IRS Chief Counsel: Divisions, Field Counsel, and Litigation

The IRS Office of Chief Counsel is organized as two main branches under a Senate-confirmed Chief Counsel: a National Office that develops tax policy and publishes binding legal guidance, and a field operation that litigates cases and advises IRS employees on individual taxpayer disputes. Around 1,800 attorneys work across the organization.¹ A handful of specialized offices sit alongside those two branches to handle criminal prosecution referrals, practitioner discipline, disclosure requests, and internal quality review. Knowing which office does what tells you who writes the rule you’re relying on, who you’ll face in Tax Court, and where to send a ruling request.

Who Leads the Office and Who They Answer To

The Chief Counsel is a presidential appointee confirmed by the Senate, one of only two Senate-confirmed positions at the IRS. The statute assigns five core duties: serving as legal advisor to the Commissioner, furnishing legal opinions for rulings and technical advice memoranda, helping prepare legislation and regulations, representing the Commissioner in Tax Court, and deciding which civil actions to litigate or refer to the Department of Justice.²

The reporting chain has a twist worth understanding. The Chief Counsel reports directly to the IRS Commissioner on most day-to-day matters, but reports solely to the Treasury Department’s General Counsel on legal interpretations that relate exclusively to tax policy. For legal advice that isn’t limited to pure policy questions, and for tax litigation, the reporting runs to both the Commissioner and the General Counsel. If those two disagree on a jointly referred matter, the Secretary or Deputy Secretary of the Treasury breaks the tie.³ Everyone inside the Office of Chief Counsel reports to the Chief Counsel, not to the Commissioner or anyone else at the IRS.²

Two principal deputies sit directly below the Chief Counsel. The Deputy Chief Counsel (Technical) oversees the National Office divisions that develop tax policy and draft published guidance. The Deputy Chief Counsel (Operations) manages the field attorneys who litigate cases and advise IRS employees handling audits and collections.⁴ This split between a policy arm and a litigation arm is the defining structural feature of the organization.

National Office Technical Divisions

The legal policy engine lives in the National Office, organized into Associate Chief Counsel divisions. Each division owns a specific slice of the tax code and is responsible for drafting Treasury Regulations, issuing revenue rulings and revenue procedures, and providing technical advice to the field. The Secretary of the Treasury holds the statutory authority to prescribe tax regulations, and the Commissioner carries out that function with the Secretary’s approval.⁵ The Associate Chief Counsel offices do the drafting.

Income Tax and Accounting

Covers corporate tax, partnership rules, income recognition, deductions and credits for individuals and corporations, depreciation, capital gains and losses, accounting methods and periods, installment sales, long-term contracts, inventories, and the alternative minimum tax.⁶ Questions about when to recognize business income or how to handle a complex depreciation schedule ultimately trace back to positions developed here.

Passthroughs, Trusts, and Estates

About 50 attorneys handle S corporations, partnerships, trusts, and estates, along with estate and gift tax liability, valuation of estate property, generation-skipping transfer taxes, powers of appointment, and disclaimers.⁶

Energy, Credits, and Excise Tax

Roughly 40 attorneys cover energy and natural resources taxation (including production and investment tax credits), excise taxes and related credits, and cooperatives under Subchapter T.⁶ This office also handles prevailing wage and apprenticeship requirements attached to many clean energy credits, along with the elective pay and credit transfer provisions that have become more prominent since the Inflation Reduction Act.

Financial Institutions and Products

About 50 attorneys provide guidance on the tax treatment of banks, thrift institutions, insurance companies, regulated investment companies, and real estate investment trusts. The division also handles asset securitization, life insurance contracts, annuities, options, forward and futures contracts, notional principal contracts, original issue discount obligations, hybrid instruments, and hedging arrangements.⁶

Procedure and Administration

Owns the rules governing how the IRS interacts with taxpayers: assessment procedures, collection, penalties, interest, and statutes of limitations. It also handles Freedom of Information Act requests for Chief Counsel records through its Disclosure and Litigation Support Branch.⁷ When the IRS takes a position on tax lien validity or how penalties should be approved, the legal foundation comes from this office.

