Seaview Trading, LLC, Agk Inve v. Cir ( 2022 )


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  •                     FOR PUBLICATION
    UNITED STATES COURT OF APPEALS
    FOR THE NINTH CIRCUIT
    SEAVIEW TRADING, LLC, AGK                       No. 20-72416
    INVESTMENTS, LLC, TAX MATTERS
    PARTNER,                                         Tax Ct. No.
    Petitioner-Appellant,               1837-11
    v.
    OPINION
    COMMISSIONER OF INTERNAL
    REVENUE,
    Respondent-Appellee.
    Appeal from a Decision of the
    United States Tax Court
    Argued and Submitted October 18, 2021
    San Francisco, California
    Filed May 11, 2022
    Before: Bridget S. Bade and Patrick J. Bumatay, Circuit
    Judges, and William K. Sessions III, * District Judge.
    Opinion by Judge Bumatay;
    Dissent by Judge Bade
    *
    The Honorable William K. Sessions III, United States District
    Judge for the District of Vermont, sitting by designation.
    2                   SEAVIEW TRADING V. CIR
    SUMMARY **
    Tax
    The panel reversed the Tax Court’s summary judgment
    in favor of the government, in a petition challenging a Final
    Partnership Administrative Adjustment and involving
    whether the three-year limitations period for adjustment of
    partnership losses under 
    26 U.S.C. § 6229
    (a) had begun to
    run, and remanded for further proceedings.
    Taxpayer Seaview Trading, LLC, a California-based
    limited liability company, is classified as a partnership for
    federal tax purposes. Seaview believed it filed its 2001
    partnership tax return (Form 1065) in July 2002, but the
    Internal Revenue Service has no record of receiving it. In
    2005, in response to a letter from an IRS revenue agent
    notifying it that the IRS had not received its 2001 federal
    income return, Seaview faxed the agent a signed copy of
    Form 1065. The next month, the same IRS agent informed
    Seaview that its 2001 return had been selected for
    examination and requested further information, including all
    copies of the signed Form 1065. In 2006, during an interview
    of Seaview’s accountant, the IRS noted that the accountant
    had previously provided a signed tax return and introduced
    Form 1065 as an exhibit. In 2007, Seaview’s counsel mailed
    another signed copy of the 2001 Form 1065 to an IRS
    attorney.
    In 2010, the IRS issued Seaview a Final Partnership
    Administrative Adjustment (FPAA) for 2001. In that notice,
    **
    This summary constitutes no part of the opinion of the court. It
    has been prepared by court staff for the convenience of the reader.
    SEAVIEW TRADING V. CIR                     3
    the IRS stated that it had no record of a tax return filed by
    Seaview for 2001, but that the partnership had provided a
    copy of the return it claimed to have filed. The notice also
    indicated that none of the income/loss/expense amounts in
    the 2001 return were allowable. Seaview filed a petition in
    the Tax Court challenging the adjustment of losses.
    The Tax Court held that Seaview did not “file” a tax
    return when it faxed a copy to the IRS agent or mailed a copy
    to the IRS counsel and, in any case, the copies of the 2001
    Form 1065 sent to the IRS in 2005 and 2007 were not
    “returns.” Seaview and the IRS then settled all their disputes
    but reserved Seaview’s right to appeal the Tax Court’s
    decision.
    The panel first addressed whether the limitations period
    for adjustment of partnership losses under 
    26 U.S.C. § 6229
    (a) had begun to run. This issue turns on whether
    Seaview’s tax return was ever “filed.” The panel held that
    when (1) an IRS official authorized to obtain and receive
    delinquent tax returns informs a partnership that a tax return
    is missing and requests that tax return, (2) the partnership
    responds by giving the IRS official the tax return in the
    manner requested, and (3) the IRS official receives the tax
    return, then the partnership has “filed” a tax return for
    purposes of § 6229(a). Accordingly, the panel concluded
    that Seaview’s 2001 tax return was filed when the IRS agent
    requested the missing return, Seaview delivered it, and the
    IRS acknowledged receipt during the auditing process in
    connection with the FPAA. Because the return was filed in
    2005, the IRS’s notice of FPAA in 2010 was untimely.
    The panel next addressed whether Seaview’s belated
    submission of its Form 1065 qualified as a “return.” The
    panel applied the test under Beard v. Commissioner, 
    82 T.C. 4
                     SEAVIEW TRADING V. CIR
    766, 777 (1984): (1) the document must purport to be a
    return, (2) it must be executed under penalty of perjury, (3) it
    must contain sufficient data to allow calculation of tax, and
    (4) it must represent an honest and reasonable attempt to
    satisfy the requirements of the tax law. Applying those
    factors, the panel concluded that the Form 1065 was a
    “return.”
    Dissenting, Judge Bade wrote that because it is
    undisputed that Seaview failed to file its return to the correct
    location in Ogden, Utah, in the manner prescribed in the
    applicable statute and regulations, either on time or
    belatedly, that conclusion should end the inquiry and the
    panel should affirm the Tax Court.
    SEAVIEW TRADING V. CIR                    5
    COUNSEL
    Lisa S. Blatt (argued), Sarah M. Harris, J. Matthew Rice, and
    Kimberly Broecker, Williams & Connolly LLP,
    Washington, D.C.; David W. Foster and Armando Gomez,
    Skadden Arps Slate Meagher & Flom LLP, Washington,
    D.C.; for Petitioner-Appellant.
    Anthony T. Sheehan (argued) and Arthur T. Catterall,
    Attorneys; David A. Hubbert, Acting Assistant Attorney
    General; Tax Division, United States Department of Justice,
    Washington, D.C.; for Respondent-Appellee.
    Professor T. Keith Fogg, Director; Janice Rovner Feldman,
    Volunteer Attorney; Tax Clinic at the Legal Services Center
    of Harvard Law School, Jamaica Plain, Massachusetts; for
    Amici Curiae Center for Taxpayer Rights and Federal Tax
    Clinic at the Legal Services Center of Harvard Law School.
    6                 SEAVIEW TRADING V. CIR
    OPINION
    BUMATAY, Circuit Judge:
    Imagine you get a letter from an Internal Revenue
    Service official saying that the IRS never received the tax
    return you thought you filed four years ago. In response, you
    fax a copy of your return to the IRS official. Two years go
    by, you then talk with an IRS lawyer, who again asks you for
    the same return. After that conversation, you send another
    copy of the return.
    Three more years pass. You then get a notice that the
    IRS has decided to adjust your tax liability. The result: you
    owe the IRS a lot more money.
    How can this be?—you ask. The IRS normally has only
    three years to adjust your taxes after you’ve filed your return.
    Not so fast, says the IRS. The two times you sent copies of
    the return to its officials didn’t count. You never mailed a
    return to an IRS service center; so, the return was never
    “filed.” And since you never “filed” a return, the IRS
    explains that it can still come after you at any time.
    But that’s not what the IRS has said elsewhere. The IRS
    has alerted taxpayers many times that they can properly
    “file” their returns by sending late returns to IRS officials
    who ask for them. In fact, the IRS has said doing so is the
    preferred way to send late returns.
    That is exactly what happened here. Seaview Trading,
    LLC twice responded to inquiries from IRS officials about
    the whereabouts of its 2001 partnership tax return. And both
    times, Seaview promptly delivered the return to the officials.
    Rather than consider the return “filed,” the IRS claims
    Seaview never filed a return. This logic defies the statutory
    SEAVIEW TRADING V. CIR                     7
    text, applicable regulations, IRS policies and practices, and
    common sense. For those reasons, we reverse.
    I.
    Seaview Trading, LLC, a California-based limited
    liability company, is classified as a partnership for federal
    tax purposes. In 2001, Robert Kotick was Seaview’s
    majority partner, owning over 99% of the company.
    Robert’s father, Charles, was the minority partner. Seaview
    believed it filed its partnership tax return—also known as a
    Form 1065—for the 2001 tax year back in July 2002. In its
    Form 1065 for 2001, Seaview reported a $35,459,542 loss
    from a tax-shelter transaction. Seaview claims it mailed the
    return to the IRS service center in Ogden, Utah—the correct
    place to send timely returns. But the IRS has no record of
    receiving such a filing. Even though Seaview has produced
    a certified mail receipt for the return’s mailing, it concedes
    that it cannot prove that the IRS received its 2001 return in
    2002.
    In March 2004, the IRS began auditing Robert Kotick’s
    individual taxes for 2001 and 2002. As part of that audit,
    Kotick provided the IRS an unsigned copy of Seaview’s
    2001 Form 1065. The IRS did not audit Seaview as part of
    Kotick’s review since partnerships require a separate audit.
    In July 2005, an IRS revenue agent sent Seaview a letter
    notifying the partnership that the IRS had not received its
    2001 federal income tax return. Attached to that letter was
    a request to “[p]lease produce the following information and
    documents”:
    1. Did Seaview Trading file a Form 1065
    (U.S. Return of Partnership Income) or other
    Federal Income tax return for its taxable year
    8                SEAVIEW TRADING V. CIR
    2001? If so, what type of form did it file, what
    service center was the return filed with, and
    when was the return filed?
    2. Provide copies of all retained copies of the
    return referred to in paragraph 1, above.
    3. Provide copies of all receipts and other
    proof of mailing of the return referred to in
    paragraph 1, above.
    In response, in September 2005, Seaview’s accountant
    faxed the IRS revenue agent a signed copy of Seaview’s
    2001 Form 1065 return, along with the certified mail receipt
    purporting to show its delivery to the IRS. In the cover letter
    to the IRS revenue agent, Seaview’s accountant stated: “As
    we discussed, I have attached the 2001 tax return for
    Seaview Trading LLC as well as the certified mailing.”
    A month later, the same IRS revenue agent informed
    Seaview that its 2001 return had been selected for
    examination and requested further information. Once again,
    the IRS letter requested “[a]ll retained copies of the signed
    2001 Form 1065 Federal income tax return of Sea View [sic]
    Trading and any amendments thereto.” The IRS also
    requested documents related to specific entries on Seaview’s
    2001 Form 1065.
    As part of its examination, the IRS interviewed
    Seaview’s accountant in January 2006.           During the
    interview, the IRS noted that the accountant had “previously
    provided” Seaview’s signed 2001 tax return and introduced
    the Form 1065 as an exhibit. In June 2007, the IRS also
    interviewed Robert Kotick. Again, the IRS acknowledged
    that it “obtained from [Seaview’s accountant] a Form 1065
    SEAVIEW TRADING V. CIR                    9
    prepared for Seaview Trading, LLC, for its tax year 2001.”
    The IRS also entered the Form 1065 as an exhibit for the
    interview. In July 2007, Seaview’s counsel mailed another
    signed copy of the 2001 tax return to an IRS attorney
    “[p]ursuant to [their] prior conversation.”
    More than three years later, in October 2010, the IRS
    issued Seaview a Final Partnership Administrative
    Adjustment for the 2001 tax year. In that notice, the IRS
    stated that “[p]er Internal Revenue Service records, no tax
    return was filed by [Seaview] for 2001,” but said, “[d]uring
    the examination,” the partnership provided “a copy of a 2001
    tax return which taxpayer claimed to have filed.” The IRS
    then determined that “none of the income/loss/expense
    amounts reflected on the 2001 unfiled tax return provided by
    [Seaview was] allowable.” It then informed Seaview that it
    would adjust its 2001 reported loss from over $35 million to
    zero dollars.
    In March 2011, Seaview petitioned the Tax Court to
    challenge the adjustment of its partnership losses. Seaview
    moved for summary judgment asserting that the 2010 tax
    adjustment was time-barred under the three-year statute of
    limitations. See 
    26 U.S.C. § 6229
    (a) (2000), repealed by
    Bipartisan Budget Act of 2015, Pub. L. No. 114-74, 
    129 Stat. 584
    , 625, § 1101(a). The Tax Court disagreed. It held that
    (1) Seaview did not “file” the tax return by faxing a copy to
    the IRS revenue agent or by mailing a copy to the IRS
    counsel, and (2) in any case, the copies of the 2001 Form
    1065 sent to the IRS in 2005 and 2007 were not “returns.”
    Seaview and the IRS then settled all their disputes but
    preserved Seaview’s right to appeal the Tax Court’s denial
    of summary judgment.
    Seaview now appeals. We review the Tax Court’s
    resolution of a summary judgment motion and
    10               SEAVIEW TRADING V. CIR
    interpretations of the Tax Code de novo. Sollberger v.
    Comm’r, 
    691 F.3d 1119
    , 1123 (9th Cir. 2012); Meruelo v.
    Comm’r, 
    691 F.3d 1108
    , 1114 (9th Cir. 2012).
    II.
    Seaview challenges the IRS’s adjustment of its
    partnership losses, which it says came too late. Seaview
    contends that a tax return is “filed” when it is delivered to
    and received by an IRS official who requests it. So the
    limitations clock began, it argues, when Seaview delivered
    its return to an IRS revenue agent in September 2005. If so,
    the three-year limitations period long expired by the time the
    IRS adjusted Seaview’s losses in October 2010. See
    
    26 U.S.C. § 6229
    (a) (2000). The IRS, on the other hand,
    insists that Seaview never filed its 2001 tax return and so the
    statute of limitations never started running. See 
    id.
    § 6229(c)(3).
    So the question in this case: What counts as a tax return
    “filing” for statute of limitations purposes under the Tax
    Code? We hold that when (1) an IRS official authorized to
    obtain and receive delinquent returns informs a partnership
    that a tax return is missing and requests that tax return,
    (2) the partnership responds by giving the IRS official the
    tax return in the manner requested, and (3) the IRS official
    receives the tax return, the partnership has “filed” a tax
    return for § 6229(a) purposes.
    A.
    A partnership must file a return of partnership income
    every year. 
    26 U.S.C. § 6031
    . The Tax Equity and Fiscal
    Responsibility Act of 1982 (“TEFRA”), Pub. L. No. 97-248,
    §§ 401–407, 
    96 Stat. 324
    , 648–71, established special audit
    and litigation procedures for certain partnerships. See
    SEAVIEW TRADING V. CIR                          11
    
    26 U.S.C. §§ 6221
    –6234 (2000); see also Seaview Trading,
    LLC v. Comm’r, 
    858 F.3d 1281
    , 1284 (9th Cir. 2017). 1 For
    partnerships subject to TEFRA, the IRS has three years to
    adjust a partnership’s income:
    [T]he period for assessing any tax imposed
    . . . for a partnership taxable year shall not
    expire before the date which is 3 years after
    the later of—
    (1) the date on which the partnership
    return for such taxable year was filed,
    or
    (2) the last day for filing such return for
    such year[.]
    
    26 U.S.C. § 6229
    (a) (2000). But if a taxpayer never files a
    return, the clock never begins to run. Instead, “in the case of
    a failure by a partnership to file a return for any taxable year,
    any tax attributable to a partnership item . . . may be assessed
    at any time.” 
    Id.
     § 6229(c)(3). So whether an IRS’s tax
    assessment is timely depends on when a partnership’s tax
    return is “filed.”
    Yet the Tax Code doesn’t define when a tax return is
    “filed.” See Coffey v. Comm’r, 
    987 F.3d 808
    , 812 (8th Cir.
    2021) (“The Internal Revenue Code and the IRS regulations
    do not define the terms ‘file’ or ‘filed.’”). Rather, the Tax
    1
    The Bipartisan Budget Act of 2015 repealed TEFRA’s partnership
    procedures. See Pub. L. No. 114-74, 
    129 Stat. 584
    , 625, § 1101(a). But
    those amendments generally became effective for “partnership taxable
    years beginning after December 31, 2017.” Id. at 638; see also 15 W.
    17th St. LLC v. Comm’r, 
    147 T.C. 557
    , 580 (2016).
    12               SEAVIEW TRADING V. CIR
    Code states that each partnership return “shall be filed or
    made at such time, in such manner, and at such place as may
    be prescribed in regulations.” 
    26 U.S.C. § 6230
    (i) (2000).
    IRS regulations, in turn, specify the time, manner, and
    place of filing partnership returns:
    (e) Procedural requirements—
    (1) Place for filing. The return of a
    partnership must be filed with the
    service center prescribed in the
    relevant IRS revenue procedure,
    publication, form, or instructions to
    the form (see § 601.601(d)(2)).
    (2) Time for filing. The return of a
    partnership must be filed on or before
    the fifteenth day of the fourth month
    following the close of the taxable year
    of the partnership.
    (3) Magnetic media filing. For magnetic
    media filing requirements with
    respect to partnerships, see section
    6011(e)(2) and the regulations
    thereunder.
    
