PLR 200202051: Trust-owned company's late S election allowed conditionally

Plain-English summary

The trustees of a trust that owned a corporation decided the company should elect S corporation status from its incorporation date. They relied on tax advisers to file Form 2553, but the election was late. The IRS found reasonable cause for the missed deadline and ruled that the election would be treated as timely if the corporation filed a completed Form 2553 within 60 days of the letter, using the specified effective date and attaching a copy of the ruling. The IRS did not decide whether the trust was an eligible S corporation shareholder or whether the corporation otherwise qualified for S status.

Ruling snapshot

• Question: Could the trust-owned corporation's late S election be treated as timely from incorporation?
• Outcome: Approved if Form 2553 was filed within 60 days as directed.
• Key authorities: IRC § 1362(b)(5).

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury

Number: 200202051
Washington, DC 20224
Release Date: 1/11/2002
Index Number: 1362.01-03
Person to Contact:

Telephone Number:
(202) 622-3080
Refer Reply To:
CC:PSI:3 / PLR-123143-01
Date:
October 11, 2001

LEGEND

X
=

Trust =

A
=

B
=

D1 =

State =

Dear

This letter responds to your letter dated April 10, 2001, and subsequent correspondence on behalf of X, requesting a ruling under § 1362(b)(5) of the Internal Revenue Code.

FACTS

X was incorporated under State law on D1. The sole shareholder of X is Trust, and A and B, the trustees of Trust, decided that X would be an S corporation. The trustees, A and B, relied on tax advisors to file X's Form 2553, Election by a Small Business Corporation, with an effective date of D1. The Form 2553, however, was not filed timely.

LAW AND ANALYSIS

Section 1362(a) provides that a small business corporation may elect to be an S corporation.

Section 1362(b) provides the rule on when an S election will be effective. 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
PLR-123143-01
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election is made. If an S election is made after the first two and one-half months of a corporation’s taxable year, then the corporation will not be treated as an S corporation until the taxable year after the year in which the S election is made.

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

CONCLUSION

Based solely on the facts submitted and representations made, we conclude that Trust has established reasonable cause for X failing to make a timely election and that X is eligible for relief under § 1362(b)(5). Accordingly, if X makes an election to be an S corporation by filing with the appropriate Service Center a completed Form 2553, containing an effective date of D1 for the election, within 60 days following the date of this letter, then such election will be treated as timely made. A copy of this letter should be attached to the Form 2553 filed with the Service Center. A copy is enclosed for that purpose.

Except as expressly provided herein, we express or imply no opinion concerning the federal tax consequences of any aspect of any transaction or item discussed or referenced in this letter. Specifically, we express or imply no opinion concerning whether X is an S corporation for federal tax purposes, or whether Trust is a valid shareholder of an S corporation.

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

Sincerely yours,
Christine Ellison
Chief, Branch 3
Office of Associate Chief Counsel
Passthroughs and Special Industries

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