PLR 200620010: Foreign entity gets more time to elect partnership treatment

Plain-English summary

A foreign entity with two owners who had limited liability intended to be treated as a partnership for U.S. federal tax purposes when it became active. It missed the deadline for the entity classification election. The IRS found that the regulatory extension requirements were satisfied and gave the entity 60 days from the ruling to file Form 8832, effective on the requested date. The ruling did not address other tax consequences.

Ruling snapshot

• Question: Could the foreign entity file a late election for partnership classification?
• Outcome: Approved; 60 days from the ruling to file Form 8832.
• Key authorities: Treas. Reg. §§ 301.7701-3, 301.9100-3.

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224
Number: 200620010
Third Party Communication: None
Release Date: 5/19/2006
Date of Communication: Not Applicable
Index Number: 9100.31-00
Person To Contact:
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Telephone Number:
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Refer Reply To:
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CC:PSI:B01
PLR-140947-05
Date:
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February 1, 2006

Legend:

X = ----------------------------------------
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Y = ----------------------
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Z = ----------------------------------------------------------------------
Country = ----------------------
D1 = --------------------------
D2 = ----------------------

Dear -----------------

This letter responds to the letter dated July 21, 2005, submitted on behalf of X, requesting a ruling that X be granted an extension of time under § 301.9100-3 of the Procedure and Administration Regulations to file an election under § 301.7701-3(c) to be treated as a partnership for federal tax purposes.

Facts

According to the information submitted, X was formed on D1 under the laws of Country. X remained inactive until D2. Y and Z, the owners of X, have limited liability with respect to their ownership interests in X. X intended to elect to be treated as a partnership for federal tax purposes effective D2. However, X inadvertently failed to timely file the proper election.

Law and Analysis

PLR-140947-05
2

Section 301.7701-3(b)(2) provides guidance on the classification of a foreign eligible entity for federal tax purposes. Generally, a foreign eligible entity is treated as an association if all members have limited liability, unless the entity makes an election to be treated otherwise. A foreign eligible entity with at least two members may elect to be treated as a partnership pursuant to the rules under ' 301.7701-3(c). Section 301.7701-3(c) provides that an entity classification election must be filed on Form 8832 and can be effective up to 75 days prior to the date the form is filed or up to 12 months after the date on which the form is filed.

Under ' 301.9100-1(c), the Commissioner may grant a reasonable extension of time to make a regulatory election, or a statutory election (but no more than six months except in the case of a taxpayer who is abroad), under all subtitles of the Code, except subtitles E, G, H, and I. Section 301.9100-1(b) defines the term Aregulatory election@ as including an election whose due date is prescribed by a regulation published in the Federal Register.

Sections 301.9100-1 through 301.9100-3 provide the standards that the Commissioner will use to determine whether to grant an extension of time to make an election. Section 301.9100-1(a).

Section 301.9100-2 provides automatic extensions of time for making certain elections. Section 301.9100-3 provides extensions of time for making elections that do not meet the requirements of section 301.9100-2.

Requests for relief under ' 301.9100-3 will be granted when the taxpayer provides evidence to establish that the taxpayer acted reasonably and in good faith, and that granting relief will not prejudice the interests of the government. Section 301.9100- 3(a).

Conclusion

Based solely on the facts submitted and the representations made, we conclude that the requirements of ' 301.9100-3 have been satisfied. As a result, X is granted an extension of time of 60 days from the date of this letter to make an election to be treated as a partnership for federal tax purposes effective D2. X should make the election by filing a properly executed Form 8832 with the appropriate service center. A copy of this letter should be attached to the form.

Except as specifically provided herein, no opinion is expressed or implied concerning the federal tax consequences of the facts described above under any other provision of the Code.

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

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3

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

Sincerely,

Heather C. Maloy

Heather C. Maloy
Associate Chief Counsel
(Passthroughs and Special Industries)

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

cc: