PLR 200206052: Late S corporation election may take effect from incorporation

Plain-English summary

A corporation intended to elect S corporation status from the date it was incorporated, but did not file Form 2553 on time. The IRS found reasonable cause for the missed deadline under IRC § 1362(b)(5). It ruled that the election would be treated as timely if the corporation filed a completed Form 2553 within 60 days of the letter, effective from its incorporation date. The IRS did not decide whether the corporation otherwise met the requirements for a small business corporation under § 1361.

Ruling snapshot

• Question: Could the corporation's late S election be treated as timely from its incorporation date?
• Outcome: Approved, if it files a completed Form 2553 within 60 days of the letter.
• Key authorities: IRC §§ 1361(b), 1362(b)(5).

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury

Number: 200206052
Washington, DC 20224
Release Date: 2/8/2002
Index Number: 1362.01-03
Person to Contact:

Telephone Number:

Refer Reply To:
CC:P&SI:2 - PLR-142240-01
Date:
November 14, 2001

X =

A =

D1 =

Dear
:

This responds to a letter dated August 2, 2001, and subsequent correspondence submitted on behalf of X, requesting a ruling under § 1362(b)(5) of the Internal Revenue Code.

The information submitted states that X was incorporated on D1. A, the president of X, represents that X intended to be an S corporation effective D1. However, a Form 2553, Election by a Small Business Corporation, was not timely filed for X effective D1.

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

Based solely on the facts and the representations submitted, we conclude that X has established reasonable cause for failing to make a timely election to be an S corporation effective D1. Accordingly, provided that X makes an election to be an S corporation by filing a completed Form 2553 with the appropriate service center effective D1, 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.

Except as specifically set forth above, no opinion is expressed concerning the 2
PLR-142240-01

federal tax consequences of the facts described above under any other provision of the Code, including whether X was or is a small business corporation under § 1361(b).

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.

Pursuant to a power of attorney on file with this office, a copy of this letter is being sent to your authorized representative.

Sincerely yours,
Shannon Cohen
Assistant to the Branch Chief, Branch 2
Associate Chief Counsel
(Passthroughs and Special Industries)

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