, 44 S. Ct. 364">44 S. Ct. 364, 68 L. Ed. 788">68 L. Ed. 788 (1924)); see also Bufferd v. Commissioner, 506 U.S. 523">506 U.S. 523, 506 U.S. 523">527 n.6, 113 S. Ct. 927">113 S. Ct. 927, 122 L. Ed. 2d 306">122 L. Ed. 2d 306 (1993).

The period for assessing any income tax attributable to partnership items (or affected items) for a partnership taxable year will not expire before the later of a date which is three years after (1) the partnership files its information return for the taxable year in question or (2) the last day for filing such return for such year *148 (without extensions). Sec. 6229(a). However, that period may be extended by agreement at any time during the initial three-year period following the partnership's filing of its return. Sec. 6229(b)(1). Pursuant to section 6229(b)(1)(B), the period may be extended with respect to all partners by an agreement entered into by the Secretary and either the TMP or "any other person authorized by the partnership in writing to enter into such an agreement".

We must determine whether the Form 872-P executed by Mr. Gjelde in his capacity as managing member of Meridian was effective to extend the period of limitations. If it was effective, the period for assessment of taxes, interest, and additions to tax was extended and respondent's issuance of the FPAA for Summit's tax year 2007 was timely. If not, the period for assessment2015 Tax Ct. Memo LEXIS 149">*157 of any tax attributable to a partnership item, additions to tax, and interest for tax year 2007 expired before the FPAA was issued for that year.

Respondent argues that Mr. Gjelde, as managing member of both Summit SV Holdings and Meridian, had apparent authority to extend the period of limitations. Petitioner argues that the consent form does not extend the period of limitations because Meridian was not the proper TMP for tax year 2007 and therefore did not have authority to execute the Form 872-P. We sustain *149 respondent's determination. Mr. Gjelde, as managing member of Meridian, had apparent authority to execute the Form 872-P.

The expiration of the period of limitations on assessment is an affirmative defense, and the party raising it must specifically plead it and carry the burden of proving its applicability. Rules 39, 142(a). To establish this defense, the taxpayer must make a prima facie case establishing the filing of the partnership return, the expiration of the statutory period, and the mailing of the notice after the running of the period. Amesbury Apartments, Ltd. v. Commissioner, 95 T.C. 227">95 T.C. 227, 95 T.C. 227">240-241 (1990). Where this showing is made, the burden of going forward with the evidence shifts to the Commissioner, who must introduce evidence to show that the2015 Tax Ct. Memo LEXIS 149">*158 bar of the statute is not applicable. 95 T.C. 227">Id. at 241. Where the Commissioner makes this showing, the burden of going forward then shifts back to the party pleading the affirmative defense to show that the alleged exception to the expiration of the period is ineffective or otherwise inapplicable. Id. However, the burden of proof never shifts from the party who pleads the bar of the statute of limitations. Id.

Petitioner argues that Mr. Gjelde did not have authority to extend the period of limitations when he signed as managing member of Meridian because petitioner was the TMP for tax year 2007. As a result, petitioner argues that the Form 872-P *150 that he executed for tax year 2007 did not extend the period of limitations pursuant section 6229(b)(1)(B) and the FPAA is untimely and invalid.

Petitioner relies heavily on both Union Shipbuilding Co. v. Commissioner, 43 B.T.A. 1143">43 B.T.A. 1143 (1941), and Carnation Milk Prods. Co. v. Commissioner, 15 B.T.A. 556">15 B.T.A. 556 (1929), to support its argument that Meridian had no authority to extend the period of limitations for Summit. In Union Shipbuilding Co., we found that the period of limitations was not properly extended when an officer of a dissolved corporation executed waivers after the three-year winding-up period. In Carnation Milk Prods. Co., we held that a transferee's execution of the consent form did not properly extend2015 Tax Ct. Memo LEXIS 149">*159 the period of limitations for the predecessor. We distinguish the facts here from those of both 43 B.T.A. 1143">Union Shipbuilding Co. and 15 B.T.A. 556">Carnation Milk Prods. Co. on the ground that those cases address whether the successor entity had actual authority to extend the period of limitations.

Respondent argues that even if Mr. Gjelde did not have actual authority to sign the Form 872-P, he had apparent authority. Respondent contends that he reasonably believed that Mr. Gjelde, and Meridian, had authority to act on behalf of Summit. Respondent argues that this is evidenced by Mr. Gjelde's signature on the June 21 letter appealing Agent Battaglino's findings, his status as managing member of both Meridian and petitioner, and his signature in his personal capacity *151 on Summit's Form 1065 for tax year 2007. We agree that Mr. Gjelde, and Meridian, had apparent authority and respondent's reliance was not unreasonable.

Respondent cites Peking Inv. Fund, LLC v. Commissioner, T.C. Memo. 2013-288, and Inv. Eng'rs, Ltd. v. Commissioner, T.C. Memo.1994-255, aff'd without published opinion sub nom. Montelius v. Commissioner, 145 F.3d 1339">145 F.3d 1339 (9th Cir. 1998), in support of the argument that Meridian had apparent authority to extend the period of limitations. First, in Inv. Eng'rs, Ltd., we found that the sole general partner, Mr. Curtis, had authority to execute the consents, and therefore2015 Tax Ct. Memo LEXIS 149">*160 to delegate that power. Further, it was Messrs. Curtis' and Montelius' intent to shift that authority, and with that authority, the power to execute the consents, to Mr. Montelius. We determined that the written agreement authorized Mr. Montelius to assume the general partner's powers regardless of whether the agreement properly changed Mr. Montelius' status. We held that Mr. Montelius had the authority required by section 6229(b).

In an unpublished opinion, the Court of Appeals for the Ninth Circuit upheld our decision in Inv. Eng'rs, Ltd. In discussing Mr. Montelius' apparent authority to act on behalf of the partnership as a general partner, the court stated:

[T]he Partnership, through its agent Curtis, led Claus [the IRS agent] to believe that Montelius was an agent of the Partnership with the powers of general partner. Given the fact that Montelius was, in fact, *152 acting as general partner, Claus's reliance on Curtis's representations was not unreasonable. Because Montelius was an agent of the Partnership with ostensible authority to act as general partner, the broad grant of authority to general partners in the Partnership Agreement provided him with the necessary written authorization to sign consents2015 Tax Ct. Memo LEXIS 149">*161 under § 6229(b)(1)(B).

However, the Court of Appeals for the Fifth Circuit reversed our decision in Med. & Bus. Facilities, Ltd. v. Commissioner, T.C. Memo. 1994-38, rev'd, 60 F.3d 207">60 F.3d 207 (5th Cir. 1995), finding reliance on the improper party's signature unavailing to establish apparent authority and noting that there was no written document in the record that would vest Mr. Brooks with authority as required by section 6229(b)(1)(B). Med. & Bus. Facilities, Ltd. v. Commissioner, 60 F.3d 207">60 F.3d at 211-212. The Court of Appeals also stated, in regard to estoppel, that "[b]ecause any designation of a TMP would be filed with the IRS itself, the IRS cannot reasonably rely on the representations of a third party as to the identity of a TMP." 60 F.3d 207">Id. at 212.

We distinguish our facts from those of Med. Bus. Facilities, Ltd.on the ground that the purported TMP, Mr. Brooks, and the actual TMP, Mr. Stevens, were two different individuals. Mr. Gjelde was the proper individual to sign for both petitioner and Meridian. See Three G Trading Corp. v. Commissioner, T.C. Memo. 1988-131*153 ("[T]he issue in Carnation was WHO signed, while in Eversole the issue was 'HOW (in what capacity)' it was signed. * * * The same distinction applies herein, since there is no question that Glass was authorized to sign on behalf of petitioner."). Further, "'the use of the verbal auxiliary "may," rather than "shall," in the first sentence of2015 Tax Ct. Memo LEXIS 149">*162 section 301.6229(b)-1T, Temporary Proced. & Admin. Regs., * * * establishes that the procedures specified in the regulation [for drafting, executing, and filing a section 6229(b)(1)(B) authorization] are permissive and not mandatory'", and the partnership "may use another method to authorize a person to extend * * * [the period of limitations]." Inv. Eng'rs, Ltd. v. Commissioner, T.C. Memo. 1994-255 (quoting Cambridge Research & Dev. Grp. v. Commissioner, 97 T.C. 287">97 T.C. 287, 97 T.C. 287">295 (1991)).³ Lastly, in Cascade P'ship v. Commissioner, T.C. Memo. 1996-299, we noted that the venue for appeal was the Court of Appeals for the Ninth Circuit, which had not yet addressed the specific question regarding estoppel. In this case, the appeal venue would seem to be the same, as Summit's principal place of business is in Washington State, and that Court of Appeals has addressed apparent authority in 145 F.3d 1339">Montelius as discussed supra. Seesec. 7482(b)(1)(E).