    26 C.F.R. § 1.6031
    (a)-1(e) (2001); see also 
    id.
     § 1.6091-1(b)
    (2001) (cross-referencing § 1.6031(a)-1(e)(1) for the “place
    for filing returns of partnership income”). The regulations
    also establish the “consequences” for failing to file a
    partnership return.        Id. § 1.6031(a)-1(a)(4) (cross-
    referencing the penalties of 
    26 U.S.C. §§ 6229
    (a), 6231(f),
    6698, and 7203). The Tax Code penalizes the failure to file
    SEAVIEW TRADING V. CIR                     13
    a return “at the time” prescribed, but doesn’t specify any
    penalty for filing a return at the wrong place. See 
    26 U.S.C. §§ 6698
    (a)(1), 7203.
    So the IRS regulations expressly govern the time and
    place to file timely partnership returns. They must be filed
    by April 15 following the tax year and, for partnerships with
    a principal place of business in California, sent to the IRS
    Service Center in Ogden, Utah.              See Form 1065,
    Instructions. If Seaview was seeking to show a timely filing
    of its partnership return, it could not do so. That’s because
    Seaview concedes that it can’t prove its Form 1065 was ever
    received by the service center in Ogden. But that’s not the
    question before us. The question is whether Seaview
    belatedly “filed” its tax return by following the instructions
    of IRS officials and delivering the returns to them. On this
    front, the regulations do not appear to govern.
    Section 1.6031(a)-1(e) doesn’t expressly establish how
    taxpayers are to file delinquent returns. Nothing in the text
    says that the time and place requirements apply to untimely
    returns. Indeed, by definition, if a taxpayer files a return
    after April 15, the taxpayer can’t comply with § 1.6031(a)-
    1(e) since the regulation specifies that date as when the
    return “must be filed.” 
    26 C.F.R. § 1.6031
    (a)-1(e)(2). So,
    at most, the regulation is silent on filing procedures for late
    returns.
    And no IRS regulation prohibits the filing of untimely
    returns with a requesting IRS official. As the IRS itself
    noted, there is more than one place for a partnership to
    properly file a return. For example, the law permits
    partnerships to hand-carry returns to certain IRS offices. See
    
    26 U.S.C. § 6091
    (b)(4) (2000) (allowing filing by hand-
    carrying to an appropriate internal revenue district);
    
    26 C.F.R. § 1.6091-2
    (d)(1) (allowing filing by hand-
    14                SEAVIEW TRADING V. CIR
    carrying to “any person assigned the responsibility to receive
    hand-carried returns in the local Internal Revenue Service
    office”). So an IRS service center isn’t the only place a
    partnership can file its returns—even when timely.
    Because the Tax Code and the regulations do not define
    when a delinquent return is “filed,” we turn to the ordinary
    meaning of the term. See Lang v. Comm’r, 
    289 U.S. 109
    ,
    111 (1933) (“Giving the words of the [Tax Code] their
    natural and ordinary meaning, . . . must be done[.]”); see also
    Comm’r v. Brown, 
    380 U.S. 563
    , 571 (1965) (“Generally
    speaking, the language in the Revenue Act, just as in any
    statute, is to be given its ordinary meaning[.]” (simplified)).
    The Supreme Court confronted the ordinary meaning of
    “file” in another federal statute back in 1916:
    The word ‘file’ was not defined by Congress.
    No definition having been given, the
    etymology of the word must be considered
    and ordinary meaning applied. The word
    ‘file’ is derived from the Latin word ‘filum,’
    and relates to the ancient practice of placing
    papers on a thread or wire for safe-keeping
    and ready reference. Filing, it must be
    observed, is not complete until the document
    is delivered and received. . . . A paper is filed
    when it is delivered to the proper official and
    by him received and filed.
    United States v. Lombardo, 
    241 U.S. 73
    , 76 (1916); see
    Hotel Equities Corp. v. Comm’r, 
    65 T.C. 528
    , 531 (1975)
    (applying Lombardo’s definition to the Tax Code). This
    definition tracks modern dictionary definitions.              For
    example, to “file” means “[t]o deliver an instrument . . . to
    the proper officer . . . for the purpose of being kept on file by
    SEAVIEW TRADING V. CIR                           15
    him as a matter of record and reference in the proper place,”
    File, Black’s Law Dictionary (5th ed. 1979), or “to place in
    a file” or “to place on record, file an application,” File,
    Oxford American Dictionary (1980).
    Our court has held that “a return is ‘filed’ at the time it is
    delivered to the IRS.” United States v. Hanson, 
    2 F.3d 942
    ,
    946 (9th Cir. 1993). In that case, we considered the meaning
    of a “filing” for a fraudulent tax return charge under
    
    26 U.S.C. § 7206
    . We concluded that a “filing” was
    accomplished when the taxpayer personally “mailed the
    forms” and the “IRS received them.” 
    Id.
     We held it
    irrelevant that the IRS “never fully processed” the return. 
    Id.
    So, in the ordinary sense, a tax return is “filed” if delivered
    to a proper IRS official and the official received the return.
    Accord Heard v. Comm’r, 
    269 F.2d 911
    , 913 (3d Cir. 1959)
    (“[U]nless otherwise defined by statute, filing does not occur
    until the paper to be filed is delivered to, received and filed
    by the proper official.”).
    Based on the ordinary meaning of “filing,” we hold that
    a delinquent partnership return is “filed” under § 6229(a)
    when an IRS official authorized to obtain and process a
    delinquent return asks a partnership for such a return, the
    partnership delivers the return to the IRS official in the
    manner requested, and the IRS official receives the return. 2
    2
    The dissent posits a hypothetical traffic statute, which it claims
    undermines our plain-meaning interpretation of § 6229(a). Dissent 37–
    39. But the hypothetical only proves our point. The dissent’s
    hypothetical statute, unlike § 1.6031(a)–1(e), contains two independent
    commands: (1) to stop at all STOP signs, and (2) to obey posted speed
    limits. Id. at 37. Violation of either command violates the law. But
    here, § 1.6031(a)–1(e) establishes two conditions necessary to comply
    with the filing command: the tax return must be (1) filed by April 15 and
    16                   SEAVIEW TRADING V. CIR
    B.
    The IRS’s own internal guidance verifies that delinquent
    returns need not be sent to an IRS service center and may be
    filed with authorized IRS officials. And while internal
    guidance, such as the IRS Manual and IRS Policy
    Statements, don’t have the force of law and don’t confer
    rights on a taxpayer, Fargo v. Comm’r, 
    447 F.3d 706
    , 713
    (9th Cir. 2006), they show that the IRS agrees that no
    regulation governs the process of “filing” belated returns and
    that it too follows the term’s ordinary meaning. In short, the
    IRS views the law one way as an internal matter and another
    way for litigation advantage. We decline to follow this
    twisted logic.
    Let’s start with the IRS Manual. The Manual outlines
    several steps that an IRS examiner must undertake when
    dealing with a delinquent tax return:
    •    First, the IRS Manual encourages its
    examiners to “[s]ecur[e] a valid voluntary
    tax return from the taxpayer.” Internal
    Revenue Manual 4.12.1.1.3 (2005).
    (2) sent to the IRS service center. Under a straightforward reading of
    § 1.6031(a)–1(e), the only way to comply with its command is to satisfy
    both conditions. It is thus silent on what happens when only one
    condition—here, the filing deadline—cannot be met. Indeed, even under
    the dissent’s hypothetical, what is a driver supposed to do if a police
    officer directs the driver to blow through a STOP sign? Can the driver
    be cited for complying with the police officer’s command rather than
    stopping at the STOP sign? That’s closer to the scenario here—the IRS
    directed Seaview to submit its partnership return directly to the agent and
    Seaview complied. But the IRS still argues that Seaview never complied
    with filing the return.
    SEAVIEW TRADING V. CIR                    17
    •   Second, the Manual instructs IRS staff to
    “[a]dvise the taxpayer of the requirement
    to file all delinquent returns” and
    “[a]dvise the taxpayer to deliver the
    returns promptly to the examiner” along
    with an explanation for the reason for the
    delay in filing.        Id. § 4.12.1.4.2
    (emphases added).
    •   Third, once obtained, the IRS examiner is
    instructed to make a copy of the
    delinquent return and write on the copy:
    “PROCESS THE COPY AS AN
    ORIGINAL.” Id. § 4.4.9.5.8.
    •   Fourth, the examiner must immediately
    forward the copy of the return to the Case
    Processing Support unit “no later than the
    day after the return [wa]s received,” id.
    § 4.4.9.5.14.
    •   Finally, the Case Processing Support unit
    must send the return “to the appropriate
    campus,” i.e., the appropriate IRS service
    center, for processing. Id. § 4.4.9.7.3.
    In short, the IRS Manual requires IRS officials to request,
    obtain, and accept delinquent returns from the taxpayer and
    then process them. Contrary to the IRS’s position here, the
    IRS Manual does not take the view that a delinquent return
    must be sent to a service center to be considered “filed.”
    An IRS Policy Statement also confirms that delinquent
    returns need not be filed at an IRS service center. Rather, in
    a 2006 Policy Statement, the IRS publicly represented that it
    18                  SEAVIEW TRADING V. CIR
    will “accept[]” all delinquent returns received from
    taxpayers—no matter how the IRS receives the return. IRS
    Policy Statement 5-133 (2006). The IRS expressly stated
    that “[a]ll delinquent returns submitted by a taxpayer,
    whether upon his/her own initiative or at the request of a
    Service representative, will be accepted.” Id. This statement
    thus makes clear that members of the public may send their
    returns to an IRS “representative” and trust that the return
    will be filed. Id.
    If there was any lingering doubt about the IRS’s internal
    views on the filing of delinquent returns, an IRS Office of
    Chief Counsel advice memorandum puts that to rest. In the
    memorandum, the IRS considered whether “a revenue
    officer can require a taxpayer to file delinquent returns
    directly with the revenue officer rather than mailing the
    returns to the appropriate Service Center.” IRS Office of
    Chief Counsel, Chief Counsel Advice No. 199933039,
    Filing Delinquent Returns Directly With Revenue Officers
    (Aug. 20, 1999), at 1. 3 This memorandum was prompted by
    a local practitioner challenging the “frequent[]” practice of
    IRS revenue officers demanding taxpayers file delinquent
    returns with them, rather than mailing the returns to an IRS
    service center. Id. at 2. The IRS first observed that neither
    the Tax Code nor regulations “make any reference to
    delinquent returns.” Id. at 3 n.1. But after surveying the
    applicable law, the IRS concluded that “revenue officers in
    the performance of their assigned duties can request that
    taxpayers file their delinquent returns with the revenue
    officer instead of mailing the delinquent return to the
    applicable Service Center.” Id. at 4 (emphasis added).
    3
    While this Chief Counsel Advice didn’t directly analyze the filing
    of delinquent partnership returns, the IRS hasn’t provided any reason to
    apply a different analysis to such returns.
    SEAVIEW TRADING V. CIR                     19
    What’s more, the memorandum expressed a preference for
    delinquent returns being filed with IRS officers. Given the
    costs and delays with sending a return to a service center, the
    Chief Counsel advised that “it is generally in the taxpayer’s
    best interest[] to file the delinquent return directly with the
    revenue officer instead of mailing it to the appropriate
    Service Center.” Id. (emphasis added); see also id. at 4 n.2.
    So even the IRS Chief Counsel recognizes that taxpayers can
    and should file a late return directly with the revenue officer
    rather than send it to a service center.
    The IRS doesn’t deny that its internal procedures conflict
    with its current litigation position, but only claims that its
    internal “procedures are primarily for the benefit of the IRS,
    not taxpayers.” That may be so, but the point is not whether
    these internal documents benefit taxpayers. The point is that
    the IRS’s own directives confirm the plain language of the
    Tax Code and IRS regulations—that taxpayers may file
    delinquent returns with authorized officials. And the
    inconsistency of the IRS’s position is troubling: The IRS
    wants the ability to direct taxpayers to submit delinquent
    returns to its authorized officials, while maintaining the
    power to unilaterally decide whether the returns are “filed”
    for statute-of-limitations purposes.         We reject this
    nonsensical position and instead follow the ordinary
    meaning of the Tax Code.
    C.
    The IRS and dissent insist that delinquent returns
    delivered to IRS officials cannot be considered “filed”
    because of caselaw requiring “meticulous compliance by the
    taxpayer with all named conditions” to secure the benefit of
    the statute of limitations. Lucas v. Pilliod Lumber, 
    281 U.S. 245
    , 249 (1930). But such an argument only begs the
    question of what the “named conditions” are for filing
    20               SEAVIEW TRADING V. CIR
    delinquent returns. As discussed above, the Tax Code and
    regulations are silent on the proper procedures for filing a
    delinquent tax return. Instead, it is the ordinary meaning of
    “filing” under § 6229(a) that governs delinquent returns. So
    when an authorized IRS official requests a missing return
    from a taxpayer, the taxpayer complies with the conditions
    of filing by delivering the return in the manner requested.
    The IRS and dissent also cite several out-of-circuit cases
    holding that submitting a return to IRS personnel or to the
    wrong place doesn’t constitute a “filing.” But none of those
    cases involve the facts here—when an IRS revenue agent
    authorized to obtain delinquent returns requested and
    received the return from a taxpayer. See, e.g., Coffey,
    987 F.3d at 813–15 (no filing when taxpayer sent return to
    the Virgin Islands’ Bureau of Internal Revenue); Comm’r v.
    Estate of Sanders, 
    834 F.3d 1269
    , 1278–79 (11th Cir. 2016)
    (same); Allnutt v. Comm’r, 
    523 F.3d 406
    , 408–13 (4th Cir.
    2008) (no filing when taxpayer hand-delivered return to an
    unidentified man in the IRS District Director’s office);
    O’Bryan Bros. v. Comm’r, 
    127 F.2d 645
    , 647 (6th Cir. 1942)
    (no filing when taxpayer gave return to revenue agent under
    old tax system—no longer in force today—that allowed only
    tax “collector” to receive returns); W.H. Hill Co. v. Comm’r,
    
    64 F.2d 506
    , 507–08 (6th Cir. 1933) (same).
    To be sure, several Tax Court cases support the IRS’s
    view in this litigation. See, e.g., Friedmann v. Comm’r,
    
    82 T.C.M. (CCH) 381
    , 
    2001 WL 883222
    , at *6 (2001) (no
    filing when the taxpayer mailed the return to an auditing IRS
    agent because the “taxpayer [did not] meticulously comply
    with all conditions for application of the statute”). But we
    find more persuasive the Tax Court’s analysis in Dingman v.
    Commissioner, 
    101 T.C.M. (CCH) 1562
    , 
    2011 WL 2150027
    (2011). In Dingman, the Tax Court held that the hand-
    SEAVIEW TRADING V. CIR                          21
    delivery of returns to IRS Criminal Investigation Division
    special agents constituted “filing.” 
    Id. at *1
    . The court
    reasoned that (1) IRS could not prove that the special agents
    lacked authority to accept the returns; (2) the Commissioner
    has recognized revenue officers’ authority to receive
    delinquent returns for filing; (3) the IRS Manual
    contemplated that the special agents could receive
    delinquent returns and instruct IRS employees on processing
    of delinquent returns; and (4) the return was ultimately
    processed by the IRS. 
    Id.
     at *11–12. Such facts closely
    mirror this case.
    D.
    We thus hold that’s Seaview’s Form 1065 for tax year
    2001 was “filed” in September 2005 when the IRS revenue
    agent requested the missing return and Seaview later
    delivered it to the revenue agent. 4 And there’s no question
    that the IRS received the return since it was acknowledged
    during the auditing process and used to issue the Final
    Partnership Administrative Adjustment. And because the
    2001 return was “filed” by September 2005, the IRS’s notice
    of adjustment in October 2010 was untimely. See 
    26 U.S.C. § 6229
    (a) (2000). 5
    4
    Since no party challenges the authority of the IRS revenue agent
    here to obtain Seaview’s tax return, we need not decide which IRS
    officials fall into the category of officials who may obtain and process
    delinquent returns. But the IRS Office of Chief Counsel has held that
    revenue officers at the GS-9, GS-11, and GS-12 levels have authority to
    “secur[e] and process[] delinquent returns.” IRS, Chief Counsel Advice
    No. 199933039 (Aug. 20, 1999), at 3.
    5
    We don’t reach whether the mailing of the return to IRS counsel in
    July 2007 also constituted a “filing” since the 2005 filing resolves the
    matter.
    22                   SEAVIEW TRADING V. CIR
    III.
    One more question remains in this case. That’s because
    the Tax Court also ruled that Seaview’s belated submission
    of its Form 1065 didn’t even qualify as a “return.” In the
    Tax Court’s view, Seaview didn’t “intend” to send a “return”
    when it faxed the Form 1065 to the IRS revenue agent in
    2005 because it included a copy of the certified mail receipt
    to show that the return had been previously filed in July
    2002. We disagree.
    While the Tax Code doesn’t define “return,” we use an
    objective inquiry—not the subjective intent of the filer—to
    assess whether a document is a return. See Badaracco v.
    Comm’r, 
    464 U.S. 386
    , 397 (1984). 6 We look at whether the
    documents “purported to be returns, were sworn to as such,
    and appeared on their faces to constitute endeavors to satisfy
    the law.” 
    Id.
     We also use the “widely-accepted” test of what
    6
    The dissent contends that Badaracco also controls when a
    delinquent return is “filed” under § 6229(a) for statute-of-limitation
    purposes. Dissent 51–54. But a quick reading of the case shows that is
    not the case. As Justice Blackmun states right off the bat, “[t]he issue
    before [the Court was] the proper application of §§ 6501(a) and (c)(1) to
    the situation where a taxpayer files a false or fraudulent return but later
    files a nonfraudulent amended return.” Badaracco, 
    464 U.S. at 388
    .
    Under § 6501(c)(1), the IRS may assess and collect taxes “at any time”
    if the taxpayer files a “fraudulent return.” So the Court had to confront
    whether a nonfraudulent return submitted after a fraudulent one nullifies
    the limitless statute of limitations provided in § 6501(c)(1). The Court
    looked to the unambiguous text of the statute to hold that it does not.
    
    464 U.S. at
    392–93. But this straightforward interpretation of § 6501
    doesn’t bear on what counts as a delinquent “filing” under § 6229(a).
    Foreclosed by Badaracco’s actual holding, the dissent is left to argue
    that Badaracco requires us to “strictly construe[]” § 6229’s statute of
    limitations “in favor of the government.” Dissent 64. But even so, we
    don’t think that means we must give the government carte blanche to
    apply § 6229 however and whenever it wants.
    SEAVIEW TRADING V. CIR                    23
    constitutes a “return” found in Beard v. Commissioner,
    
    82 T.C. 766
    , 777 (1984). In re Hatton, 
    220 F.3d 1057
    , 1060
    (9th Cir. 2000). Under Beard, (1) the document “must
    purport to be a return”; (2) “it must be executed under
    penalty of perjury”; (3) “it must contain sufficient data to
    allow calculation of tax”; and (4) “it must represent an
    honest and reasonable attempt to satisfy the requirements of
    the tax law.” 
    Id.
     at 1060–61 (simplified).
    The first Beard factor is straightforward. The IRS
    revenue agent specifically asked for Seaview’s 2001
    “return” in July 2005 and received the faxed Form 1065 in
    response. By the context of this exchange, the Form 1065
    faxed over by Seaview unambiguously purports to be a
    “return.” See Coffey v. Comm’r, 
    150 T.C. 60
    , 84–89 (2018)
    (holding that whether a document constitutes a “return”
    takes “consideration of the context of a particular case”),
    reversed on other grounds by Coffey, 987 F.3d at 808.
    Indeed, the IRS treated the document as such. For example,
    in the notice adjusting Seaview’s partnership losses, the IRS
    expressly described the Form 1065 as a “tax return,” while
    maintaining that it was “unfiled.” We also disagree with the
    Tax Court that providing the certified mail receipt with the
    Form 1065 showed that the document was not a “return.”
    Instead, the mail receipt goes to Seaview’s intent to “file”
    the Form (which we resolve above), not to whether the faxed
    Form 1065 purports to be a Form 1065.
    Second, the Form 1065 was signed under penalty of
    perjury by Robert Kotick, Seaview’s majority partner. The
    IRS disputes that because the faxed Form 1065 didn’t bear
    an original signature. But the lack of a wet signature doesn’t
    necessarily prevent a document from being a “return.” See
    Coffey, 
    150 T.C. at 91
    –92 (holding that a scanned copy of
    the return counts as a return because nothing “in the Code or
    24                  SEAVIEW TRADING V. CIR
    regulations . . . explicitly calls for an ‘original’ signature”);
    see also In re Harold, 
    588 B.R. 484
    , 495 (Bankr. E.D. Mich.
    2018) (“[A]s a matter of law, a copy of a signature rather
    than a wet-ink original signature [does not] necessarily
    invalidate[] the filing of a return.”). Indeed, the IRS Office
    of Chief Counsel has interpreted the Tax Code’s signature
    requirements under 
    26 U.S.C. §§ 6061
     and 6065 to “be
    satisfied by a faxed copy of a taxpayer’s manual signature if
    the taxpayer adopts the faxed copy as his or her signature for
    purposes of the return.” IRS Office of Chief Counsel, Chief
    Counsel Advice No. 200137053, Facsimile Signatures
    (Sept. 14, 2001), at 3. 7 The IRS here confirmed that Kotick
    signed the faxed Form 1065 during his 2007 deposition.
    Third, Seaview’s faxed Form 1065 contained sufficient
    data for the IRS to calculate the tax liability. The submitted
    form showed comprehensive details of Seaview’s income,
    assets, and deductions for 2001. The IRS then used the faxed
    Form 1065 to adjust Seaview’s claimed loss of $35,496,542
    down to zero. And the IRS made clear that its assessment
    came directly from the copy of the 2001 tax return received
    from Seaview.
    Lastly, Seaview’s faxed Form 1065 represented “an
    honest and reasonable attempt to satisfy the requirements of
    the tax law.” Hatton, 
    220 F.3d at
    1060–61. In assessing this
    factor, we look to the timing and context of the purported
    return’s submission. See In re Smith, 
    828 F.3d 1094
    , 1097
    (9th Cir. 2016) (holding that a tax filing was not “honest and
    reasonable” when created seven years after the return was
    due and three after the IRS already issued an assessment). In
    7
    Once again, we look to IRS internal guidance not as granting
    taxpayers an enforceable right, but as confirming our interpretation of
    the law.
    SEAVIEW TRADING V. CIR                         25
    September 2005, less than two months after learning that the
    IRS had not received its 2001 tax return, Seaview faxed over
    the Form 1065 to the IRS revenue agent. The IRS was then
    able to use the faxed Form 1065 to facilitate its audit and
    complete its assessment. Under these circumstances, we
    have no trouble finding that the faxed Form 1065 was an
    honest and reasonable attempt at complying with the law.
    Because the Form 1065 that Seaview faxed to the IRS in
    2005 meets all the Beard criteria, we hold that the faxed
    Form 1065 was a “return.” 8
    IV.
    The judgment of the Tax Court is reversed, and the case
    is remanded for proceedings consistent with this opinion.
    REVERSED and REMANDED.
    BADE, Circuit Judge, dissenting:
    The IRS generally has three years after the date a
    partnership tax return is filed to adjust that return and assess
    taxes. 
    26 U.S.C. § 6229
    (a) (2000). However, when a tax
    return is not filed, this three-year statute of limitations does
    not run, and “any tax . . . arising in such year may be
    assessed at any time.” 
    Id.
     § 6229(c)(3). The issue here is
    whether Seaview Trading, LLC “filed” its 2001 partnership
    return when it shared what it described as a “retained copy”
    of the return with IRS officials in 2005 and 2007, as it now
    8
    Since the September 2005 faxing of the Form 1065 constituted
    both a “return” and a “filing,” we do not reach whether the July 2007
    mailing of the Form 1065 also constituted a “return.”
    26                  SEAVIEW TRADING V. CIR
    argues. If so, the IRS’s adjustment of that return and
    assessment of taxes in 2010 were time-barred. If not, the
    IRS’s rejection of Seaview’s claimed $35 million loss from
    a tax shelter, and assessment of the resulting taxes, were not
    time-barred, and we must affirm the Tax Court’s rejection of
    Seaview’s claims.
    For many years—indeed, in all its communications with
    the IRS and in litigating this case before the Tax Court—
    Seaview maintained that it had filed its 2001 partnership
    return in 2002, and that it had filed the return to the correct
    location, the IRS service center in Ogden, Utah. 1 See
    
    26 C.F.R. § 1.6031
    (a)-1(e) (2001); IRS, Instructions for
    Form 1065 at 4 (2001). Now, Seaview acknowledges that it
    cannot show that its return ever reached the Ogden service
    center. It is therefore undisputed that Seaview failed to file
    its return to the correct location, either on time or belatedly.
    That conclusion should end our inquiry, and we should
    affirm the Tax Court.
    Indeed, the majority concedes that Seaview was required
    to file its return with the Ogden service center in 2002, in the
    manner prescribed in the applicable statute and regulations.
    Maj. Op. 11–13. And the majority concedes that Seaview’s
    2001 partnership return never reached this location, the IRS
    never processed it as a filed return, and Seaview cannot show
    that it complied with the regulations. Maj. Op. 13.
    Therefore, under the plain text of the Tax Code and IRS
    regulations and the unanimous weight of applicable
    1
    The Tax Code provides that returns “shall be filed or made at such
    time, in such manner, and at such place as may be prescribed in
    regulations.” 
    26 U.S.C. § 6230
    (i) (2000). The regulations, in turn, set
    forth the specific place, time, and manner requirements for filing
    partnership returns. See 
    26 C.F.R. § 1.6031
    (a)-1(e) (2001).
    SEAVIEW TRADING V. CIR                           27
    precedent, the conclusion in this case is clear: Seaview
    never filed its 2001 partnership return, and the IRS was
    permitted to adjust Seaview’s 2001 partnership return at any
    time. See 
    26 U.S.C. § 6229
    (c)(3) (2000); 
    id.
     § 6230(i);
    
    26 C.F.R. § 1.6031
    (a)-1(e) (2001).
    The majority, however, goes to great lengths to avoid the
    result that the plain text of the Tax Code and the IRS
    regulations compel, taking issue with what it sees as the
    IRS’s “inconsistency.” Maj. Op. 6–7, 16, 19. The majority
    relies on IRS internal guidance documents to conclude that
    requiring Seaview to file its partnership return at the time
    and place designated in the regulations is unfair. 2 Maj. Op.
    16–19.
    In its attempt to remedy this perceived unfairness, the
    majority brushes aside all sources of binding and persuasive
    legal authority. For the majority, it matters little that the Tax
    Code and regulations specify the mandatory time and place
    for filing a tax return, 
    26 U.S.C. § 6230
    (i) (2000); 
    26 C.F.R. § 1.6031
    (a)-1 (2001), and that Seaview never complied with
    those provisions. Maj. Op. 10–15. And to reach its desired
    result, the majority disregards Supreme Court precedent
    holding that taxpayers must meticulously comply with filing
    requirements to benefit from the statute of limitations, Lucas
    v. Pilliod Lumber Co., 
    281 U.S. 245
    , 249 (1930), and that we
    must strictly construe the statute of limitations in favor of the
    government, Badaracco v. Comm’r, 
    464 U.S. 386
     (1984).
    2
    To be sure, the majority avoids explicitly complaining that the Tax
    Code and regulations are “unfair.” But the opening paragraphs of the
    opinion—in which the majority asks its readers to “imagine” that they,
    like Seaview, were mistreated when the IRS did not treat unfiled returns
    as properly filed returns, and laments “How can this be?”—expose the
    majority’s underlying angst that the filing requirements are unfair. Maj.
    Op. 6–7.
    28               SEAVIEW TRADING V. CIR
    Maj. Op. 19, 22 n.6. The majority also tramples the
    overwhelming body of case law from our sister circuits and
    the Tax Court rejecting the result it reaches. Maj. Op. 20–
    21.
    How does the majority manage to sidestep so much
    binding and persuasive legal authority? In what can only be
    described as an astonishing and unprecedented holding, the
    majority decides that because Seaview violated some
    subsections of the applicable statute and regulation, the
    remaining provisions do not apply to it. Maj. Op. 13–15 &
    n.2. In other words, the majority reasons that the parts of the
    law governing where to file a partnership return do not apply
    in this case because Seaview did not comply with the parts
    of the law governing when to file a partnership return. Maj.
    Op. 13–15 & n.2.
    Thus, the majority reads a massive gap into the
    regulations by concluding that 
    26 C.F.R. § 1.6031
    (a)-1(e)
    (2001)—the regulation setting forth the place, time, and
    manner requirements for filing partnership returns—only
    applies to timely returns. Maj. Op. 13. Under the majority’s
    sweeping holding, as long as a taxpayer does not comply
    with the regulatory deadlines for filing a return (or in other
    words as long as the taxpayer submits a return late), the
    taxpayer is not subject to the regulation’s other provisions
    and can “file” its return by sending it to virtually any IRS
    employee. Maj. Op. 10, 21 & n.4. The majority thus effects
    a sea change in the interpretation of long-standing, and
    previously uncontroversial, filing regulations.
    The majority’s analysis hinges in large part on IRS
    internal guidance documents, even though the majority
    concedes, as it must, that these documents lack the force of
    law and do not confer rights on taxpayers. See e.g., Fargo
    v. Comm’r, 
    447 F.3d 706
    , 713 (9th Cir. 2006); Maj. Op. 16.
    SEAVIEW TRADING V. CIR                      29
    The majority errs by focusing on what is ultimately a red
    herring when it attempts to find support for its position in
    internal IRS guidance documents.
    Moreover, the majority’s conclusion—that the IRS
    failed to follow its internal guidance and therefore it is unfair
    to apply the Tax Code and regulations to conclude that
    Seaview failed to file its 2001 partnership return—impliedly
    applies estoppel to prevent the IRS from assessing taxes
    against Seaview for the 2001 tax year. But neither the
    majority nor Seaview has established any of the elements of
    estoppel. The majority’s attempt to apply an implied form
    of estoppel cannot be countenanced.
    As described in greater detail below, in addition to being
    deeply implausible and contrary to law, the majority’s
    analysis and conclusions are logically absurd and should not
    be the holding of this court. As an initial matter, the
    majority’s conclusions are foreclosed by the plain text of the
    Tax Code and IRS regulations. Undaunted, the majority fills
    the gap that it reads into the regulations by creating its own,
    and entirely novel, rule for filing delinquent returns. Maj.
    Op. 6–7. If this sort of judicial policymaking were not bad
    enough, the majority’s holding also misapplies IRS internal
    guidance, misconstrues the record, and wrongly implies that
    the government may be equitably estopped from applying
    the Tax Code and regulations under these circumstances.
    See Maj. Op. 7–9, 16–21. Just as problematically, the
    majority’s holding defies long-standing, binding Supreme
    Court precedent, needlessly creates a circuit split, and
    disregards the Tax Court’s expertise and authority on matters
    of nationwide importance. I respectfully dissent.
    30               SEAVIEW TRADING V. CIR
    I.
    The majority attempts to avoid the obvious conclusion
    that Seaview failed to file its 2001 partnership return by
    applying a sui generis method of statutory and regulatory
    interpretation. It reasons that because the regulations state
    both the place and time for filing a partnership return, the
    regulations apply only to timely returns. Maj. Op. 13. Thus,
    delinquent returns—which is how the majority characterizes
    the copies Seaview sent to IRS employees in 2005 and
    2007—are not subject to the regulations. Maj. Op. 13–15.
    After creating this atextual distinction, the majority is left
    with a regulatory gap of its own making: the correct filing
    procedures for delinquent returns. See Maj. Op. 13 –15. The
    majority takes the opportunity to fill this perceived gap,
    manufacturing (one might just as easily say legislating) out
    of whole cloth its own filing regime for delinquent returns.
    Maj. Op. 10, 15, 21.
    But the notion that “the Tax Code and regulations are
    silent on the proper procedures for filing a delinquent tax
    return” is flatly contradicted by the Code and regulations and
    finds no support in any of the case law. Maj. Op. 20. And
    once this erroneous conclusion is removed from the majority
    opinion, the remainder of its reasoning cannot stand, as the
    majority tacitly concedes. Maj. Op. 13, 20.
    A.
    The validity of the IRS’s 2010 adjustment turns on
    whether Seaview ever filed its 2001 partnership return. See
    
    26 U.S.C. § 6229
    (a), (c)(3) (2000). Neither the Tax Code
    nor IRS regulations “define the terms ‘file’ or ‘filed.’”
    Coffey v. Comm’r, 
    987 F.3d 808
    , 812 (8th Cir. 2021) (citing
    Allnutt v. Comm’r, 
    523 F.3d 406
    , 412 (4th Cir. 2008)), cert.
    denied, 
    142 S. Ct. 758
     (2022). But, as the majority
    SEAVIEW TRADING V. CIR                     31
    acknowledges, Maj. Op. 20–21, “[c]ourts have long held . . .
    that in order for returns to be considered ‘filed’ for purposes
    of setting the period of limitations in motion, the returns
    must be delivered, in the appropriate form, to the specific
    individual or individuals identified in the Code or
    Regulations.” Allnutt, 523 F.3d at 412–13.
    Here, the Code provides that returns “shall be filed or
    made at such time, in such manner, and at such place as may
    be prescribed in regulations.” 
    26 U.S.C. § 6230
    (i) (2000).
    The regulations include § 1.6031(a)-1, which governs
    “[r]eturn[s] of partnership income.”         See 
    26 C.F.R. § 1.6031
    (a)-1 (2001). That section, in turn, includes a
    subsection, § 1.6031(a)-1(e), labeled “[p]rocedural
    requirements,” which sets forth the specific place, time, and
    manner requirements for filing partnership returns. Id.
    § 1.6031(a)-1(e)(1)–(3). The place for filing is “the service
    center prescribed in the relevant IRS revenue procedure,
    publication, form, or instructions to the form.” Id.
    § 1.6031(a)-1(e)(1). The time for filing is “on or before the
    fifteenth day of the fourth month following the close of the
    taxable year of the partnership.” Id. § 1.6031(a)-1(e)(2). As
    everyone agrees, the service center prescribed in this case
    was the IRS service center in Ogden, Utah. Maj. Op. 7, 13;
    see IRS, Instructions for Form 1065 at 4 (2001).
    Applying this straightforward statutory and regulatory
    framework, informed by long-standing, binding precedent
    that a taxpayer must show “meticulous compliance . . . with
    all named conditions in order to secure the benefit” of the
    statute of limitations, Lucas, 
    281 U.S. at 249
    , the obvious
    conclusion, as the Tax Court found, is that because Seaview
    cannot show that it sent its return to the Ogden service
    center, it cannot show meticulous compliance with the
    32                SEAVIEW TRADING V. CIR
    regulations, and therefore cannot invoke the statute of
    limitations.
    The majority, seeking to avoid this result, Maj. Op. 19,
    takes a different approach. After recounting the relevant
    statutory and regulatory provisions, the majority summarizes
    what those provisions say with the following unsupported
    assertion: “So the IRS regulations expressly govern the time
    and place to file timely partnership returns.” Maj. Op. 13
    (emphasis added). This conclusion allows the majority to
    reason that the “time and place requirements” do not “apply
    to untimely returns,” which in turn allows the majority to
    craft its own delinquent filing regulation based on “the
    ordinary meaning” of the term “file.” Maj. Op. 10, 13–15.
    As the majority admits, if its reading is incorrect, and
    instead the regulatory place and time filing requirements
    apply to Seaview, then Seaview’s argument fails, and the
    IRS’s 2010 adjustment was not barred by the statute of
    limitations. Maj. Op. 13, 19. Therefore, it is worth carefully
    considering whether the majority is correct that the
    regulations govern only “timely partnership returns” and are
    “silent on the proper procedures for filing a delinquent tax
    return.” Maj. Op. 13, 20. And that careful consideration
    compels the conclusion that the majority is incorrect, and
    that its approach is deeply flawed.
    1.
    Perhaps the most patent flaw in the majority’s conclusion
    is its inconsistency with the text of the Tax Code, § 6230(i).
    See Limtiaco v. Camacho, 
    549 U.S. 483
    , 488 (2007) (“As
    always, we begin with the text of the statute.”). Section
    6230(i) states that a tax return “shall be filed or made at such
    time, in such manner, and at such place as may be prescribed
    in regulations.” 
    26 U.S.C. § 6230
    (i) (2000).
    SEAVIEW TRADING V. CIR                   33
    Importantly, § 6230(i) uses the word “shall.” Id. “Shall”
    ordinarily renders what follows it mandatory.             See
    Firebaugh Canal Co. v. United States, 
    203 F.3d 568
    , 573–
    74 (9th Cir. 2000) (“The term ‘shall’ is usually regarded as
    making a provision mandatory, and the rules of statutory
    construction presume that the term is used in its ordinary
    sense unless there is clear evidence to the contrary.”);
    Antonin Scalia & Brian A. Garner, Reading Law: The
    Interpretation of Legal Texts 114 (2012) (“[W]hen the word
    shall can reasonably be read as mandatory, it ought to be so
    read.”). Here, it is reasonable to read § 6230(i)’s use of
    “shall” as mandatory. Nothing in the text suggests it is
    optional for a taxpayer to disobey the regulations’ place,
    time, or manner requirements. At a minimum, there is no
    “clear evidence” to suggest that § 6230(i) is not a mandatory
    provision. Firebaugh Canal Co., 
    203 F.3d at 574
    . The
    majority certainly points to no such evidence.
    In addition, § 6230(i) mandates compliance with all
    three conditions of place, time, and manner. Place, time, and
    manner are all linked by the word “and,” which is a
    conjunctive word that, in this context, means that each
    condition is required. See Confederated Tribes & Bands of
    Yakama Nation v. Yakima County, 
    963 F.3d 982
    , 990 (9th
    Cir. 2020) (“The most common meaning of the word ‘and’
    is as a conjunction expressing the idea that the two concepts
    are to be taken ‘together.’ Thus, when ‘and’ is used to join
    two concepts, it is usually interpretated to require ‘not one
    or the other, but both.’” (citations omitted)).
    Accordingly, the majority’s theory that a taxpayer is
    excused from place or manner requirements by failing to
    adhere to time requirements is flatly foreclosed by the text
    of § 6230(i). The statute is mandatory, and the place, time,
    and manner conditions are listed conjunctively, meaning
    34                   SEAVIEW TRADING V. CIR
    each one is required. The Tax Code is not “silent” on
    whether a taxpayer is obliged to comply with the place and
    time requirements set forth in the regulations: it plainly
    requires compliance with both. See 
    26 U.S.C. § 6230
    (i)
    (2000); Maj. Op. 13.
    2.
    There is likewise no support for the majority’s
    conclusion that the regulations themselves are “silent” about
    the need to comply with both time and place conditions, or
    that § 1.6031(a)-1(e) “expressly govern[s]” only the “time
    and place to file timely partnership returns.” Maj. Op. 13,
    20. Starting with the text, 3 § 1.6031(a)-1(e) reads, in
    relevant part:
    (e) Procedural requirements—(1) Place for
    filing. The return of a partnership must be
    filed with the service center prescribed in the
    relevant IRS revenue procedure, publication,
    form, or instructions to the form . . . .
    (2) Time for filing. The return of a
    partnership must be filed on or before the
    fifteenth day of the fourth month following
    3
    We construe regulations using the same “toolkit” of interpretation
    as we do for statutes. Kisor v. Wilkie, 
    139 S. Ct. 2400
    , 2415 (2019); see
    also 
    id. at 2446
     (Gorsuch, J., concurring) (“When we interpret a
    regulation, we typically (at least when there is no agency say-so) proceed
    in the same way we would when interpreting any other written law: We
    begin our interpretation of the regulation with its text and, if the text is
    unclear, we turn to other canons of interpretation and tie-breaking rules
    to resolve the ambiguity.” (internal quotation marks omitted)).
    SEAVIEW TRADING V. CIR                     35
    the close of the taxable year of the
    partnership.
    
    26 C.F.R. § 1.6031
    (a)-1(e) (2001).          Reviewing these
    provisions, the majority concludes that they govern only
    “timely partnership returns.” Maj. Op. 13. But nothing in
    the regulatory text itself suggests it is limited to timely
    returns: Both the time and place provisions explicitly apply
    to “[t]he return of a partnership.” 
    26 C.F.R. § 1.6031
    (a)-
    1(e). There is no text limiting the place requirement to
    timely returns, or to some other subset of partnership returns;
    the only natural reading of the regulation is that it applies to
    a “return of a partnership,” regardless of whether the return
    is timely or delinquent. Moreover, when the regulation is
    read with the mandatory and conjunctive requirements in the
    enabling statute, § 6230(i), it is plain that taxpayers must
    follow both the time and place requirements.
    The majority’s reading of § 1.6031(a)-1(e) is also
    perplexing in light of § 1.6031(a)-1(a)(4), which penalizes
    partnerships that file untimely returns. See id. (citing
    
    26 U.S.C. §§ 6698
    (a)(1), 7203 (2000)). The majority’s
    conclusion that untimely returns are not governed by the
    regulations, would, if true, mean that untimely returns are
    not subject to penalties. This reasoning effectively reads
    § 1.6031(a)-1(a)(4) and 
    26 U.S.C. §§ 6698
    (a)(1), 7203 out
    of existence, creating the absurd result that only timely
    returns must comply with the requirement to timely submit
    returns, while untimely returns cannot be penalized for being
    untimely. See Maj. Op. 13–15. We disfavor interpretations
    that render statutes totally ineffectual or give rise to absurd
    results. See Ariz. State Bd. for Charter Schs. v. U.S. Dep’t
    of Educ., 
    464 F.3d 1003
    , 1007–08 (9th Cir. 2006) (observing
    that “statutory interpretations which would produce absurd
    results are to be avoided” and that in interpreting a statute it
    36               SEAVIEW TRADING V. CIR
    is for this court to “ascertain—neither to add nor subtract,
    neither to delete nor to distort” the text (internal quotation
    marks omitted)).
    3.
    Apart from being unsupported by any legal authority and
    starkly inconsistent with the statutory and regulatory text,
    the majority’s reasoning in support of its theory is
    nonsensical.
    As an initial matter, it makes no sense to treat the time
    requirements as unlinked to the place requirements. Under
    the majority’s reasoning, one might just as easily conclude
    that § 1.6031(a)-1(e) governs only returns filed at the correct
    place, and that therefore returns submitted to other locations
    can be submitted on any timeline because, after all, the
    regulations are “silent” about the time requirements of
    returns submitted to the incorrect location. Maj. Op. 20.
    Such a reading, of course, would be absurd. The point of
    § 6230(i) and § 1.6031(a)-1(e), read together, is that to
    properly file a return, a partnership must file it at the
    prescribed location by the prescribed date. It would do
    taxpayers little good to have a deadline without knowing
    where to submit the return, or vice versa. The two provisions
    are linked, and, by the plain text of § 6230(i) and
    § 1.6031(a)-1(e), both place and time conditions are
    required.
    Additionally, to support the proposition that “the
    regulations do not appear to govern” a belatedly-filed tax
    return, the majority observes that “[n]othing in the text says
    that the time and place requirements apply to untimely
    returns.” Maj. Op. 13 That is true. But the regulation also
    does not say that it applies to timely returns. The regulation
    says when and where a partnership must file its returns.
    SEAVIEW TRADING V. CIR                       37
    
    26 U.S.C. § 6230
    (i) (2000); 
    26 C.F.R. § 1.6031
    (a)-1(e)
    (2001). It does not separate timely and untimely returns into
    different categories. And why would it? The very notion of
    what an untimely return is derives entirely from the text of
    § 1.6031(a)-1(e). In other words, a return is untimely only
    if it fails to comply with the timing requirements of the
    regulation.
    The majority also reasons that “by definition, if a
    taxpayer files a return after April 15, the taxpayer can’t
    comply with § 1.6031(a)-1(e) since the regulation specifies
    that date as when the return ‘must be filed.’” Maj. Op. 13.
    It is unclear what significance the majority places on this
    observation. Of course, it is a tautology that when someone
    does not comply with the terms of a regulation, she “can’t
    comply” with it because, well, she has not complied with it.
    Moreover, we do not construe statutes and regulations to
    apply only to those who comply with their provisions;
    indeed, the law applies most acutely to those who do not
    follow it. Nor do we generally excuse compliance with one
    provision based on noncompliance with another. And yet,
    the upshot of the majority’s holding is that those who timely
    file their returns are subject to all the regulations, while those
    who do not are shielded from statutory and regulatory
    consequences.
    To illustrate why the majority’s approach cannot be
    correct, consider a hypothetical traffic statute. Suppose that
    a jurisdiction enacted a statute that stated:
    When operating a motor vehicle, all drivers
    must:
    (1) Stop at signs marked “STOP.”
    (2) Obey posted speed limits.
    38                   SEAVIEW TRADING V. CIR
    Now consider a driver in this hypothetical jurisdiction who,
    while driving 80 mph in a 30-mph zone, is pulled over for
    running a stop sign. Under the majority’s reasoning, the
    driver could defend himself by arguing that the statute “is
    silent” about his conduct because it applies only to drivers
    obeying the speed limit. “Speeding drivers,” the driver
    might argue, “do not appear to be governed” by the statute
    because a person can comply with the statute only by
    obeying the posted speed limit, and he has not done so. One
    would not expect such an argument to get very far with the
    traffic court. Yet the majority adopts this argument in the
    tax context. 4
    4
    The majority attempts to distinguish this hypothetical from
    § 1.6031(a)-1(e) by arguing that the hypothetical traffic statute “contains
    two independent commands,” which, to the majority, means that
    “[v]iolation of either command violates the law,” while § 1.6031(a)-1(e)
    “establishes two conditions necessary to comply with the filing
    command.” Maj. Op. 15 n.2. The majority seems to overlook that the
    punctuation and structure used in the hypothetical traffic statute are
    precisely the same as that used in § 1.6031(a)-1(e), which also contains
    separate, independent time and place commands separated by periods
    and subsection headings. See 
    26 C.F.R. § 1.6031
    (a)-1(e). I agree with
    the majority’s recognition that to satisfy § 1.6031(a)-1(e), a partnership
    must comply with both time and place provisions, Maj. Op. 15 n.2, which
    is why Seaview failed to file a return in this case, because it complied
    with neither. The same, of course, is true of the hypothetical traffic
    statute: to comply with the statute, a driver has to obey speed limits and
    stop at stop signs. Once again, the majority reasons that because Seaview
    did not obey the regulation, it is not subject to the regulation. Maj. Op.
    15 n.2.
    The majority also asks “what is a driver supposed to do if a police
    officer directs the driver to blow through a STOP sign? Can the driver
    be cited for complying with the police officer’s command . . . ?” Maj.
    Op. 15 n.2. The hypothetical question of whether instruction from a
    police officer might be a defense to traffic liability is, of course, not
    SEAVIEW TRADING V. CIR                            39
    Simply put, delinquency under one provision of the
    regulation does not render another provision inapplicable.
    The effect of the majority’s ruling is to excuse delinquent
    filers from the necessity of complying with the remainder of
    the regulations. Lawbreakers everywhere may rejoice when
    they learn that by not complying with one part of a statute or
    regulation, the rest of the statute or regulation is rendered
    “silent.” The majority opinion is tellingly free of any
    citation supporting this sui generis interpretation of the Code
    and regulations.
    4.
    Similarly, the majority’s conclusion that § 1.6031(a)-
    1(e)’s place, time, and manner filing requirements apply
    only to timely returns is flatly inconsistent with the rest of
    § 1.6031(a)-1’s provisions, which clearly apply to both
    timely and delinquent partnership returns.
    For example, § 1.6031(a)-1(a)(1) requires the filing of
    returns for domestic partnerships, stating that “every
    domestic partnership must file a return of partnership income
    under section 6031 (partnership return) for each taxable year
    on the form prescribed for the partnership return.” 
    26 C.F.R. § 1.6031
    (a)-1(a)(1) (2001). But under the majority’s
    conclusion that delinquent returns are ungoverned by the
    IRS regulations, only timely returns would need to be filed
    “for each taxable year on the form prescribed.” 
    Id.
     In other
    before us. In any event, as discussed below, the IRS in this case did not
    “command” Seaview to file a tax return, but asked for copies as part of
    its investigation. There is no indication in the record that Seaview
    thought that in complying with this request it was filing a return; indeed,
    the record suggests the opposite. As noted, and discussed further below,
    the majority seems to covertly apply a form of equitable estoppel, which,
    if properly and openly applied, would fail on the facts of this case.
    40                SEAVIEW TRADING V. CIR
    words, the implication of the majority’s reasoning is that
    partnerships that file returns late need not file partnership
    returns at all. See United States v. LKAV, 
    712 F.3d 436
    , 440
    (9th Cir. 2013) (“[S]tatutory interpretations which would
    produce absurd results are to be avoided.” (alteration in
    original) (internal quotation marks omitted)).
    Another subsection of the regulation, § 1.6031(a)-
    1(a)(2), prescribes the contents of a partnership return. Id.
    § 1.6031(a)-1(a)(2). But under the majority’s interpretation,
    this regulation would only govern the contents of timely-
    filed returns. Presumably, for the majority, there are no
    regulations that prescribe the contents of a delinquent
    partnership return.
    And, as previously noted, § 1.6031(a)-1(a)(4) provides
    that there are consequences for “[f]ailure to file” a return and
    cross references several statutory provisions.                Id.
    § 1.6031(a)-1(a)(4) (citing 
    26 U.S.C. §§ 6229
    (a), 6231(f),
    6698, 7203 (2000)). Under the majority’s construction of
    the regulation, none of these consequences would apply to
    delinquent returns because the regulation applies only to
    timely returns. And yet these consequences self-evidently
    are meant to apply to returns that are not filed on time.
    Indeed, if the majority is correct that the regulations do not
    govern the filing of untimely returns, then some of these
    provisions would effectively be read out of the Tax Code.
    See, e.g., 
    26 U.S.C. § 6231
    (f) (2000) (penalizing
    noncompliance with § 6031, which provides, among other
    things, that partnerships are required to furnish a return to
    certain partners “on or before the day on which the return for
    such taxable year was required to be filed,” see id.
    § 6031(b)); id. § 6698(a) (penalizing a partnership that “fails
    to file [a] return at the time prescribed therefor”); id. § 7203
    SEAVIEW TRADING V. CIR                     41
    (penalizing willful failure to pay tax “at the time or times
    required by law or regulations”).
    The majority attempts to evade these problematic
    implications for the structure of the regulations by arguing
    that the Tax Code penalizes the failure to file a return at the
    wrong time “but doesn’t specify any penalty for filing a
    return at the wrong place.” Maj. Op. 12–13 (citing 
    26 U.S.C. §§ 6698
    (a)(1), 7203). But even if § 6698 were read to only
    impose monetary penalties for failing to file a timely return,
    and if § 7203 were read to criminalize only the willful failure
    to file a timely return, the question of where the return must
    be timely filed would remain. If a taxpayer mails a return to
    NASA or the United States Fish and Wildlife Service, the
    IRS need hardly impose a separate monetary or criminal
    penalty for filing in the wrong place. And it would not make
    any difference if the taxpayer mailed a return to NASA or
    Fish and Wildlife by the regulatory deadline. Instead, if the
    taxpayer submitted a return to the wrong location, and never
    submitted a return to the correct location, the IRS simply
    would not regard the return as having been filed. It is a
    matter of common sense and an acquaintance with reality to
    recognize that when a statute penalizes failure to timely file,
    it encompasses failing to file at all by filing in the wrong
    place.
    5.
    The majority also attempts to bolster its position by
    pointing out that “no IRS regulation prohibits the filing of
    untimely returns with a requesting IRS official.” Maj.
    Op. 13. But the regulation need not list the infinite number
    of wrong ways to file a return. The regulations also do not
    prohibit the filing of a return by sending it in a letter
    personally addressed to the President of the United States.
    But I doubt we would have much sympathy for a taxpayer
    42               SEAVIEW TRADING V. CIR
    who followed such a method and complained that the IRS
    did not treat his return as filed.
    The regulations prescribe when and where a taxpayer
    shall file a return, and Congress has made compliance with
    those requirements mandatory. 
    26 U.S.C. § 6230
    (i) (2000);
    
    26 C.F.R. § 1.6031
    (a)-1(e) (2001). By necessary negative
    implication, all other times and places of filing are not in
    compliance. See Silvers v. Sony Pictures Ent., Inc., 
    402 F.3d 881
    , 885 (9th Cir. 2005) (“The doctrine of expressio unius
    est exclusio alterius as applied to statutory interpretation
    creates a presumption that when a statute designates certain
    persons, things, or manners of operation, all omissions
    should be understood as exclusions.” (internal quotation
    marks omitted)).
    Similarly, the majority’s contention that “there is more
    than one place for a partnership to properly file a return”
    hurts, rather than helps, its theory. Maj. Op. 13 (citing
    
    26 U.S.C. § 6091
    (b)(4); 
    26 C.F.R. § 1.6091-2
    (d)(1)). The
    majority points to the regulation that provides the places for
    filing returns by various taxpayers, such as individuals,
    estates, trusts, and corporations. See 
    26 C.F.R. § 1.6091
    -
    2(a)–(b). Notably, that regulation also provides that
    “whenever instructions applicable to income tax returns
    provide that the returns be filed with a service center, the
    returns must be so filed in accordance with the instructions.”
    
    Id.
     § 1.6091-2(c). The regulation provides that “persons
    other than corporations” and “corporations” may file returns
    by hand carrying them to the district director of the internal
    revenue district in which the taxpayer resides. Id. § 1.6091-
    2(d).
    But even assuming Seaview could have hand-carried its
    return to an IRS office, instead of or in addition to mailing
    its return to the Ogden service center, see 26 U.S.C.
    SEAVIEW TRADING V. CIR                              43
    § 6091(b)(4); 
    26 C.F.R. § 1.6091
    –2(d)(1), Seaview nowhere
    argues that it did so or that it attempted to do so. And
    although the Tax Code and regulations enumerate specific
    locations and methods for filing a return, that does not
    suggest that an infinite set of other locations and methods
    (such as mailing a copy to an IRS agent) might be
    permissible; it suggests the opposite. See Silvers, 
    402 F.3d at 885
    ; see also Scalia & Garner, supra, at 107–08 (noting
    that “the principle that specification of the one implies
    exclusion of the other validly describes how people express
    themselves and understand verbal expression” and that the
    “more specific the enumeration, the greater the force of” this
    principle). Congress has permitted the Secretary of the
    Treasury to create regulations providing for the place, time,
    and manner of filing tax returns, and made it mandatory for
    the taxpayer to comply with those regulations. By necessary
    negative implication, other places, times, and manners are
    improper.
    6.
    The final reason to doubt the majority’s conclusion that
    the Tax Code and regulations are silent regarding delinquent
    returns is the sheer implausibility of that position. Late-filed
    tax returns are far from an uncommon occurrence. 5 It is
    5
    As Seaview acknowledges, “[d]elinquent returns are
    commonplace.” Statistics available on IRS’s public website show that
    the IRS assesses billions of dollars per year from delinquent returns. See
    IRS, SOI Tax Stats - Delinquent Collection Activities - IRS Data Book
    Table       25,      https://www.irs.gov/statistics/soi-tax-stats-delinquent-
    collection-activities-irs-data-book-table-25 (last visited May 2, 2022);
    see also Robert E. McKenzie, 7 Million Taxpayers Fail to File Their
    Income       Taxes,      Forbes    (Aug.     27,     2014,     2:37     AM),
    https://www.forbes.com/sites/irswatch/2014/08/27/7-million-taxpayers-
    fail-to-file-their-income-taxes/?sh=78c4921a706f.
    44               SEAVIEW TRADING V. CIR
    therefore hard to believe that § 6230(i) or § 1.6031(a)-1(e)
    are not meant to apply to delinquent returns, and that
    Congress and the Secretary of the Treasury simply
    overlooked this all too common and predictable occurrence.
    If the statute and regulations were truly silent on the correct
    procedures for filing delinquent returns, every year from
    April 16 on would be a tax-filing free-for-all. Tellingly, the
    majority opinion is unique in reaching this conclusion.
    *   *    *
    The majority’s reading of § 6230(i) and § 1.6031(a)-1(e)
    is plainly incorrect. The remainder of the majority’s
    reasoning is built on this foundation, as the majority admits,
    Maj. Op. 13, 20. so the majority opinion fails for this reason
    alone. Nonetheless, I address why the remainder of the
    majority’s reasoning fails even if this foundational flaw is
    overlooked.
    B.
    1.
    Once the majority determines that 
    26 C.F.R. § 1.6031
    (a)-1(e) does not govern untimely returns, it frees
    itself to supply its own requirements for filing delinquent
    partnership returns based on the “ordinary meaning” of the
    term “file.” Maj. Op. 14–15. Like the faulty statutory and
    regulatory interpretation on which it is based, this conclusion
    is riddled with errors.
    First, it bears repeating that there is simply no cause for
    this court to look to the ordinary meaning of the term “file”
    when, as set forth above, the statute and regulations already
    clearly set forth the filing requirements for partnership
    returns.
    SEAVIEW TRADING V. CIR                      45
    Second, even if there were some kind of legislative or
    regulatory gap in this area, it is not this (or any) court’s role
    to supply an absent provision or create an exception not
    provided by Congress. “It is a fundamental principle of
    statutory interpretation that absent provision[s] cannot be
    supplied by the courts.” Little Sisters of the Poor Saints
    Peter & Paul Home v. Pennsylvania, 
    140 S. Ct. 2367
    , 2381
    (2020) (alteration in original) (internal quotation marks
    omitted); see also Scalia & Garner, supra, at 93 (“It is not
    [the judge’s] function or within his power to enlarge or
    improve or change the law. Nor should the judge elaborate
    unprovided-for exceptions to a text . . . .” (footnote and
    internal quotation marks omitted)). The majority runs afoul
    of this fundamental principle by finding a regulatory gap of
    its own making and then filling it with a wholly invented,
    court-created exception to ordinary filing rules for
    delinquent partnership returns. Maj. Op. 10, 15, 21.
    Regardless of the merits of its new rule, the majority violates
    basic legal principles in creating it.
    Third, the majority’s new rule for delinquent returns
    contradicts the language from the very authorities it cites in
    defining the word “file.” For example, in United States v.
    Lombardo, 
    241 U.S. 73
     (1916), the Court held that a “paper
    is filed when it is delivered to the proper official and by him
    received and filed.” 
    241 U.S. at 76
     (emphases added). This
    is precisely the rule that Seaview has indisputably failed to
    satisfy. Its return was never delivered to, or received by, the
    proper official. Seaview sent copies of its return to an IRS
    revenue agent and IRS counsel, and—undisputedly—not to
    the Ogden service center. This means that the returns were
    not delivered to the “proper official” and were not “by [that
    official] received.” Lombardo, 
    241 U.S. at 76
    ; see also, e.g.,
    Smyth v. Comm’r, 
    113 T.C.M. (CCH) 1132
    , at *3 (2017)
    (delivery to IRS counsel is not a filing); Friedmann v.
    46               SEAVIEW TRADING V. CIR
    Comm’r, 
    82 T.C.M. (CCH) 381
    , at *6–7 (2001) (delivery to
    a revenue agent is not a filing).
    Other authorities relied upon by the majority similarly
    include as part of their definitions of “file” that the return
    must be “delivered to, received and filed by the proper
    official.” Heard v. Comm’r, 
    269 F.2d 911
    , 913 (3d Cir.
    1959) (emphasis added); see also Maj. Op. 14–15 (citing
    File, Black’s Law Dictionary (5th ed. 1979) for proposition
    that to file is “[t]o deliver an instrument . . . to the proper
    officer” (alterations in original)). As explained later, the
    majority’s attempt to sidestep this difficulty by redefining
    what counts as a proper official, see Maj. Op. 10–10, 21 n.4,
    is unpersuasive in light of the large body of case law
    rejecting revenue agents or IRS counsel as proper officials,
    among other reasons.
    Similarly, the majority’s reliance on United States v.
    Hanson, 
    2 F.3d 942
     (9th Cir. 1993), does little to support its
    ordinary meaning definition. Maj. Op. 15 In Hanson, the
    defendant was criminally prosecuted for filing a false tax
    return under 
    26 U.S.C. § 7206
    (1). 
    Id. at 944
    . The defendant
    argued on appeal that the allegedly false forms “were not
    ‘filed’ because they were never fully processed by the IRS.”
    
    Id. at 946
    . We rejected this argument, observing that
    “Hanson personally mailed the forms and . . . the IRS
    received them.” 
    Id.
     We held that a “return is ‘filed’ at the
    time it is delivered to the IRS.” 
    Id.
    At first blush, Hanson’s terse definition of “file” might
    appear to help the majority’s argument. After all, Seaview
    “delivered” its return “to the IRS” when it sent copies of its
    returns in 2005 and 2007. 
    Id.
     But in Hanson, the court was
    not asked to decide whether a return sent to the wrong
    location and not processed as a return was “filed.” The
    defendant argued simply that because the IRS “never fully
    SEAVIEW TRADING V. CIR                             47
    processed” his returns, he did not file them and could not be
    criminally liable for filing a false return. 
    Id.
     The court did
    not explain what was meant by “never fully processed,” and,
    unlike here, the government did not argue that the returns
    were not sent to the correct location. See 
    id.
     Indeed, the
    facts suggested that the defendant submitted his fraudulent
    returns to the correct location. See 
    id.
     at 944–45. Thus,
    Hanson cannot reasonably be read to suggest that a taxpayer
    may properly file a return other than by sending it to the
    correct location.
    Furthermore, given the criminal nature of the charge
    against the defendant in Hanson, whether the returns were
    processed was not particularly relevant, because the issue
    was whether the defendant “[w]illfully ma[de] and
    subscribe[d] any return . . . under the penalties of perjury . . .
    which he d[id] not believe to be true and correct as to every
    material matter.”         
    26 U.S.C. § 7206
    (1) (1988).
    Unsurprisingly, in a criminal prosecution for such an
    offense, the emphasis was on the defendant’s conduct and
    state of mind, rather than on whether the IRS “fully
    processed” his returns, and the court rejected the defendant’s
    argument without extensive analysis. See Hanson, 
    2 F.3d at 946
    . 6
    6
    Subsequent interpretations of Hanson raise further doubts about
    the application of its definition of “file” to the facts of this appeal. See
    United States v. Boitano, 
    796 F.3d 1160
    , 1163–64 (9th Cir. 2015). In
    Boitano, the defendant had “handed” delinquent tax returns to an IRS
    enforcement agent, the IRS agent never sent the returns “to the IRS
    service center for processing,” and, after the information in those returns
    was determined to be fraudulent, the defendant was charged with
    violating § 7206(1). Id. at 1161–62. Before the district court, the
    government argued that the defendant had filed the returns by handing
    them to the agent. Id. at 1162. But, on appeal, the government took the
    48                    SEAVIEW TRADING V. CIR
    2.
    Even if the Tax Code and regulations did not foreclose
    the majority’s reliance on the “ordinary meaning” of “file”
    (which they do), and even if it were proper for us to devise
    our own filing regulation for delinquent returns (which it is
    not), and even if the majority’s ordinary meaning definition
    were supported by legal authority (which it is not), the
    majority’s ordinary meaning analysis would be problematic
    for another reason: the sweep of its implications.
    The majority holds:
    that when (1) an IRS official authorized to
    obtain and receive delinquent returns informs
    a partnership that a tax return is missing and
    requests that tax return, (2) the partnership
    responds by giving the IRS official the tax
    return in the manner requested, and (3) the
    IRS official receives the tax return, the
    partnership has “filed” a tax return for
    § 6229(a) purposes.
    position that “there is a single definition of filing that applies in both the
    civil and criminal context, and that the record does not support that the
    returns here were filed.” Id. at 1163 (internal quotation marks omitted).
    The government repudiated its position in the district court that the
    returns were “filed” when handed to the agent. Id. Given the
    government’s concession, we did not have to decide the correct meaning
    of “file” in Boitano. Id. at 1164. Nonetheless, we accepted the
    government’s concession that handing a return to a revenue agent did not
    constitute a filing. The implication is that giving a return to someone
    other than the proper official, who in turn does not send “the returns to
    the IRS service center for processing,” does not count as “filing” the
    return. Id. at 1161, 1163–64.
    SEAVIEW TRADING V. CIR                           49
    Maj. Op. 10–10. The implication of the majority’s reasoning
    is that this three-part test is just one of a broader set of valid
    ways to file delinquent returns. To the majority, there are
    any number of places to file a delinquent return as long as it
    is “delivered to a proper IRS official and the official received
    the return.” Maj. Op. 15. This holding is untethered from
    the statutory and regulatory text and does little to guide
    taxpayers, the IRS, and the Tax Court. See Maj. Op. 10–10,
    15–15.
    To be sure, the majority appears to narrow its holding by
    limiting its application to instances where an IRS employee
    requests a delinquent return from a partnership 7 (which
    could conceivably happen in every case in which a
    partnership fails to file a return), and where the partnership
    sends the return to an IRS employee “authorized” to accept
    the returns. Maj. Op. 10–10, 15–15, 19. But the majority
    does not define “an authorized” employee, and instead
    improperly cites a non-precedential IRS internal
    memorandum to suggest that employees at certain pay
    grades may be authorized to process delinquent returns.
    Maj. Op. 21 n.4 (citing IRS, National Office Advice No.
    199933039 (June 25, 1999)). The Tax Code explicitly
    provides that such internal memoranda “may not be used or
    7
    Although the majority uses the term partnership, thereby
    seemingly limiting its holding to partnership returns governed by
    
    26 U.S.C. § 6229
     (2000), the majority does not explain why the
    sweeping rule it devises may or may not extend to individual tax returns
    governed by 
    26 U.S.C. § 6501
    ’s statute of limitations, which is similar
    in material respects to that of § 6229. Compare 
    26 U.S.C. § 6501
    (a), (c),
    with 
    26 U.S.C. § 6229
    (a), (c) (2000). Elsewhere the majority indicates
    that the analysis of individual and partnership returns is the same. Maj.
    Op. 18 n.3. Presumably the majority is reassured that this Pandora’s box
    will be for taxpayers, the IRS, and the Tax Court to address in the first
    instance.
    50               SEAVIEW TRADING V. CIR
    cited as precedent,” 
    26 U.S.C. § 6110
    (k)(3), and, as the
    majority elsewhere acknowledges, such materials lack the
    force of law. See Fargo, 
    447 F.3d at 713
    ; Maj. Op. 16.
    Nonetheless, the majority asserts that in this memorandum
    the IRS “held” that revenue officers at certain pay grades
    (GS-9, GS-11, and GS-12) may secure delinquent returns.
    Maj. Op. 21 n.4.
    Even if we assume this memorandum applied in 2005
    and 2007, and that it had any precedential value, it is
    irrelevant to the issues before us now. The memorandum
    provides guidance to IRS district counsel about procedures
    applicable to individuals filing returns by hand carrying
    them “to the District Director of the internal revenue district
    in which they live.” IRS, National Office Advice No.
    199933039, at 2–3 (June 25, 1999) (explaining that the Tax
    Code and regulations allow “a person other than a
    corporation” to file their return by hand carrying it to the
    district director, or by mailing it to the appropriate service
    center (first citing 
    26 U.S.C. § 6091
    (b)(1)(A), (b)(4); then
    citing 
    26 C.F.R. § 1.6091-2
    (a)(1), (c), (d)(1))).
    The memorandum then states that neither the Tax Code
    nor the regulations “specifically provide for filing returns
    directly with revenue officers.” 
    Id. at 3
    . But it explains that
    delegations of authority (in that case, a delegation of the
    district director’s authority to receive hand-carried returns)
    “may take many forms, including functional statements in
    position descriptions.” 
    Id.
     The memorandum reviews the
    position descriptions for revenue agents at pay scales GS-9,
    GS-11, and GS-12, and concludes that these descriptions are
    consistent with the revenue agents receiving hand-carried
    returns “as the revenue officers are acting on behalf of, and
    under the authority of, the District Director.” 
    Id.
    SEAVIEW TRADING V. CIR                      51
    Seaview nowhere argues that it hand-carried its return to
    the district director in the revenue district of its residence as
    an alternative, or in addition, to mailing its return to the
    appropriate service center, or that it attempted to do so.
    Thus, the majority’s reliance on this internal memorandum
    is misplaced, and its supposed limitations are no limitation
    at all. Instead of following the clear weight of legal authority
    in this area, the majority creates a morass for courts to wade
    through as parties litigate whether an IRS employee was
    “authorized to obtain and receive” a return. Maj. Op. 10.
    And, of course, this holding will apply only in the Ninth
    Circuit, undermining the “equal and certain administration”
    of our nationwide tax system and “leading to uncertainty and
    obvious forum shopping opportunities.” Ai v. United States,
    
    809 F.3d 503
    , 507 (9th Cir. 2015) (internal quotation marks
    omitted).
    *   *    *
    The statute and regulations leave no space for the
    majority to devise its own definition of “file” for delinquent
    returns. Even if there were such an opportunity, it is not our
    role to supply absent provisions or create exceptions not
    mandated by Congress. And even if we could turn to an
    ordinary meaning definition of “file,” the definition provided
    by the majority is inconsistent with the authorities on which
    it relies and will create a host of problems for taxpayers, the
    IRS, and the Tax Court when dealing with tax returns in our
    circuit.
    C.
    Logic and principles of statutory interpretation suffice to
    foreclose the majority’s approach to § 6230(i) and
    § 1.6031(a)-1(e). But if there remains any doubt about the
    correctness of the majority’s interpretation, the Supreme
    52               SEAVIEW TRADING V. CIR
    Court’s decision in Badaracco slams the door firmly shut.
    
    464 U.S. 386
    . In Badaracco, the Court was asked to
    determine the applicability of 
    26 U.S.C. § 6501
    , which
    applies a three-year statute of limitations, like § 6229(a),
    unless the taxpayer fails to file a return or files “a false or
    fraudulent return with the intent to evade tax.” Id. at 388.
    Compare 
    26 U.S.C. § 6501
    (a), (c), with 
    26 U.S.C. § 6229
    (a),
    (c) (2000). The issue in Badaracco was whether the three-
    year limitations period to assess taxes runs when the
    “taxpayer files a false or fraudulent return but later files a
    nonfraudulent amended return.” 
    464 U.S. at 388
    . The Court
    rejected the taxpayer’s argument and held that the IRS was
    permitted to assess “‘at any time’ the tax for a year in which
    the taxpayer has filed ‘a false or fraudulent return,’ despite
    any subsequent disclosure the taxpayer might make.” 
    Id. at 396
    .
    In reaching that conclusion, the Court—unlike the
    majority here—rejected “a nonliteral construction of the
    statute based on considerations of policy and practicality.”
    
    Id.
     at 396–401. Even more significantly, however, the Court
    reaffirmed that “[s]tatutes of limitation sought to be applied
    to bar rights of the Government, must receive a strict
    construction in favor of the Government.” 
    Id. at 391
    (quoting E.I. Dupont de Nemours & Co. v. Davis, 
    264 U.S. 456
    , 462 (1924)). This rule of statutory construction applies
    with particular force in the tax context: “[L]imitations
    statutes barring the collection of taxes otherwise due and
    unpaid are strictly construed in favor of the Government.”
    Id. at 392 (quoting Lucia v. United States, 
    474 F.2d 565
    , 570
    (5th Cir. 1973)).
    The majority hardly addresses this part of Badaracco’s
    holding, despite citing Badaracco later in its opinion for a
    different proposition. Maj. Op. 22 & [22] n.6. At the risk of
    SEAVIEW TRADING V. CIR                              53
    stating the obvious, we are bound by Badaracco. See MK
    Hillside Partners v. Comm’r, 
    826 F.3d 1200
    , 1206 (9th Cir.
    2016) (“[W]e are bound not only by the holdings of
    [Supreme Court] decisions but also by their mode of
    analysis.” (second alteration in original) (internal quotation
    marks omitted)); see also Hart v. Massanari, 
    266 F.3d 1155
    ,
    1171 (9th Cir. 2001) (“Obviously, binding authority is very
    powerful medicine. A decision of the Supreme Court will
    control that corner of the law unless and until the Supreme
    Court itself overrules or modifies it. Judges of the inferior
    courts may voice their criticisms, but follow it they must.”). 8
    8
    The majority attempts to distinguish Badaracco in a footnote, Maj.
    Op. 22 n.6, but it is hard to read its treatment of this precedent as anything
    other than a departure from the Supreme Court’s “mode of analysis.”
    MK Hillside Partners, 826 F.3d at 1206. It is true that Badaracco dealt
    with fraudulent returns under § 6501(c)(1), but the majority overlooks
    that the relevant provisions of §§ 6501 and 6229 are nearly identical,
    including in removing any statute of limitations when a fraudulent return
    is filed or when a taxpayer fails to file a return. Compare 
    26 U.S.C. § 6501
    (c), with 
    26 U.S.C. § 6229
    (c) (2000). The majority denies that
    Badaracco’s statement of what was then (and is now) well-settled
    authority that statutes of limitation must be strictly construed in favor of
    the government, particularly in the tax context, was in fact its “actual
    holding.” But we have recognized this holding of Badaracco many
    times. See, e.g., California ex rel. Cal. Dep’t of Toxic Control v. Neville
    Chem. Co., 
    358 F.3d 661
    , 666 (9th Cir. 2004) (“[W]e have been specially
    instructed by the Supreme Court to construe limitations periods in favor
    of the government.”); Tosello v. United States, 
    210 F.3d 1125
    , 1127 (9th
    Cir. 2000) (“[T]he applicable statute of limitations . . . must be construed
    strictly in favor of the government.”); In re West, 
    5 F.3d 423
    , 426 (9th
    Cir. 1993) (observing this holding in the context of tax collection in
    bankruptcy); United States v. Dos Cabezas Corp., 
    995 F.2d 1486
    , 1489
    (9th Cir. 1993) (“[T]he court strictly construes the statute [of limitations]
    in favor of the government.”); FDIC v. Former Officers & Dirs. of
    Metro. Bank, 
    884 F.2d 1304
    , 1309 (9th Cir. 1989) (“To the extent that a
    statute is ambiguous in assigning a limitations period for a claim, we will
    interpret it in a light most favorable to the government.”). The majority
    54                  SEAVIEW TRADING V. CIR
    If we follow Badaracco, as we are required to do, and
    strictly construe the statute of limitations in the
    government’s favor, then it simply makes no sense to
    provide a different and more permissive tax filing regime for
    taxpayers who file their returns late. Ultimately, apart from
    a feeble attempt to distinguish Badaracco’s “actual”
    holding, Maj. Op. 22 n.6, the majority has no answer for how
    its idiosyncratic interpretation of the statute and regulations
    in this case can be reconciled with our obligation to “strictly
    construe[]” § 6229’s limitation period “in favor of the
    government.” Badaracco, 
    464 U.S. at 392
    . See also Pac.
    Coast Steel Co. v. McLaughlin, 
    61 F.2d 73
    , 75 (9th Cir.
    1932) (“Statutes of limitation barring the collection of taxes
    that are justly due and unpaid must receive a strict
    construction in favor of the government, and limitation in
    such cases will not be presumed, in the absence of clear
    Congressional action.”), aff’d, 
    288 U.S. 426
     (1933); Parrott
    v. McLaughlin, 
    67 F.2d 397
    , 398–99 (9th Cir. 1933)
    (observing that, unlike statutes levying taxes, which are
    construed against the government, statutes of limitations
    “applied to bar rights of the government . . . must receive a
    strict construction in favor of the government”).
    Moreover, in cases considering similar issues, courts
    have uniformly failed to excuse delinquent returns from the
    filing requirements to which all taxpayers are subject. See,
    later seems to recognize that Badaracco requires us to strictly construe
    § 6229’s statute of limitations, but argues that does not mean “we must
    give the government carte blanche to apply § 6229 however and
    whenever it wants.” Maj. Op. 22 n.6. The majority does not explain
    how faithfully applying the statute, regulations, and Supreme Court
    precedent amounts to allowing the government to apply the statute of
    limitations however and whenever it wants. The majority seems to think
    we have carte blanche to make our own rules that flagrantly contravene
    the statute, regulations, and Supreme Court authority. We do not.
    SEAVIEW TRADING V. CIR                            55
    e.g., Allnutt, 523 F.3d at 407–10, 412–13 (applying the
    meticulous compliance standard to filing of delinquent
    returns); Friedmann, 
    82 T.C.M. (CCH) 381
    , at *2, 6–7
    (same); Green v. Comm’r, 
    65 T.C.M. (CCH) 2347
    , at *7
    (1993) (“[G]iving a delinquent return to an IRS agent does
    not constitute filing.” (emphasis added)). Tellingly, the
    majority does not cite any legal authority supporting its
    reasoning that § 6230(i) and § 1.6031(a)-1(e) by their terms
    do not apply to delinquent returns, nor does it reckon with
    the ample authorities that foreclose its interpretation. See
    Maj. Op. 13.
    II.
    With no support in the text of the Tax Code or IRS
    regulations for its desired outcome, the majority relies
    largely on internal IRS guidance which, the majority
    acknowledges, lacks the force of law and does not confer
    rights on taxpayers. 9 See Fargo, 
    447 F.3d at 713
    ; Maj.
    Op. 16. Despite this frank and correct admission, the
    majority devotes a substantial portion of its opinion to
    analyzing this guidance. Maj. Op. 16–19. I would sooner
    adhere to the law. See Disabled Am. Veterans v. Comm’r,
    
    942 F.2d 309
    , 315 n.5 (6th Cir. 1991) (stating that IRS
    9
    Specifically, the majority cites three documents: (1) IRS, Chief
    Counsel Advice No. 199933039 (June 25, 1999) (addressing whether a
    district director’s authority to accept certain hand-carried returns can be
    delegated to revenue agents); (2) IRS Internal Revenue Manual, ch. 4.4
    (2005) (listing procedures for processing delinquent returns and
    substitute for returns, including sending the return package “to the
    appropriate campus”); and (3) IRS Policy Statement 5-133 (2006)
    (stating that absent indications of fraud, “[a]ll delinquent returns
    submitted by a taxpayer, whether upon his/her own initiative or at the
    request of a Service representative, will be accepted,” but containing no
    information about how or where such returns are accepted or processed).
    Maj. Op. 16–19.
    56                   SEAVIEW TRADING V. CIR
    counsel memoranda “are of no precedential value, and we
    are not prepared to rest a specific interpretation of a law
    passed by Congress on what may be nothing more than the
    general considerations of [IRS] employees”); see also 
    26 U.S.C. § 6110
    (k)(3) (providing that IRS internal memoranda
    “may not be used or cited as precedent”).
    But even if we were to accept that IRS internal guidance
    could affect the outcome in this case, the guidance would
    actually weigh against finding that Seaview’s return was
    filed. That is because, as the majority asserts, this guidance
    instructs IRS agents to send the delinquent return package to
    the appropriate service center for processing. 10 Internal
    Revenue Manual 4.4.9.7.3 (2005); Maj. Op. 17. In other
    words, the guidance itself is consistent with the well-
    established legal proposition that a return must be received
    at the appropriate service center to be considered filed. In
    this case, of course, there is no evidence that the return ever
    was sent to the Ogden service center.
    Therefore, at most, the IRS in this case did not comply
    with its own internal guidance. The majority cites no legal
    authority whatsoever for the proposition that the IRS’s
    failure to adhere to this guidance has any bearing on the
    merits of Seaview’s appeal. Instead, the majority’s outcome
    rests on what it sees as the IRS’s “troubling” inconsistency,
    concluding that “the IRS views the law one way as an
    internal matter and another way for litigation advantage,”
    which the majority believes is a “nonsensical position” that
    is inconsistent with “common sense.” Maj. Op. 6–7, 16, 19.
    10
    See also IRS, Chief Counsel Advice No. 199933039 (June 25,
    1999) (stating that “whenever instructions applicable to income tax
    returns provide that the returns be filed with a service center, the returns
    must be so filed in accordance with the instructions”).
    SEAVIEW TRADING V. CIR                     57
    In other words, as noted, the majority takes issue with the
    IRS’s perceived unfairness to Seaview.
    It should go without saying that our views of the equities
    of the parties’ conduct in this case do not control the
    outcome. Instead, this court is guided by the decision of
    Congress to empower the Secretary of the Treasury to
    promulgate regulations with which taxpayers must comply
    to file their returns. 
    26 U.S.C. § 6230
    (i) (2000); see
    Anderson v. Wilson, 
    289 U.S. 20
    , 27 (1933) (Cardozo, J.)
    (“We do not pause to consider whether a statute differently
    conceived and framed would yield results more consonant
    with fairness and reason. We take the statute as we find it.”).
    To the extent that the majority thinks the operation of the
    Tax Code and regulations results in an unfair outcome, it is
    not within our purview to change the law to suit our own
    preferences. Badaracco, 
    464 U.S. at 398
     (“Courts are not
    authorized to rewrite a statute because they might deem its
    effects susceptible of improvement.”).
    We must also reject any suggestion that the government
    should be equitably estopped from asserting that Seaview
    did not file its 2001 partnership return and, thus, that the
    statute of limitations for assessing taxes did not apply.
    Granted, the majority does not explicitly argue that the
    government should be estopped from adjusting Seaview’s
    return. But its objection to simply holding Seaview to
    compliance with the filing regulations—because IRS
    employees requested and received a copy of the return but
    did not forward it to the service center for processing—
    suggests that the majority is impliedly applying a form of
    estoppel. See generally Maj. Op. 6, 16–19.
    “The traditional elements of an equitable estoppel claim
    include (1) the party to be estopped must know the facts;
    (2) he must intend that his conduct shall be acted on or must
    58                SEAVIEW TRADING V. CIR
    so act that the party asserting the estoppel has a right to
    believe it is so intended; (3) the latter must be ignorant of the
    true facts; and (4) he must rely on the former’s conduct to
    his injury.” Baccei v. United States, 
    632 F.3d 1140
    , 1147
    (9th Cir. 2011) (internal quotation marks omitted). Seaview
    does not argue that it was aware of the IRS’s internal
    guidance, much less that it relied upon these memoranda and
    manual sections. It thus cannot establish the traditional
    elements of estoppel.
    Moreover, while “the Supreme Court has never
    categorically foreclosed estoppel against the government
    . . . , it has ‘reversed every finding of estoppel that [it has]
    reviewed.’” Indus. Customers of Nw. Utils. v. Bonneville
    Power, 
    767 F.3d 912
    , 927 (9th Cir. 2014) (second alteration
    in original) (quoting Off. of Pers. Mgmt. v. Richmond,
    
    496 U.S. 414
    , 422 (1990)). And even if estoppel applies to
    the government, a party claiming estoppel in this context
    must show, in addition to the traditional elements, that
    “(1) the government engaged in affirmative misconduct
    going beyond mere negligence; (2) the government’s
    wrongful acts will cause a serious injustice; and (3) the
    public’s interest will not suffer undue damage by imposition
    of estoppel.” Baccei, 
    632 F.3d at 1147
    .
    Seaview cannot establish that the IRS engaged in
    affirmative misconduct. “Affirmative misconduct on the
    part of the government requires an affirmative
    misrepresentation or affirmative concealment of a material
    fact . . . .” 
    Id.
     Seaview does not contend that the IRS misled
    it through misrepresentations or concealed material facts.
    In any event, even the majority’s characterization of the
    record in this case misses the mark. For the record evinces
    no intent on Seaview’s part to file its returns as delinquent
    returns in 2005 or 2007. Instead, the record demonstrates
    SEAVIEW TRADING V. CIR                      59
    that in 2005, the IRS informed Seaview that it had “not
    received [its] federal income tax return(s)” for the 2001 tax
    year. Then, consistent with its position that the return had
    been filed in 2002, Seaview faxed the IRS “the 2001 tax
    return for Seaview Trading LLC as well as the certified
    mailing.” Two years later, Seaview mailed “a copy of the
    Seaview Trading, LLC’s retained copy of its 2001 Form
    1065” to IRS counsel.
    Of note, nothing in these communications suggests that
    Seaview wanted the IRS to treat the fax or mailing as a filing.
    Seaview did not inquire about what it should do to ensure
    that the return was treated as filed, nor did it ask that the IRS
    forward the return to the Ogden service center, even though
    it knew that was the correct location for filing. Instead,
    Seaview, a wealthy and sophisticated taxpayer advised by
    accountants and tax lawyers at a national law firm,
    consistently maintained that its return had been filed years
    earlier.
    This strategy, had it succeeded, could have exonerated
    Seaview from any tax liability arising from the adjustment
    of the 2001 partnership return because the statute of
    limitations would have run before the IRS even informed
    Seaview that it had never received the return. Thus,
    Seaview’s consistent position of a July 2002 filing,
    abandoned only years later after litigating this matter in the
    Tax Court, could have prevented any adjustment or penalties
    by the time the IRS requested information on the return in
    July 2005. See 
    26 U.S.C. § 6229
    (a) (2000). It should
    therefore come as no surprise that the record demonstrates
    no intention whatsoever that the 2005 and 2007 submissions
    be treated as filings. Seaview’s position was that the statute
    of limitations had already run by that point. Filing the
    returns in 2005 or 2007 might have risked late-filing
    60                   SEAVIEW TRADING V. CIR
    penalties and starting the statute of limitations at that time,
    rather than in 2002. See 
    26 C.F.R. § 1.6031
    (a)-1(a)(4)
    (2001).
    The umbrage the majority seems to take with the IRS’s
    position is therefore misplaced. See Maj. Op. 6–7, 19.
    Assuming for the sake of argument that it is appropriate to
    consider questions regarding the parties’ intent, see, e.g.,
    Allnutt, 523 F.3d at 413 n.5, the record does not support the
    notion that Seaview wanted to file its 2001 return in 2005 or
    2007. It thus makes no sense to fault the IRS for not taking
    any steps to treat the copies of Seaview’s return as anything
    other than retained copies of previously filed returns.
    This might be a different case if Seaview had requested
    the IRS to treat the submissions as filings—including as
    protective filings, which the government asserts would be a
    valid way to ensure the returns were filed in 2005 or 2007
    while not abandoning the position that they had properly
    been filed in 2002. And under Tax Court precedent, as
    discussed more fully below, had the return been forwarded
    to the Ogden service center and processed there, then the
    statute of limitations would have run from that date. Winnett
    v. Comm’r, 
    96 T.C. 802
    , 807–08 (1991). But these facts are
    not present here. 11
    11
    Seaview disputes that it could have submitted a “protective
    filing,” arguing that such a filing “appears to be something the IRS
    invented just for this case.” But in other contexts, the IRS has recognized
    “protective claims” as a way to preserve a taxpayer’s right to a tax refund
    “when the taxpayer’s right to the refund is contingent on future events
    and may not be determinable until after the statute of limitations
    expires.” Office of Chief Counsel, IRS, Memorandum: Protective
    Claims, at 3 (Aug. 5, 2005) (collecting cases). The record also reflects
    that Seaview’s tax matters partner, AGK Investments, LLC, filed two
    SEAVIEW TRADING V. CIR                           61
    Fundamentally, however, such considerations do not
    control the outcome of this case. This matter is instead
    controlled by the Tax Code and IRS regulations, as discussed
    above, and binding and persuasive case law, which I address
    next.
    III.
    A more in-depth review of the case law in this area
    further demonstrates the many flaws in the majority’s
    approach. But before looking to the legion of on-point cases
    regarding filing requirements and the statute of limitations,
    it is worth considering how we are required to approach
    these precedents.
    A.
    To begin with, we have long recognized that, although
    our review of Tax Court decisions is de novo, we “generally
    defer[]” to Tax Court decisions, “and will not disagree with
    that court unless an unmistakable question of law so
    mandates.” First Charter Fin. Corp. v. United States,
    
    669 F.2d 1342
    , 1345 (9th Cir. 1982); see also Gragg v.
    United States, 
    831 F.3d 1189
    , 1192 (9th Cir. 2016)
    (recognizing that even though Tax Court opinions are merely
    persuasive authority, the “Tax Court is informed by
    experience and kept current with tax evolution and needs by
    the volume and variety of its work,” and “uniform
    administration would be promoted by conforming to [its
    decisions] when possible” (alteration in original) (quoting
    Dobson v. Comm’r, 
    320 U.S. 489
    , 502 (1943))); Vukasovich,
    Inc. v. Comm’r, 
    790 F.2d 1409
    , 1413 (9th Cir. 1986) (“Tax
    distinct “protective petition[s]” when this case was litigated in the Tax
    Court.
    62                SEAVIEW TRADING V. CIR
    Court decisions should receive deference in the interest of a
    uniform body of national tax law. This is especially so when
    ‘it is more important that the applicable rule of law be
    settled than that it be settled right.’” (emphasis added)
    (quoting Burnet v. Coronado Oil & Gas Co., 
    285 U.S. 393
    ,
    406 (1932) (Brandeis, J., dissenting))).
    Furthermore, “[a]bsent a strong reason to do so, we will
    not create a direct conflict with other circuits.” United States
    v. Cuevas-Lopez, 
    934 F.3d 1056
    , 1067 (9th Cir. 2019)
    (internal quotation marks omitted). This rule is even
    stronger in the tax context: “Uniformity among the circuits
    is especially important in tax cases to ensure equal and
    certain administration of the tax system. We would therefore
    hesitate to reject the view of another circuit.” First Charter
    Fin. Corp., 669 F.2d at 1345; see also Ai, 809 F.3d at 507
    (“We have recognized . . . that [u]niformity among Circuits
    is especially important in tax cases to ensure equal and
    certain administration of the tax system. That is particularly
    true where, as here, a circuit split would create two mutually
    exclusive rules . . . leading to uncertainty and obvious forum
    shopping opportunities.” (second alteration in original)
    (internal quotation marks omitted)).
    Keeping these principles in mind when examining the
    case law in this area will further demonstrate that, whatever
    the merits of the majority’s novel statutory interpretation in
    this case, its holding cannot stand. For the majority ignores
    or erroneously brushes aside Supreme Court and Tax Court
    precedent. It also needlessly creates a circuit split even
    though the proper method of filing taxes is of nationwide
    concern and self-evidently is a topic on which “it is more
    important that the applicable rule of law be settled than that
    it be settled right.” Vukasovich, 
    790 F.2d at 1413
     (internal
    SEAVIEW TRADING V. CIR                     63
    quotation marks omitted). These considerations alone are
    enough to render the majority opinion erroneous.
    B.
    1.
    Starting with Supreme Court precedent, we are bound to
    apply the rule that Seaview must show “meticulous
    compliance” with filing requirements to benefit from the
    statute of limitations. Lucas, 
    281 U.S. at 249
    ; see also
    Comm’r v. Lane-Wells Co., 
    321 U.S. 219
    , 223 (1944)
    (“Congress has given discretion to the Commissioner to
    prescribe by regulation forms of returns and has made it the
    duty of the of the taxpayer to comply.”); Bachner v. Comm’r,
    
    81 F.3d 1274
    , 1280 (3d Cir. 1996) (“The Supreme Court
    repeatedly has declared that tax returns must comply strictly
    with prescribed requirements in order to trigger applicable
    limitations periods.”).
    As already discussed at length, the majority seeks to
    avoid this rule by concluding that the filing of delinquent
    returns is ungoverned by existing law. Even if that were true
    (which it is not), the majority fails to explain how its relaxed
    filing requirements—for taxpayers who pay their taxes
    late—is consistent with the binding rule that a taxpayer must
    demonstrate “meticulous compliance” to benefit from the
    statute of limitations. Lucas, 
    281 U.S. at 249
    . Rather than
    upholding the need for meticulous compliance, the
    majority’s holding encourages delinquency—i.e., the
    opposite of meticulous compliance—by making it easier for
    delinquent taxpayers to secure the statute of limitations. The
    law does not ordinarily reward delinquency. Even less
    should it do so here, when the Supreme Court has advised us
    that taxpayers must demonstrate meticulous compliance
    with IRS regulations to benefit from the limitations period.
    64               SEAVIEW TRADING V. CIR
    
    Id.
     Instead of applying that well-established authority, the
    majority invents an anti-meticulous-compliance rule.
    We also must apply the Supreme Court’s holding that
    that § 6229’s statute of limitations is to receive “a strict
    construction in favor of the Government.” Badaracco,
    
    464 U.S. at 391
    . Here, the majority barely grapples with
    how its interpretation of the Tax Code and IRS regulations
    in this case can possibly be read as a strict construction in
    favor of the government. See Maj. Op. 22 n.6. In fact, the
    majority opinion adopts a loose construction disfavoring the
    government.
    2.
    A long line of cases from our sister circuits holds that if
    a taxpayer cannot show that he meticulously complied with
    the filing requirements—including, for example, when the
    taxpayer submits his return to the wrong office or
    individual—the statute of limitations does not run and the
    IRS may assess the return at any time. Coffey, 987 F.3d
    at 812–13; Comm’r v. Estate of Sanders, 
    834 F.3d 1269
    ,
    1274–75 (11th Cir. 2016); Allnutt, 523 F.3d at 411–14;
    O’Bryan Bros. v. Comm’r, 
    127 F.2d 645
    , 647 (6th Cir.
    1942); W.H. Hill Co. v. Comm’r, 
    64 F.2d 506
    , 507–08 (6th
    Cir. 1933); see also Friedmann, 
    82 T.C.M. (CCH) 381
    ,
    at *7, aff’d, 80 F. App’x 285 (3d Cir. 2003); Green,
    
    65 T.C.M. (CCH) 2347
    , at *7, aff’d, 
    33 F.3d 1378
     (5th Cir.
    1994) (per curiam), cert. denied, 
    513 U.S. 1059
     (1994).
    Contrary to our court’s precedent, the majority does not
    “hesitate” to disagree with our sister circuits, but casually
    brushes aside in a single paragraph every one of them to have
    considered the issue before us. See First Charter Fin. Corp.,
    669 F.2d at 1345; Maj. Op. 20. As a close look at a sampling
    of these cases will demonstrate, our sister circuits have
    SEAVIEW TRADING V. CIR                     65
    considered analogous issues, and have reached conclusions
    that stand in stark contrast with the majority’s result.
    In Allnutt v. Commissioner, the Fourth Circuit held that
    the taxpayer did not meticulously comply with the filing
    regulations, and the statute of limitations did not begin to
    run, when the taxpayer submitted delinquent tax returns at
    the wrong location. 523 F.3d at 407–10. Allnutt signed his
    tax returns (which were delinquent, covering 1981–1995),
    and hand-delivered them to the Baltimore District Counsel’s
    office on February 21, 1997, intending that such delivery to
    the IRS counsel would constitute the filing of the returns. Id.
    at 408–09. These returns were later marked as received in
    March 1997, but “were never further processed by the IRS.”
    Id. at 409. Also on February 21, 1997, Allnutt attempted to
    hand-deliver photocopied returns to a different person at the
    Baltimore District Director’s office who claimed to have
    authority to take the return. Id. The returns eventually were
    routed to the correct IRS service center and received there in
    May or June 1997. Id. at 409–10. The IRS issued a notice
    of deficiency in March 2000, which would be untimely if
    Allnutt’s returns were filed when he delivered them, in
    February 1997, but timely if the returns were filed when they
    were received at the correct location in May or June 1997.
    Id. at 408, 411.
    In Allnutt, the court began its analysis by articulating the
    well-established principles that statutes of limitations are
    construed strictly in favor of the government, and that
    taxpayers must meticulously comply with the relevant
    statutes and regulations to obtain the benefit of the
    limitations period. Id. at 412. The court then explained that
    “for returns to be considered ‘filed’ for purposes of setting
    the period of limitations in motion, the returns must be
    delivered, in the appropriate form, to the specific individual
    66                SEAVIEW TRADING V. CIR
    or individuals identified in the Code or Regulations.” Id. at
    413. “Compliance with this requirement is vital so as to
    apprise the proper tax official . . . of the liability of taxpayers
    for the federal income tax imposed upon them.” Id.
    (alteration in original) (internal quotation marks omitted).
    The Fourth Circuit then concluded that Allnutt could not
    demonstrate meticulous compliance because he did not
    hand-deliver his returns to the correct individual—which
    would have been either the Baltimore District Director or an
    “administrative supervisor.” Id. In other words, it was not
    enough that Allnutt hand-delivered original returns to the
    IRS Counsel’s office in Baltimore, or that he dropped off
    courtesy copies of the returns with an individual who stated
    he had authority to accept packages on the Baltimore District
    Director’s behalf. See id.
    In Coffey v. Commissioner, the Eighth Circuit considered
    whether a married couple had filed their tax return and
    therefore could invoke the three-year statute of limitations.
    See 987 F.3d at 810–11. The Coffeys filed their return with
    U.S. Virgin Islands authorities on the belief that one of the
    Coffeys was a “bona fide” Virgin Islands resident. Id. Bona
    fide Virgin Islands residents are required to file only with the
    Virgin Islands, while any other taxpayer with Virgin Islands
    income must file a return with both the United States and the
    Virgin Islands. Id. at 811. The Coffeys filed their returns
    with the Virgin Islands and not with the IRS, but Virgin
    Islands authorities sent portions of the Coffeys’ returns to the
    IRS, leading to an IRS audit, and eventually to notices of
    deficiency issued more than three years after the IRS
    received the documents. Id. The Coffeys argued the
    assessment was barred by the statute of limitations. Id. The
    Eighth Circuit disagreed, concluding that the statute of
    SEAVIEW TRADING V. CIR                      67
    limitations never began to run because the Coffeys never
    filed a return. Id. at 811–13.
    In Coffey, the court began with the principle that a
    taxpayer must meticulously comply with all filing
    requirements in the Code and IRS regulations and concluded
    that returns “are ‘filed’ if ‘delivered, in the appropriate form,
    to the specified individual or individuals identified in the
    Code or Regulations.’” Id. at 812 (quoting Estate of
    Sanders, 834 F.3d at 1274). The Eighth Circuit clarified that
    “the IRS’s actual knowledge of the income” does not begin
    the limitations period. Id. at 813. Rather, it is only when the
    taxpayer files the return that the period commences, even
    when the IRS receives the relevant information before a
    filing occurs. Id. It did not matter that the IRS received
    copies of the documents themselves: “That the IRS actually
    received the documents, processed and audited them, and
    issued deficiency notices is irrelevant for statute of
    limitations purposes.” Id.
    Other circuits have uniformly reached the same
    conclusion as the Fourth Circuit in Allnutt and the Eighth
    Circuit in Coffey. See Estate of Sanders, 834 F.3d at 1274
    (Eleventh Circuit holding that “a return does not trigger the
    running of the statute of limitations unless it is filed in the
    place required by the statute or regulations”); O’Bryan Bros.,
    
    127 F.2d at 647
     (Sixth Circuit holding that statute of
    limitations did not run until correct IRS official received the
    return because it was the taxpayer’s duty “to file the return
    with the collector of the district” and “[i]t was not the duty
    of the internal revenue agent in charge to file a return for the
    taxpayer”); W.H. Hill Co., 
    64 F.2d at
    507–08 (Sixth Circuit
    holding that statute of limitations did not run when a return
    was submitted to the Commissioner because the statute
    “required that returns be filed with the collector”); see also
    68                SEAVIEW TRADING V. CIR
    Friedmann, 
    82 T.C.M. (CCH) 381
    , at *7 (holding that there
    was no filing when the taxpayer “gave photocopies of his
    1989 and 1990 returns to [the IRS’s] revenue agent” because
    “[c]learly, the revenue agent was not the prescribed place for
    filing those returns”), aff’d, 80 F. App’x 285 (3d Cir. 2003);
    Green, 
    65 T.C.M. (CCH) 2347
    , at *7 (“[G]iving a delinquent
    return to an IRS agent does not constitute filing.”), aff’d,
    
    33 F.3d 1378
     (5th Cir. 1994) (per curiam), cert. denied,
    
    513 U.S. 1059
     (1994).
    The majority does not cite a single case from our sister
    circuits supporting its position. It does, however, attempt to
    distinguish this line of cases. The majority states that none
    of these cases “involve the facts here—when an IRS revenue
    agent authorized to obtain delinquent returns requested and
    received the return from a taxpayer.” Maj. Op. 20. But the
    majority does not explain why, under the Tax Code,
    regulations, case law, other legal authority, or for any other
    reason, it is significant in this context that an IRS revenue
    agent “requested” the return. Maj. Op. 20. Nor does the
    majority explain what is meant by a revenue agent
    “authorized to obtain delinquent returns.” Maj. Op. 20. In
    all the cases from our sister circuits, there is no hint that the
    persons who received the taxpayer’s return were
    unauthorized to obtain them; the question was whether the
    persons who received the returns were empowered to
    process them, i.e., whether the taxpayer submitted the return
    to the right person or the right place. See, e.g., O’Bryan
    Bros., 
    127 F.2d at 647
    . Like much of the majority’s opinion,
    the requirement that the person receiving the return be
    authorized to “obtain” it has murky origins. This “obtain”
    requirement is nowhere to be found in the case law or
    (perhaps it goes without saying at this point) the Tax Code
    or IRS regulations. Maj. Op. 10, 15, 20, 21 n.4.
    SEAVIEW TRADING V. CIR                     69
    This approach also directly conflicts with our sister
    circuits, which have emphasized that just because someone
    at the IRS gets the return does not mean that the statute of
    limitations begins to run, because to trigger the statute of
    limitations the return must be filed at the correct location or
    with the correct official. See, e.g., O’Bryan Bros., 
    127 F.2d at 647
    . This is true even when, as here, the IRS relies on the
    materials it receives from the taxpayer to seek adjustments
    or penalties. See Coffey, 987 F.3d at 813.
    The majority’s holding also directly conflicts with our
    sister circuits in other ways. Because the majority’s
    conclusion that the Tax Code and regulations do not govern
    delinquent returns is the keystone of its holding, there is a
    direct conflict between the majority’s opinion and Allnutt, in
    which the Fourth Circuit sensibly held that the meticulous
    compliance requirement applied to delinquent returns.
    523 F.3d at 407.
    Furthermore, courts have rejected the notion that a
    taxpayer’s good faith belief that he has submitted his return
    to the correct location can excuse meticulous compliance.
    See Estate of Sanders, 834 F.3d at 1275 (holding that “a
    taxpayer’s mere good faith belief” regarding the correctness
    of his filing “is insufficient to cause a return filed with [the
    wrong office] to start the statute of limitations period”);
    Allnutt, 523 F.3d at 414 (opining that although it was “not
    wholly unsympathetic to Allnutt’s plight,” a proper
    application of the meticulous compliance standard required
    finding that the government was not “barred from assessing
    and collecting Allnutt’s considerable tax deficiencies”).
    Thus, even assuming that the revenue agent’s request in this
    case gave rise to Seaview’s good faith belief that it was filing
    its return in fulfilling the request (which the record does not
    actually support), the case law strongly suggests that such a
    70                SEAVIEW TRADING V. CIR
    belief would not be a ground to depart from the statute or
    precedent here. As the Eleventh Circuit concluded in Estate
    of Sanders, it would not be appropriate to allow a good-faith
    exception unless Congress created one in the statute.
    834 F.3d at 1276–79.
    At a minimum, the majority has not provided a “strong
    reason” to create these direct conflicts with other circuits.
    Cuevas-Lopez, 934 F.3d at 1067; see First Charter Fin.
    Corp., 669 F.2d at 1345.
    3.
    The Tax Court has also reached the same result each time
    it has been asked to address this issue: When a taxpayer does
    not submit its return to the right official or the right location,
    it has not “filed” the return, unless and until the return
    reaches the correct location and is processed there. See, e.g.,
    Smyth, 
    113 T.C.M. (CCH) 1132
    , at *3; Friedmann,
    
    82 T.C.M. (CCH) 381
    , at *7; Green, 
    65 T.C.M. (CCH) 2347
    ,
    at *7; Turco v. Comm’r, 
    74 T.C.M. (CCH) 1437
    , at *2
    (1997); Metals Refin. Ltd. v. Comm’r, 
    65 T.C.M. (CCH) 2171
    , at *6–7, 10 (1993); Winnett, 
    96 T.C. at 807
    –08;
    Espinoza v. Comm’r, 
    78 T.C. 412
    , 413, 422 (1982).
    Therefore, I agree with the majority that “several Tax Court
    cases support the IRS’s view in this litigation.” Maj. Op. 20.
    But this synopsis puts it rather mildly. In fact, there are, as
    the Tax Court noted below, “a plethora” of cases supporting
    the conclusion that Seaview did not file its return when it
    sent copies to an IRS agent and IRS counsel. Although the
    Tax Court’s decisions are not binding upon us, the majority’s
    casual treatment of this body of law violates our precedent,
    which requires us to give such decisions respectful
    consideration. Gragg, 831 F.3d at 1192; Vukasovich,
    
    790 F.2d at 1413
    . Furthermore, we are not tax experts. It is
    SEAVIEW TRADING V. CIR                    71
    therefore unwise as well as contrary to law to ignore the Tax
    Court’s precedents.
    i.
    Specifically, the Tax Court has repeatedly held that the
    meticulous compliance standard applies with full force to
    delinquent returns. Friedmann, 
    82 T.C.M. (CCH) 381
    ,
    at *2, 6–7 (“[W]e find that there was no filing of the subject
    returns . . . when petitioner gave photocopies of his
    [delinquent] returns to [the IRS’s] revenue agent. Clearly
    the revenue agent was not the prescribed place for filing
    those returns . . . .”); Green, 
    65 T.C.M. (CCH) 2347
    , at *7
    (“[G]iving a delinquent return to an IRS agent does not
    constitute filing.”).
    The Tax Court has also repeatedly held that submitting a
    return to an IRS agent is not a proper filing and does not
    trigger the limitations period. Friedmann, 
    82 T.C.M. (CCH) 381
    , at *7; Turco, 
    74 T.C.M. (CCH) 1437
    , at *2 (holding
    that photocopied returns delivered to IRS agent were not
    filed because they were not “filed in the appropriate office”
    and to conclude otherwise would be “to ignore the . . . place
    of filing requirements”); Green, 
    65 T.C.M. (CCH) 2347
    ,
    at *7; Metals Refin., 
    65 T.C.M. (CCH) 2171
    , at *6–7
    (holding that the delivery of partnership returns to IRS
    agents did not comply with partnership return filing
    requirements); Espinoza, 
    78 T.C. at 422
     (“It was not the
    responsibility of the revenue agent to transmit [the
    taxpayer’s amended] returns for filing . . . .”). Likewise,
    72                  SEAVIEW TRADING V. CIR
    submitting a return to IRS counsel is not a proper filing.
    Smyth, 
    113 T.C.M. (CCH) 1132
    , at *3. 12
    Moreover, even if the IRS receives the documents and
    relies upon them to adjust taxes or assess penalties, the Tax
    Court has determined that such reliance does not trigger the
    statute of limitations. Friedmann, 
    82 T.C.M. (CCH) 381
    ,
    at *6 (holding that the IRS’s notice of deficiency issued
    more than three years after copies sent to IRS agent was
    timely because the returns were never filed); Turco,
    
    74 T.C.M. (CCH) 1437
    , at *1–2 (holding photocopies of
    returns were not filed even though the IRS agent “used the
    photocopied returns as the basis for his audit”); Metals
    Refin., 
    65 T.C.M. (CCH) 2171
    , at *6–7 (“Even if the IRS
    agents received properly executed returns, delivery to such
    agents does not necessarily constitute proper filing.”).
    This result is hardly surprising. To assess a partnership’s
    taxes under § 6229(c)(3), the IRS would presumably have to
    rely on materials conveying information about the
    partnership’s tax liability, such as an unfiled return. See
    
    26 U.S.C. § 6229
    (c)(3) (2000). Were the IRS unable to do
    so without converting such a document into a filed return,
    § 6229(c)(3) would be a dead letter. See Ariz. State Bd. for
    Charter Schs., 
    464 F.3d at 1007
     (observing that in
    interpreting a statute it is for this court to “ascertain—neither
    to add nor subtract, neither to delete nor to distort” the text).
    The Tax Court has also repeatedly held that when a
    return is submitted to the wrong location, it is not deemed
    filed for statute of limitations purposes until it is received at
    The majority does not reach whether Seaview filed its return when
    12
    it submitted copies of the return to IRS counsel in 2007. Maj. Op. 21
    n.5.
    SEAVIEW TRADING V. CIR                    73
    the location “designated to receive such return.” Winnett,
    
    96 T.C. at 808
    ; see also Dingman v. Comm’r, 
    101 T.C.M. (CCH) 1562
    , at *12–13 (2011) (holding that a delinquent
    return submitted to the wrong location was filed when “an
    IRS office with authority to receive and process the contents
    of the package” received the package, as evidenced by the
    date that the checks submitted with the returns were
    processed). Therefore, even overlooking that Seaview never
    filed its return to the right place, the return was also never
    “filed” because—as the parties do not dispute—Seaview
    cannot show that its return ever reached the Ogden service
    center, the correct location for receipt and processing of its
    return.
    ii.
    After disregarding this entire body of law, the majority
    focuses on the lone Tax Court opinion that it concludes
    supports its reading of the Tax Code and regulations,
    Dingman v. Commissioner, 
    101 T.C.M. (CCH) 1562
    . Maj.
    Op. 20. But a closer read of Dingman shows that the
    majority’s reliance on this case is misplaced.
    In Dingman, the taxpayer did not timely file his 1996–
    2000 federal income tax returns and became the subject of
    an IRS criminal investigation. 
    Id. at *1
    . At some point
    during Dingman’s cooperation with the investigation, his
    counsel delivered a package containing the delinquent
    returns—and checks to pay the outstanding tax liability—to
    the IRS investigators. 
    Id.
     The first of Dingman’s payments
    was posted on February 19, 2003, indicating that the IRS had
    received and processed his returns by that date at the latest.
    
    Id.
     at *1–4, 6. More than three years later, on February 28,
    2006, the IRS sought to assess additional taxes. 
    Id. at *2, 6
    .
    The question was whether this assessment was untimely. 
    Id. at *5
    .
    74               SEAVIEW TRADING V. CIR
    The government argued, in line with the authorities
    outlined above, that Dingman’s 2003 submission was not a
    filing for statute of limitations purposes because the returns
    were delivered to the wrong IRS representative. 
    Id. at *7
    .
    But an unusual administrative development derailed this
    argument. 
    Id.
     at *7–8.
    In 2003, the IRS had recently restructured itself such that
    earlier regulations about the correct filing location had been
    “rendered obsolete,” but, “in 2003 regulations under section
    6091 continued to refer to officials whose positions had been
    eliminated and to offices that had been eliminated as a result
    of the reorganization, leaving taxpayers with little or no
    effective regulatory guidance.” 
    Id. at *8
    . The IRS sought to
    rectify this situation by issuing a notice in early 2003
    providing instructions on correct filing locations under the
    new regime, but this document did not become effective
    until April 7, 2003—after Dingman had delivered his
    delinquent returns, and checks for the tax liability, to
    investigators. 
    Id.
     at *8–9. The IRS did not update the
    regulations to reflect the reorganization until September
    2004. 
    Id. at *8
    . Consequently, there was an unusual lack of
    guidance for taxpayers filing in the period that Dingman
    submitted his returns. 
    Id. at *9
    .
    In this vacuum, the Tax Court found it significant that
    the record showed that Dingman delivered a package of tax
    returns no later than February 19, 2003 (the date the first of
    Dingman’s payments was processed), and that this package
    was received, by that date, at “an IRS office that had the
    authority to process its contents.” 
    Id.
     The government
    argued that this did not matter because the IRS investigators
    were not the proper recipients of the returns, and therefore
    Dingman “failed to meticulously comply with the filing
    requirements.” 
    Id. at *10
    .
    SEAVIEW TRADING V. CIR                      75
    The Tax Court distinguished the authorities tending to
    support the government’s position by noting, among other
    things, that (1) Dingman’s filing did not contradict specific,
    applicable IRS statutes or regulations (because of the lack of
    applicable regulations in early 2003); (2) none of the cases
    on which the government relied “involved an attempt by the
    taxpayer to file executed original returns with payments”;
    and (3) “none of the cases involved evidence that the
    payments made with the returns were actually processed by
    the IRS and credited to the taxpayer’s account.” 
    Id. at *11
    .
    Further, the court explained that, in light of the uncertain
    regulatory environment in early 2003, the government’s
    argument that IRS investigators lacked authority to accept
    returns was unavailing because the government failed to
    prove that investigators lacked such authority at that time.
    
    Id.
    Finally, the Tax Court reasoned that, even if the taxpayer
    submits a return to someone who is not authorized to accept
    it for filing, if the return is then forwarded to the correct IRS
    office, the limitations period commences from the time the
    designated office actually receives it. 
    Id. at *12
     (first citing
    Winnett, 
    96 T.C. at 808
    ; then Allnutt v. Comm’r, 
    84 T.C.M. (CCH) 669
     (2002)). The record demonstrated that the IRS
    received the returns for processing by no later than February
    19, 2003—rendering the IRS’s later assessment untimely.
    
    Id.
     at *12–13.
    Dingman, properly applied to the facts here, does not
    support the majority’s result. First, there are crucial factual
    differences between Dingman and this case. The first and
    most blatant is that in Dingman there were no applicable
    regulations informing the taxpayer where to file his returns.
    See 
    id. at *8
    ; Michael Saltzman & Leslie Book, IRS Practice
    and Procedure ¶¶ 5.02[2] & n.44, 5.03[1][b] & n.130 (Feb.
    76                SEAVIEW TRADING V. CIR
    2022) (noting that that the Tax Court concluded the returns
    were filed “because the relevant Treasury Regulations had
    not been revised to replace obsolete offices in the Service”).
    Although the Tax Court in Dingman recognized the
    “meticulous compliance” standard, see 
    101 T.C.M. (CCH) 1562
    , at *7, there were no regulations with which to
    meticulously comply. Here, the majority agrees that
    Seaview was subject to § 6230(i) and § 1.6031(a)-1(e). Maj.
    Op. 13. This distinction alone is enough to render the
    reasoning of Dingman inapplicable.
    The second crucial distinction is that Dingman submitted
    checks along with the five delinquent returns and, by
    February 19, 2003, the IRS had actually received and
    processed those checks, which demonstrated that by that
    date at the latest someone with authority to process the
    returns had received them. Id. at *12–13. Neither Seaview
    nor the majority point to any date at which it can be shown
    that the Ogden service center, or some other IRS office with
    requisite authority, received and processed Seaview’s return.
    This fact, in turn, played a pivotal role in the Tax Court’s
    holding in Dingman, which was that the returns were filed
    no later than February 19, 2003, when the IRS deposited the
    money from Dingman’s checks, not that the filing occurred
    on the date the returns were delivered to the IRS
    investigator—sometime between late 2002 and mid-
    February 2003. See id. at *1, 12–13. Thus, consistent with
    established Tax Court precedent, the court did not conclude
    that the filing occurred when the delinquent returns were
    delivered to the someone at the IRS, but rather when the
    returns were received at the correct location and processed.
    Id. at *12–13 (citing Winnett, 
    96 T.C. at 808
    ).
    Given these important considerations, it is absurd for the
    majority to state that the facts of Dingman “closely mirror
    SEAVIEW TRADING V. CIR                     77
    this case.” Maj. Op. 21. And this is without even addressing
    other relevant distinctions, including that in Dingman the
    taxpayer’s counsel hand-delivered the returns to IRS
    investigators in the context of a criminal investigation. 
    Id. at *1
    . See Hertsel Shadian, 14A Mertens Law of Federal
    Income Taxation § 55:8 n.3 (Feb. 2022) (“Dingman is
    applicable only to hand-delivery of returns arising under the
    facts present in that case, i.e., the taxpayer clearly intended
    that the returns submitted to the [IRS investigator] be
    delinquent returns with payments, and the Service processed
    them as such and assessed the taxpayer’s payments.”).
    Finally, Dingman is decidedly an outlier. See Shadian,
    supra, at § 55:8 n.3; Saltzman & Book, supra at ¶ 5.03[1][b]
    n.130. Even if we could somehow twist the facts of this case
    to fit the unusual circumstances present in Dingman, such a
    project would be dubious in light of the overwhelming
    Supreme Court, Tax Court, and out-of-circuit authority
    pointing in the other direction.
    IV.
    For all these reasons, the majority opinion should not be
    the holding of this court. The majority misconstrues the
    statutes and regulations, improperly fashions its own
    delinquent-return filing regime, is wrongly predicated on
    nonbinding internal IRS guidance, incorrectly applies a form
    of implicit equitable estoppel, misreads the record, and—
    contrary to basic rules of our jurisprudence—disregards
    Supreme Court, out-of-circuit, and Tax Court authority.
    Rather than following this dubious approach, I would
    adhere to “the theory of justice that requires a judge to follow
    78                  SEAVIEW TRADING V. CIR
    the law as it is.” Smyth, 
    113 T.C.M. (CCH) 1132
    , at *4. I
    respectfully dissent. 13
    13
    Because Seaview’s failure to file its 2001 return is dispositive of
    the issues on this appeal, I do not reach the majority’s conclusions about
    whether the copies Seaview shared in 2005 and 2007 are “returns.” Maj.
    Op. 22–25.