PLR 1031031: IRS granted an extension to elect corporate tax classification for an LLC

Plain-English summary

The IRS granted a limited liability company an extension of time to file Form 8832 and elect to be classified as an association taxable as a corporation. The LLC had defaulted to partnership status but intended to make the corporate classification effective on a specified date. The IRS concluded that the requirements for relief under Treas. Reg. § 301.9100-3 were satisfied and granted 120 days from the letter date to file the election. The ruling was limited to the taxpayer and expressed no opinion on other federal tax consequences.

Ruling snapshot

• Question: Could the LLC receive additional time to file Form 8832 and elect corporate classification?
• Outcome: Approved
• Key authorities: Treas. Reg. §§ 301.7701-3 and 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201031031 Third Party Communication: None
Release Date: 8/6/2010 Date of Communication: Not Applicable
Index Number: 9100.31-00, 7701.00-00
Person To Contact:
----------------------------- ----------------------, ID No. -------------
------------------------------ Telephone Number:
----------------------------- ---------------------
------------------------------ Refer Reply To:
CC:PSI:B02
PLR-151946-09
Date:
March 31, 2010

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

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

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

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

This letter responds to your letter dated September 24, 2009, and subsequent
correspondence, submitted on behalf of X by its authorized representative, requesting
an extension of time under § 301.9100-3 of the Procedure and Administration
Regulations for X to file an election to be classified as an association taxable as a
corporation for federal tax purposes.

The information submitted states that that X was organized as a limited liability
company under the laws of State effective D1. X’s default status was as a partnership
for federal tax purposes. X intended to be classified as an association taxable as a
corporation for federal tax purposes effective D1 but failed to timely file a Form 8832,
Entity Classification Election.

Section 301.7701-3(b)(1) provides guidance on the classification of a domestic eligible
entity for federal tax purposes. Under § 301.7701-3(b)(1)(ii), unless it elects otherwise,
a domestic eligible entity is disregarded as an entity separate from its owner if it has a
single owner.

Section 301.7701-3(c)(1)(i) provides that an eligible entity may elect to be classified
other than as provided in § 301.7701-3(b) by filing Form 8832 with the service center
designated on Form 8832.
PLR-151946-09 2

Section 301.7701-3(c)(1)(iii) provides that an election under § 301.7701-3(c)(1)(i) will be
effective on the date specified on Form 8832 or on the date filed if no such date is
specified on the form. The effective date specified on Form 8832 cannot be more than
75 days prior to the date the form is filed and cannot be more than 12 months after the
date on which the form is filed.

Section 301.9100-1(c) provides that the Commissioner has discretion to grant a
reasonable extension of time under the rules set forth in §§ 301.9100-2 and 301.9100-3,
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 a regulatory election to include
an election whose due date is prescribed by a regulation published in the Federal
Register.

Section 301.9100-2 provides the rules governing automatic extensions of time for
making certain elections.

Section 301.9100-3 sets forth the standards the Commissioner will use to determine
whether to grant an extension of time for regulatory elections that do not meet the
requirements of § 301.9100-2. Under § 301.9100-3, a request for relief will be granted
when the taxpayer provides evidence to establish to the satisfaction of the
Commissioner that (1) the taxpayer acted reasonably and in good faith, and (2) granting
relief will not prejudice the interests of the Government.

Section 301.9100-3(b)(1) provides that a taxpayer is deemed to have acted reasonably
and in good faith if the taxpayer failed to make the election because, after exercising
reasonable diligence (taking into account the taxpayer’s experience and the complexity
of the return or issue), the taxpayer was unaware of the necessity of the election or the
taxpayer reasonably relied on a qualified tax professional, including a tax professional
employed by the taxpayer, and the tax professional failed to make, or advise the
taxpayer to make, the election.

Section 301.9100-3(c)(1)(i) provides, in part, that the interests of the government are
prejudiced if granting relief would result in the taxpayer having a lower tax liability in the
aggregate for all taxable years affected by the election than the taxpayer would have
had if the election had been timely made (taking into account the time value of money).

Section 301.9100-3(c)(1)(ii) provides, in part, that the interests of the government are
ordinarily prejudiced if the taxable year in which the regulatory election should have
been made, or any taxable years that would have been affected by the election had it
been timely made, are closed by the period of limitations on assessment.

Based on the facts submitted and representations made, we conclude that the
requirements of § 301.9100-3 have been satisfied. Accordingly, X is granted an
PLR-151946-09 3

extension of time of 120 days form the date of this letter to file Form 8832 and elect to
be classified as an association taxable as a corporation for federal tax purposes
effective D1. A copy of this letter should be attached to the Form 8832.

Except as specifically set forth above, no opinion is expressed or implied as to the
federal tax consequences of the transaction described above under any other provision
of the Code.

This ruling is directed only to the taxpayer on whose behalf it was requested. Section
6110(k)(3) provides that it may not be used or cited as precedent.

In accordance with the power of attorney on file with this office, copies of this letter are
being sent to X’s authorized representatives.

                                   Sincerely,

                                   Associate Chief Counsel
                                   (Passthroughs & Special Industries)



                              By: ___________________________
                                  Bradford R. Poston
                                  Senior Counsel, Branch 2
                                  (Passthroughs & Special Industries)

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