*154 Further, in Peking Inv. Fund, LLC we held that although the appointment of participant as the successor TMP was invalid, the consent to extend the period of limitations was still valid because the appointment granted participant the authority to deal with the IRS, including the authority to extend the period2015 Tax Ct. Memo LEXIS 149">*163 of limitations, on behalf of the LLC. We found that "[a]lthough both appointments [of Montelius in Inv. Eng'rs, Ltd. and participant in Peking Inv. Fund, LLC] may have been inefficacious to accomplish the stated purpose (i.e., designation of a TMP or creation of a general partner), both granted authority that was broad enough to permit the recipient to deal with the IRS on behalf of the partnership (or in this case, the LLC), including the authority to execute consents extending the period of limitations." Peking Inv. Fund, LLC v. Commissioner, at *38.

We held in Amesbury Apartments, Ltd. that the representative named in the power of attorney satisfied the requirements of section 6229(b)(1)(B). We further held that the general partner having the authority to do so may extend to an agent of the partnership authority to extend the section 6229(a) period with respect to all partners. Amesbury Apartments, Ltd. v. Commissioner, 95 T.C. 227">95 T.C. 242-243. In Cambridge Research & Dev. Grp. v. Commissioner, 97 T.C. 287">97 T.C. 297, we stated that "[a]n implicit conclusion to be drawn from Amesbury Apartments, Ltd. is that the general partner there, although not the tax matters partner, had authority to *155 delegate the power to execute consents to extend the period of limitations on behalf of all partners."

Mr. Gjelde, as the managing partner of petitioner, the TMP of Summit, executed a Form 2848, granting Mr. Burgess the authority2015 Tax Ct. Memo LEXIS 149">*164 to represent Summit before the IRS as to Summit's matters for tax years 2006, 2007, and 2008. Accordingly, Mr. Burgess was an agent of Summit. He had the power of attorney for Summit for tax year 2007, designated through Form 2848. Further, he had the power to represent Summit in matters with the IRS, specifically the power to execute consents and extend the period of limitations on behalf of Summit granted by the Form 2848.

In both Inv. Eng'rs, Ltd. and Peking Inv. Fund, LLC there was a writing granting the signator authority that could be deemed to satisfy section 6229(b)(1)(B). However, it was not Mr. Burgess that signed the consent, but Mr. Gjelde, as the managing member of Meridian. There is no evidence of any such writing that would satisfy the requirements of section 6229(b)(1)(B), granting Mr. Gjelde, for Meridian, the actual authority to sign the Form 872-P. But Mr. Gjelde, for Meridian, did have apparent authority to sign it.

The law of the State of incorporation is controlling in deciding questions of actual authority, while the law of a State where a contract is made is controlling in *156 deciding questions of apparent authority. Lee v. Jenkins Bros., 268 F.2d 357">268 F.2d 357, 268 F.2d 357">363-364 (2d Cir. 1959). Under Washington law, "apparent authority exists where words or conduct by the principal2015 Tax Ct. Memo LEXIS 149">*165 are reasonably interpreted by a third party as conferring authority upon the agent." State v. Bryant, 146 Wash. 2d 90, 42 P.3d 1278">42 P.3d 1278, 42 P.3d 1278">1284 (Wash. 2002) (citing Restatement, Agency 3d, sec. 2.03 (2000)); see also Udall v. T.D. Escrow Servs., Inc., 159 Wash. 2d 903, 154 P.3d 882">154 P.3d 882, 154 P.3d 882">888 (Wash. 2007) ("An agent has apparent authority when a third party reasonably believes the agent has authority to act on behalf of the principal and that belief is traceable to the principal's manifestations.").

Mr. Gjelde signed the Form 872-P in his capacity as Managing Member, Meridian Equity, LLC, Tax Matters Partner. Further, the Form 872-P was scanned and attached to an email to Agent Battaglino from Mr. Burgess, the representative for Summit, expressing the intention that the Form 872-P was to be signed and delivered to Agent Battaglino. Summit, through its representative and agent Mr. Burgess, led Agent Battaglino to believe that Mr. Gjelde, as managing member of Meridian, had the power to execute such consents. Further, petitioner admits that Mr. Gjelde was the correct natural person to sign, albeit in a different capacity. We find that respondent's reliance on the representations was not unreasonable. *157 We hold that the Form 872-P executed by Mr. Gjelde was effective to extend the period of limitations. Because respondent has presented a consent extending the period of limitations2015 Tax Ct. Memo LEXIS 149">*166 for assessing tax beyond the date of the FPAA and petitioner has not proved that consent ineffective, the FPAA was timely issued.

In reaching our holdings herein, we have considered all arguments made by the parties, and, to the extent not mentioned above, we conclude they are moot, irrelevant, or without merit.

To reflect the foregoing,

An appropriate order will be issued.