International and Tax Exempt/Government Entities

The International division focuses on cross-border transactions, tax treaty interpretation, foreign tax credits, and transfer pricing. Tax Exempt and Government Entities provides legal services on employee benefit plans (including retirement plans, deferred compensation, and health and welfare programs), exempt organizations, tax-exempt bonds, and employment tax issues arising across all IRS operating divisions.⁶

Positions established by these National Office divisions bind the rest of the IRS. A revenue agent in Texas and one in New York should apply the same rule to the same facts because the technical division has settled the question. Centralization is the point.

The Guidance These Divisions Produce

Not every document coming out of the National Office carries the same authority.

Revenue rulings are official interpretations of the Internal Revenue Code applied to a specific set of facts, published in the Internal Revenue Bulletin. They represent the IRS’s stated position and guide taxpayers, IRS personnel, and tax professionals.⁸
Revenue procedures are official statements of IRS procedures affecting taxpayer rights or duties, also published in the Internal Revenue Bulletin. Where a revenue ruling states a position, a revenue procedure tells you how to comply with it.⁸
Private letter rulings are written responses to individual taxpayer requests about the tax consequences of a specific proposed transaction. A PLR binds the IRS with respect to the taxpayer who requested it, provided that taxpayer described the transaction accurately and carries it out as described. Other taxpayers cannot rely on someone else’s PLR as precedent.⁸
Technical advice memoranda are written guidance issued by an Associate Chief Counsel office in response to a request from IRS Examination or Appeals staff. A TAM addresses how the law applies to a specific taxpayer’s closed transaction and represents the final position of the Office of Chief Counsel on those facts. Like PLRs, TAMs apply only to the taxpayer in question.⁹

Revenue rulings and procedures set broadly applicable rules. PLRs and TAMs settle one taxpayer’s question. When an issue keeps generating technical advice requests, the National Office may eventually publish a revenue ruling to address it for everyone.

Field Counsel and Litigation

The other half of the organization is the litigation and advisory arm that supports IRS employees in the field. These attorneys advise revenue agents during audits, represent the Commissioner in Tax Court, and handle legal work on collection enforcement actions. The largest field operation is the Division Counsel for Litigation and Advisory, with over 1,100 attorneys and paralegals divided into seven geographic areas.⁶

Field attorneys are organized to mirror the IRS’s main operating divisions: Large Business and International, Small Business/Self-Employed, Tax Exempt/Government Entities, and Wage and Investment. Attorneys working with LB&I examiners on a large corporate audit develop expertise in the same complex issues those examiners see every day. A field attorney’s advice focuses on the facts and law of a single case, which distinguishes it from the policy-setting work of the National Office.

Tax Court Representation

When a taxpayer receives a notice of deficiency and petitions the U.S. Tax Court, a field counsel attorney represents the Commissioner. That attorney prepares pleadings, conducts discovery, negotiates settlements, and tries the case. Settlement authority follows a chain of internal approvals, and which official signs off depends on the case’s complexity and stage.¹⁰

Cases Outside Tax Court

The Office of Chief Counsel does not litigate tax cases in federal district courts or the Court of Federal Claims. When a case needs to proceed in those courts, field counsel attorneys prepare civil suit referrals to the Department of Justice and then assist DOJ attorneys with the litigation.¹¹ The Office also prepares recommendations on whether to appeal adverse decisions, seek certiorari, or settle, coordinating those positions with DOJ so the IRS takes consistent technical positions across all courts.

Strategic Litigation Division

Some cases are too significant for the ordinary field counsel structure. The Strategic Litigation Division, headed by a Division Counsel who reports to the Deputy Chief Counsel (Operations), handles the highest-profile Tax Court cases. With roughly 76 attorneys and 36 paralegals in 30 cities, its Special Trial Attorneys take on cases that could establish national precedent or are otherwise critical to tax administration.⁶

The division manages the Significant Case Coordination Program, which flags cases approaching litigation that warrant centralized oversight. It also prepares enforcement and settlement letters in major summons enforcement and refund litigation, coordinates with DOJ on appeals, and drafts recommendations on whether the government should seek Supreme Court review.⁴

Criminal Tax Division

Criminal Tax operates separately from the civil litigation structure. Its roughly 85 attorneys in 35 offices provide legal advice and assistance to IRS Criminal Investigation during investigations and prosecutions of tax crimes, Bank Secrecy Act violations, and money laundering.⁶ These attorneys advise on undercover operations, electronic surveillance, search warrants, attorney-client privilege questions, cybercrimes, and sentencing issues. When an investigation is ready for prosecution, Criminal Tax attorneys prepare the referral to the Department of Justice and coordinate with DOJ throughout the case.¹¹ The division also handles criminal and civil forfeiture proceedings.

Specialized Offices

Office of Professional Responsibility

OPR has exclusive authority to investigate and discipline tax practitioners who violate the standards of conduct set out in Treasury Department Circular No. 230. Those standards govern attorneys, CPAs, enrolled agents, and other professionals who represent clients before the IRS or provide written tax advice.¹² Enforcement can include formal disciplinary proceedings and sanctions for confirmed violations.¹³

Disclosure and FOIA Processing

The Disclosure and Litigation Support Branch within Procedure and Administration handles FOIA requests for Chief Counsel records. Attorneys review whether requests are legally sufficient, coordinate with any pending litigation to avoid inconsistent privilege assertions, and make discretionary disclosure decisions while protecting taxpayer privacy under Section 6103.⁷ Some exemptions are mandatory and cannot be waived, particularly the prohibition on disclosing tax returns and return information.

Office of Review

The Office of Review provides internal quality control, reviewing proposed legal advice and litigation positions before they go out the door. Its purpose is to ensure field counsel positions align with the policy guidance issued by the National Office technical divisions, so a field office doesn’t take a legal position that contradicts what the National Office has published.

Where Taxpayers Actually Meet This Office

Most taxpayers never think about the Chief Counsel org chart, but its structure shapes several situations where you can end up dealing directly with it.

If you want advance certainty about the tax consequences of a planned transaction, you can request a private letter ruling from the National Office. The request must include a user fee, a complete statement of the relevant facts and legal authorities, and proper designation of any representative through Form 2848 (Power of Attorney).¹⁴ The Associate Chief Counsel office with jurisdiction over the relevant issue reviews the request and issues the ruling. A favorable ruling binds the IRS only for you, and only if you carry out the transaction exactly as described.⁸

During an audit, if a technical or procedural question can’t be resolved with existing published guidance, either the examining agent or the taxpayer can request that the issue be referred to the National Office for a technical advice memorandum. The Associate Chief Counsel office issues a written memorandum applying the law to your specific facts, and that memorandum is the final position of the Office of Chief Counsel for your case.⁹ A TAM request can be a powerful tool when existing guidance is ambiguous or when the examining agent is applying a position you believe is incorrect.

If you petition the Tax Court after receiving a notice of deficiency, you’ll be litigating against a field counsel attorney. In significant or precedent-setting cases, that attorney may come from the Strategic Litigation Division. If the case reaches federal district court or the Court of Federal Claims instead of Tax Court, the Department of Justice takes the lead, with Chief Counsel attorneys assisting behind the scenes.

1
IRS Careers. Meet Our Attorneys
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Office of the Law Revision Counsel. 26 USC 7803 – Commissioner of Internal Revenue; Other Officials
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Internal Revenue Service. IRM 5.17.1 General Information
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Internal Revenue Service. IRM 30.3.2 Delegations of Authority and Designations
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Office of the Law Revision Counsel. 26 USC 7805 – Rules and Regulations
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IRS Careers. Legal Divisions
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Internal Revenue Service. IRM 30.11.1 FOIA Requests for Chief Counsel Records
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Internal Revenue Service. Understanding IRS Guidance – A Brief Primer
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Internal Revenue Service. IRM 33.2.1 Issuing Technical Advice Memorandum and Technical Expedited Advice Memoranda
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Internal Revenue Service. IRM 35.5.2 Settlements by Counsel
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Internal Revenue Service. IRM 1.1.6 Chief Counsel
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Internal Revenue Service. Office of Professional Responsibility and Circular 230
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Internal Revenue Service. The Office of Professional Responsibility (OPR) at a Glance
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Internal Revenue Service. IRM 32.3.2 Letter Rulings