PLR 1222026: IRS grants more time to elect disregarded-entity status

Plain-English summary

The IRS granted a foreign eligible entity 120 days to file Form 8832 and elect to be treated as a disregarded entity for federal tax purposes. The entity had intended that classification from its formation date but failed to file the election on time. The IRS found that the requirements for relief under the section 9100 regulations were satisfied. Relief is conditioned on the owners filing all required federal tax and information returns consistently with the election by the earlier of the 120-day deadline or the end of the applicable limitations period.

Ruling snapshot

• Question: May the entity make a late election to be treated as a disregarded entity effective from its formation date?
• Outcome: Approved
• Key authorities: Treas. Reg. §§ 301.7701-3(a), (b)(2), and (c); §§ 301.9100-1 through 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201222026 Third Party Communication: None
Release Date: 6/1/2012 Date of Communication: Not Applicable
Person To Contact:
Index Numbers: 7701.00-00; 9100.31-00 --------------, ID No. -----------------
Telephone Number:
---------------------
---------------------------------------------- Refer Reply To:
------------------------------------- CC:PSI:1
-------------------------------------------- PLR-140989-11
------------------------ Date:
February 28, 2012

LEGEND

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

D = ----------------------

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

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

This is in response to a letter dated September 30, 2011, submitted on behalf of X,
requesting 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
disregarded entity for federal tax purposes.

FACTS

According to the information submitted, X was formed on D under the laws of Country.
X intended to be treated as a disregarded entity for federal tax purposes effective D.
However, X inadvertently failed to timely file Form 8832, Entity Classification Election, to
be treated as a disregarded entity for federal tax purposes.

PLR-140989-11 2

Section 301.7701-3(a) provides that a business entity that is not classified as a
corporation under § 301.7701-2(b)(1), (3), (4), (5), (6), (7), or (8) (an eligible entity) can
elect its classification for federal tax purposes. 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) 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 a single owner having limited liability
may elect to be treated as a disregarded entity pursuant to the rules of § 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 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 Internal Revenue
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 rules for requesting extensions of time for regulatory
elections that do not meet the requirements of § 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.

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 120 days from the date of this letter to make an election to be
treated as a disregarded entity for federal tax purposes effective D. X must 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.

This ruling is contingent on the owners of X filing, by the earlier of 120 days from the
date of this letter or the expiration of the period of limitations for any year at issue in this
ruling, all required federal income tax and information returns (including amended
returns) consistent with the requested relief being effective on D.

PLR-140989-11 3

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.

This ruling is directed only to the taxpayer requesting it. 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, a copy of this letter is
being sent to your authorized representative.

                                   Sincerely,


                                   Joy C. Spies
                                   Joy C. Spies
                                   Acting Senior Technician Reviewer
                                   Office of the Associate Chief Counsel
                                   (Passthroughs & Special Industries)

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

cc: