Foreign eligible entity granted more time to elect partnership classification

Plain-English summary

The IRS granted a foreign eligible entity an extension of time to elect partnership classification for federal tax purposes. The entity was eligible to make the election but inadvertently failed to file Form 8832 on time. The IRS concluded that the taxpayer acted reasonably and in good faith, and that granting relief would not prejudice the government. The election could be filed within 60 days of the ruling date and would be effective on the specified date.

Ruling snapshot

• Question: Could the foreign eligible entity receive an extension of time to elect partnership classification?
• Outcome: Approved
• Key authorities: IRC § 7701; Treas. Reg. §§ 301.7701-2, 301.7701-3, and 301.9100-1 through 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201023038 Third Party Communication: None
Release Date: 6/11/2010 Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.31-00
Person To Contact:
------------------------------------------ --------------, ID No. -------------
------------------------------------------ Telephone Number:
----------------------------- ---------------------
---------------------------------------------- Refer Reply To:
CC:PSI:B02
PLR-142274-09
Date:
January 04, 2010

Legend

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

Country = ---------------------

Date = ----------------------

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

This responds to your letter dated September 4, 2009 submitted on behalf of X,
requesting an extension of time under § 301.9100-3 of the Procedure and
Administration Regulations to file an election to be classified as a partnership for federal
tax purposes.

The information submitted states that X was formed in Country on Date. X represents
that as a foreign eligible entity, X was eligible to elect to be treated as a partnership for
federal tax purposes effective Date. However, X inadvertently failed to timely file a
Form 8832, Entity Classification Election.

Section 301.7701-3(a) of the Income Tax Regulations provides that so long as a
business entity is not classified as a corporation under § 301.7701-2(b)(1), (3), (4), (5),
(6), (7) or (8) (an eligible entity), it may elect its classification for federal tax purposes.

Section 301.7701-3(a) further provides that an eligible entity with at least two members
can elect to be classified as either an association (and thus a corporation under
PLR-142274-09 2

§ 301.7701-2(b)(2)) or as a partnership, and an eligible entity with a single owner can
elect to be classified as an association or to be disregarded as an entity separate from
its owner.

Section 301.7701-3(b)(2)(i)(B) provides that unless the entity elects otherwise, a foreign
eligible entity is a partnership if it has two or more members and at least one member
does not have limited liability except as provided in § 301.7701-3(b)(3).

Section 301.7701-3(c)(1)(i) provides that an eligible entity may elect to be classified
other than as provided under § 301.7701-3(b) by filing a Form 8832 with the appropriate
service center. Under § 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 on
the election form. The date specified on Form 8832 cannot be more than 75 days prior
to the date on which the election is filed and cannot be more than 12 months after the
date on which the election is filed.

Section 301.9100-1(c) provides that 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 with a deadline prescribed by a regulation
published in the Internal Revenue Bulletin.

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 § 301.9100-2.

Section 301.9100-3(a) provides that request 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.

Based solely on the facts submitted and representations made, we conclude that the
requirements of § 301.9100-3 have been satisfied. Accordingly, X is granted an
extension of sixty (60) days from the date of this letter to elect to be classified as a
partnership for federal tax purposes, effective Date. The election should be made by
filing Form 8832 with the appropriate service center. A copy of this letter should be
attached to the election.

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.
PLR-142274-09 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.

In accordance with the power of attorney on file with this office, a copy of this letter will
be sent to X's authorized representative.

                                    Sincerely,




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

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