PLR 200207008: Late S corporation election may be treated as timely for reasonable cause

Plain-English summary

A corporation's shareholders intended for it to be an S corporation from its first taxable year, but the corporation did not timely file Form 2553. The IRS concluded that the corporation established reasonable cause for the late election under IRC § 1362(b)(5). If the corporation files a completed Form 2553 within 60 days after the ruling, the election will be treated as timely for that first year. The ruling does not address whether the corporation otherwise qualifies as a small business corporation.

Ruling snapshot

• Question: Can a late S corporation election be treated as timely because of reasonable cause?
• Outcome: Approved
• Key authorities: IRC §§ 1361, 1362

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury

Number: 200207008
Washington, DC 20224
Release Date: 2/15/2002
Index Number: 1362.01-03
Person to Contact:

Telephone Number:

Refer Reply To:
CC:PSI:2-PLR-137104-01
Date:
November 6, 2001

Legend

X:

A:

B:

C:

D1:

D2:

Year 1:

Dear
:

This responds to your representative’s letter dated May 22, 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 of Year 1. The first date on which the corporation had shareholders, had assets, or began doing business was D2 of Year 1. A, B, and C, the shareholders of X, intended for X to be an S corporation effective for the Year 1 taxable year. X has submitted a letter from X’s attorney evidencing this intent. However, a Form 2553, Election by a Small Business Corporation, was not timely filed for X’s Year 1 taxable year.

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 2 PLR-137104-01

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 for X’s Year 1 taxable year. Accordingly, provided that X makes an election to be an S corporation by filing a completed Form 2553 with the appropriate service center effective for its Year 1 taxable year, within 60 days following the date of this letter, then such election will be treated as timely made for X’s Year 1 taxable year. A copy of this letter should be attached to the Form 2553.

Except as specifically set forth above, no opinion is expressed concerning the 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 forwarded to X’s authorized representative.

Sincerely yours,
Matthew Lay
Senior Technician Reviewer, Branch 2
Associate Chief Counsel
(Passthroughs and Special Industries)

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