Inadvertent QSST failure does not interrupt S status

Plain-English summary

A trust acquired S corporation shares but its income beneficiary failed to file the required QSST election. Although the trust otherwise met the QSST requirements, the missed election made it an impermissible shareholder and terminated the corporation's S status. The corporation represented that the failure was inadvertent, not driven by tax avoidance, and that its filings consistently reflected S treatment. The IRS granted relief under IRC § 1362(f) and treated the corporation as continuously maintaining its S election. The beneficiary must file the QSST election effective on the original transfer date within 120 days and attach the ruling. The IRS did not otherwise rule on the corporation's or trust's eligibility.

Ruling snapshot

• Question: Can the corporation keep uninterrupted S status after its trust shareholder missed the QSST election?
• Outcome: Approved
• Key authorities: IRC §§ 1361(d) and 1362(f); Treas. Reg. § 1.1361-1(j)(6)(ii)

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201444010 Third Party Communication: None
Release Date: 10/31/2014 Date of Communication: Not Applicable
Index Number: 1362.04-00
Person To Contact:
------------------------------- -------------------------, ID No. ------------
------------------------------------ Telephone Number:
------------------ --------------------
--------------------------------------- Refer Reply To:
CC:PSI:03
PLR-106524-14
Date:
July 18, 2014

LEGEND

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

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

D2 = ------------------

D3 = ---------------------

Trust = -------------------------------------------------------------------------------------------------
--------------------------

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

   This letter responds to a letter dated January 31, 2014, and subsequent

correspondence, submitted on behalf of X by its authorized representative requesting a
ruling under § 1362(f) of the Internal Revenue Code (“Code”).

                                                  FACTS

   X was incorporated on D1 and elected to be an S corporation effective D2. On

D3, Trust became a shareholder of X. X represents that Trust satisfies the qualified
subchapter S trust (“QSST”) requirements under § 1361(d)(3). However, the income
beneficiary of Trust failed to file an election for Trust to be a QSST effective D3.
Therefore, Trust was not a permitted shareholder.

   X represents that the termination was not motivated by tax avoidance or

retroactive tax planning. X further represents that X and its shareholder have filed
consistently with the treatment of X as an S corporation since D2. X and its shareholder

PLR-106524-14 2

have agreed to make any adjustments that the Commissioner may require, consistent
with the treatment of X as an S corporation.

                              LAW AND ANALYSIS

  Section 1362(a) provides that, except as provided in § 1362(g), a small business

corporation may elect, in accordance with the provisions of § 1362, to be an S
corporation.

    Section 1361(a)(1) provides that the term “S corporation” means, with respect to

any taxable year, a small business corporation for which an election under § 1362(a) is
in effect for such year.

    Section 1361(b)(1) provides that the term “small business corporation” means a

domestic corporation which is not an ineligible corporation and which does not (A) have
more than 100 shareholders, (B) have as a shareholder a person (other than an estate,
a trust described in § 1361(c)(2), or an organization described in § 1361(c)(6)) who is
not an individual, (C) have a nonresident alien as a shareholder, and (D) have more
than one class of stock.

   Section 1361(c)(2)(A)(i) provides that for purposes of § 1361(b)(1)(B), a trust all

of which is treated (under subpart E of part 1 of subchapter J of Chapter 1) as owned by
an individual who is a citizen or resident of the United States may be a shareholder.

   Section 1361(d)(1) provides that a QSST whose beneficiary makes an election

under § 1361(d)(2) will be treated as a trust described in § 1361(c)(2)(A)(i), and the
beneficiary of such trust shall be treated as the owner (for purposes of § 678(a)) of that
portion of the trust which consists of stock in an S corporation with respect to which the
election under § 1361(d)(2) is made.

   Section 1361(d)(2)(A) provides that a beneficiary of a QSST (or his legal

representative) may elect to have § 1361(d) apply. Section 1361(d)(2)(D) provides that
an election under § 1361(d)(2) shall be effective up to 15 days and 2 months before the
date of the election.

    Section 1.1361-1(j)(6)(ii) of the Income Tax Regulations provides that the current

income beneficiary of the trust must make the election under § 1361(d)(2) by signing
and filing with the service center where the corporation files its income tax return the
applicable form or a statement including the information listed in § 1.1361-1(j)(6)(ii).

   Section 1362(d)(2)(A) provides that an election under § 1362(a) will be

terminated whenever (at any time on or after the first day of the first taxable year for
which the corporation is an S corporation) such corporation ceases to be a small

PLR-106524-14 3

business corporation.

    Section 1362(f) provides, in part, that if (1) an election under § 1362(a) by any

corporation was terminated under § 1362(d)(2) or (3); (2) the Secretary determines that
the circumstances resulting in the termination were inadvertent; (3) no later than a
reasonable period of time after discovery of the circumstances resulting in the
termination, steps were taken so that the corporation for which the termination occurred
is a small business corporation; and (4) the corporation for which the termination
occurred, and each person who was a shareholder in the corporation at any time during
the period specified pursuant to § 1362(f), agrees to make the adjustments (consistent
with the treatment of the corporation as an S corporation) as may be required by the
Secretary with respect to such period, then, notwithstanding the circumstances resulting
in the termination, the corporation shall be treated as an S corporation during the period
specified by the Secretary.

                                    CONCLUSION

   Based solely on the facts submitted and the representations made, we conclude

that X’s S corporation election terminated on D3, when stock in X was transferred to
Trust. We further conclude that the termination was inadvertent within the meaning of
§ 1362(f). Accordingly, pursuant to the provisions of § 1362(f), X will be treated as
continuing to be an S corporation from D3 and thereafter, provided that X’s S
corporation election was otherwise valid and has not otherwise terminated under
§ 1362(d).

    This ruling is conditioned on the beneficiary of Trust filing a QSST election for

Trust, effective D3, with the appropriate service center within 120 days of the date of
this letter. A copy of this letter should be attached to the QSST election.

   Except as specifically ruled above, we express or imply no opinion concerning

the federal tax consequences of the facts described above under any other provisions
of the Code, including X’s eligibility to be a valid S corporation, or Trust’s eligibility to be
a QSST.

PLR-106524-14 4

  This ruling is directed only to the taxpayer that requested it. Section 6110(k)(3)

provides that it may not be used or cited as precedent.

  In accordance with a power of attorney on file with this office, we are sending a

copy of this letter to X’s authorized representative.

                                  Sincerely,



                                  Holly Porter
                                  Branch Chief, Branch 3
                                  (Passthroughs & Special Industries)

Enclosures (2):

  Copy of this letter
  Copy for § 6110 purposes

cc: