PLR 200041013: Reasonable cause permits late S corporation election

Plain-English summary

A corporation's shareholders intended to elect S corporation treatment from a specified date, but the election was not filed on time. The IRS found reasonable cause for the delay under section 1362(b)(5). It ruled that the corporation would be treated as an S corporation from the requested date if it otherwise qualified. The corporation was directed to file a completed Form 2553 within 60 days of the letter. The IRS expressly left its actual S corporation eligibility undecided.

Ruling snapshot

• Question: Could the late S corporation election take effect on the intended date?
• Outcome: Approved conditionally, with Form 2553 due within 60 days.
• Key authorities: IRC § 1362(a), (b), (b)(5).

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury

Index Number: 1362.01-03 Washington, DC 20224

Number: 200041013
Person to Contact:
Release Date: 10/13/2000
Telephone Number:

Refer Reply To:
CC:PSI:B01-PLR-110606-00
Date:
July 11, 2000

Legend

X =

D1 =

D2 =

This responds to your letter dated, April 19, 2000 in which you requested relief under §1362(b)(5) of the Internal Revenue Code.

Facts

X was incorporated on D1. The shareholders of X intended that X be treated as an S corporation effective on D2. However, the election to be treated as an S corporation was not timely filed.

Law and Analysis

Section 1362(a) allows a small business corporation to elect to be treated as an S corporation.

Section 1362(b) provides the rule as to when such an election will become effective. Section 1362(b)(2) states in relevant part that if an S election is made within the first two and one-half months of a corporation’s taxable year, then the corporation will be treated as an S corporation for the year in which the election is made. Under §1362(b)(3), however, if an S election is made after the first two and one-half months of a corporation’s taxable year, then that corporation will not be treated as an S corporation until the taxable year after the year in which the S election is filed.

Section 1362(b)(5) provides that (1) if no election is made pursuant to section 1362(a), or if the election is made after the date prescribed for making such an election, and (2) the Secretary determines that there was reasonable cause for the failure to timely make the election, then the Secretary may treat such an election as timely made for such taxable year and effective as of the first day of that year.

CC:PSI:B01-PLR-110606-00
2

X did not timely file an election to be treated as an S corporation under § 1362(a). X has, however, established reasonable cause for not making a timely S election and is entitled to relief under § 1362(b)(5).

Conclusion

Based solely on the facts submitted and the representations made, and provided that X otherwise qualifies as an S corporation, we conclude that X will be treated as an S corporation effective D2. Within 60 days from the date of the letter, X should submit a properly completed Form 2553, with a copy of this letter attached, to the relevant service center.

Except as expressly provided herein, no opinion is expressed or implied concerning the tax consequences of any aspect of any transaction or item discussed or referenced in this letter. Specifically, no opinion is expressed concerning whether X is, in fact, an S corporation for federal tax purposes.

This ruling is directed only to the taxpayer(s) requesting it. Section 6110(k)(3) of the Code provides that it may not be used or cited as precedent.

Sincerely,
Dianna K. Miosi
Chief, Branch 1
Office of Associate Chief Counsel
(Passthroughs and Special Industries)

Enclosures (2)
Copy of letter
Copy for § 6110 purposes