SAMPLE FILE MEMO FORMAT

TO: File/Partner/Client

FROM: Your Name

DATE: Date memo is issued

RE: Subject matter/File number


I. FACTS

Tell the story of what is going on with your client and why he/she has a tax issue. Do
not merely list bullet points of the facts but write a paragraph which hopefully will
emphasize factors that will help them utilize favorable tax law as you analyze the
situation.

Note that this memo should be written throughout in the objective voice, not first person.
In other words, you should not have I think, I believe etc., but instead write, the tax
law indicates, the court in Jones held . . .

II. ISSUE(S):

A.

B.

List here LEGAL issues, not factual inquiries. An example of a legal issue is may the
taxpayer deduct expenses for his job search? An example of a factual inquiry would be
did the taxpayer file his Form 1040 using the married filing jointly status?

III. SHORT ANSWER

Put just a summary paragraph or explanation here.


IV. ANALYSIS

A. Framework of Authorities


In this section, do not merely cut and paste the text of the authorities here. While it is
appropriate from time to time to quote from the Code, Regulations, etc., you mostly
should be paraphrasing the law in a manner that the reader can grasp the important
concepts in the tax law.
1. Statutory Authority

This section should include citations to the laws, such as the Internal Revenue Code.
Include here any relevant legislative history.


2. Treasury Regulations

The Regulations should be cited in this order: Final Regulations, Temporary
Regulations, Proposed Regulations

3. Case Law

This section should have discussion and citation of relevant court cases, including cases
in this order:

I. Federal
A. US Supreme Court
B. Federal Court of Appeals (starting with the Circuit that is applicable to your client),
Bankruptcy Appellate Panels, Court of Claims
C. Federal District Courts, District Bankruptcy Courts
D. Tax Court

II. State (start with your clients jurisdiction and then go alphabetically by state)
A. State Supreme Court
B. State Court of Appeals
C. State District Court

Do not forget to check (or Shepardize) case law to ensure it has not been overturned or
otherwise nullified!


4. Treasury Publications (or IRS Position)

This section will include guidance from the Treasury, which will include in this order:
Revenue Rulings, Revenue Procedures, Private Letter Rulings, Technical Advice
Memoranda, General Counsel Memoranda, Chief Counsel Advice and Notices, Actions
on Decisions, and Field Service Advice. If there are absolutely no other sources, you can
cite to IRS Notices, Internal Revenue Manual, IRS Forms and Instructions, but note that
these items have almost no authoritative value and there are usually much better sources
(e.g., Code, Regs., and cases) to use instead.


5. Other Secondary Materials

Secondary material should be cited in this order:
Model Codes or Restatements, Books, Journals, Annotations, Scholarly or Tax Trade
Magazines.


B. Application

In this section you should thoroughly apply the law and authority to your clients specific
facts. At this point, your legal research should have yielded certain criteria or tests. Go
down each test and explain why your clients facts do our do not meet the tests.


C. Conclusion

This section should thoroughly explain based on the authority and application of the facts
to the law why you have reached your conclusion. You may want to qualify your
conclusion if you are having to assume certain facts, or alternatively point out to the
client that a change in their facts could lead you to a different conclusion.