PLR 200638022: LLC gets time to elect corporate tax classification

Plain-English summary

An LLC intended to elect treatment as a corporation from its formation date but failed to file Form 8832 on time. It sought an extension under the rules for late regulatory elections. The IRS found that the LLC satisfied the relief requirements and gave it 60 days from the letter to file Form 8832 with the intended effective date. The ruling addresses the filing deadline and gives no opinion on other tax consequences.

Ruling snapshot

• Question: Could the LLC file a late election to be taxed as a corporation from its formation date?
• Outcome: Approved; a 60-day filing extension was granted.
• Key authorities: Treas. Reg. §§ 301.7701-3, 301.9100-1, 301.9100-3.

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224
Number: 200638022
Third Party Communication: None
Release Date: 9/22/2006
Date of Communication: Not Applicable
Index Number: 7701.00-00, 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:1
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PLR-164507-05
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Date: May 30, 2006

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Legend

LLC = --------------------------------------
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State = -------------

D1 = ------------------

Dear -----------------:

This responds to a letter dated December 20, 2005, together with subsequent correspondence, submitted on behalf of LLC, requesting an extension of time, under sections 301.9100-1 and 301.9100-3 of the Procedure and Administration Regulations, to file an entity classification election.

FACTS

According to the information submitted, LLC was formed as a limited liability company under the laws of State on D1. LLC intended to make an entity classification election to be treated, for federal tax purposes, as an association taxable as a corporation, effective D1. However, due to inadvertence, a Form 8832 was not timely filed.

LAW AND ANALYSIS

Section 301.7701-3(a) provides that a business entity that is not classified as a corporation under section 301.7701-2(b)(1), (3), (4), (5), (6), (7), or (8) (an eligible
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entity) can elect its classification for federal tax purposes. Elections are necessary only when an eligible entity does not want to be classified under the default classification or when an eligible entity chooses to change its classification.

Section 301.7701-3(b)(1)(i) provides that, unless a domestic eligible entity elects otherwise, it is a partnership if it has two or more members.

Section 301.7701-3(c)(1)(i) provides that an eligible entity may elect to be classified other than as provided under section 301.7701-3(b) by filing Form 8832, Entity Classification Election, with the appropriate service center. Under section 301.7701-3(c)(1)(iii), this election will be effective on the date specified by the entity on Form 8832 or on the date filed if no such date is specified. The date specified on Form 8832 cannot be more than 75 days prior to the date on which the election is filed.

Under section 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 E, G, H, and I. Section 301.9100-1(b) defines the term "regulatory election" as including an election whose deadline is prescribed by a regulation published in the Federal Register.

Sections 301.9100-1 through 301.9100-3 provide the standards the Commissioner will use to determine whether to grant an extension of time to make an election. 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 section 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.

CONCLUSION

Based solely on the facts submitted and representations made, we conclude that LLC has satisfied the requirements of sections 301.9100-1 and 301.9100-3 and, therefore, is granted an extension of time of sixty (60) days from the date of this letter to file a Form 8832 to elect to be treated as an association taxable as a corporation, effective D1. A copy of this letter should be attached to the election. A copy is enclosed for that purpose.

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.
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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.

In accordance with the Power of Attorney on file with this office, a copy of this letter is being sent to your authorized representative.

Sincerely,

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

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