PLR 200906007: A single-member LLC received more time to elect corporate status

Plain-English summary

An entity converted to a state-law limited liability company, changed its name, and had one member. It was therefore disregarded as separate from its owner under the default federal classification rules. The LLC intended to be treated as an association taxable as a corporation from the conversion date but inadvertently missed the election deadline. The IRS concluded that the entity satisfied the discretionary relief standards and granted 60 days to file a properly executed Form 8832 for the intended effective date. A copy of the ruling had to accompany the form.

Ruling snapshot

• Question: Could the single-member LLC receive more time to elect corporate classification from its conversion date?
• Outcome: Approved: the LLC received 60 days to file Form 8832.
• Key authorities: Treas. Reg. §§ 301.7701-3(b), 301.7701-3(c), 301.9100-1, 301.9100-2, 301.9100-3.

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 200906007
Third Party Communication: None
Release Date: 2/6/2009
Date of Communication: Not Applicable
Index Number: 9100.31-00
Person To Contact:
----------------------------
-------------------, ID No. -------------
--------------------------------
Telephone Number:
------------------
---------------------
-----------------------------------
Refer Reply To:
CC:PSI:B01
PLR-118763-08
Date: October 16, 2008

Legend:

X = ------------------------------------
----------------------------------

Y = -----------------------------------------

State = --------------------

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

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

This letter responds to the letter dated April 18, 2008, 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 an association taxable as a corporation for federal tax purposes.

Facts

According to the information submitted, Y converted to a State limited liability company pursuant to the laws of State and changed its name from Y to X on D1. Having a single member since its inception, X is classified as a disregarded entity under the default rules of the entity classification regulations. X intended to be treated as an association taxable as a corporation for federal tax purposes effective D1. However, X inadvertently failed to timely file the proper election.

Law and Analysis
PLR-118763-08
2

Section 301.7701-3(b)(1) provides guidance on the classification of a domestic eligible entity for federal tax purposes. Generally, a domestic eligible entity is disregarded as an entity separate from its owner if it has a single owner, unless the entity makes an election to be classified otherwise. A domestic eligible entity with a single owner may elect to be classified as an association taxable as a corporation 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 § 3 01.9100-1(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 “regulatory 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 sixty (60) days from the date of this letter to make an election to be treated as an association taxable as a corporation for federal tax purposes effective D1. 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.
PLR-118763-08
3

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

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

Sincerely,

Curt G. Wilson

Curt G. Wilson
Deputy Associate Chief Counsel
(Passthroughs and Special Industries)

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