Corporation receives late S election relief

Plain-English summary

A newly formed corporation intended to be treated as an S corporation from its formation date but did not timely file Form 2553. The IRS found reasonable cause for the late election and granted relief under IRC § 1362(b)(5). If the corporation otherwise qualified for S status, it would be recognized as an S corporation from the requested date by filing a completed Form 2553 within 120 days. The IRS did not rule on whether the corporation otherwise met the S corporation requirements.

Ruling snapshot

• Question: May the corporation's late S corporation election be treated as timely?
• Outcome: Approved, conditioned on eligibility and filing Form 2553 within 120 days
• Key authorities: IRC § 1362(a), (b), and (b)(5)

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201447009 Third Party Communication: None
Release Date: 11/21/2014 Date of Communication: Not Applicable Index Number: 1362.00-00, 1362.01-03 Person To Contact:
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Telephone Number:
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Refer Reply To:
CC:PSI:B03
PLR-104877-14
Date:
June 09, 2014

X = ----------------------
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D1 = -----------------

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

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

This responds to a letter dated January 23, 2014, and subsequent correspondence, submitted on behalf of X by its authorized representative, requesting a ruling under § 1362(b)(5) of the Internal Revenue Code.

The information submitted states that X was formed on D1 as a corporation under the laws of State. X intended to elect to be treated as an S corporation for federal tax purposes effective D1. However, Form 2553, Election by a Small Business Corporation, was not timely filed for X.

Section 1362(b)(5) provides that if (A) an election under § 1362(a) is made for any taxable year after the date prescribed by § 1362(b) for making the election for the taxable year or no § 1362(a) election is made for any taxable year, and (B) the Secretary determines that there was reasonable cause for the failure to timely make the election, then the Secretary may treat the election as timely made for such taxable year and § 1362(b)(3) shall not apply.

Based solely on the facts submitted and representations made, we conclude that X established reasonable cause for failing to timely make an election to be an S corporation and, thus, is eligible for relief under § 1362(b)(5). Provided that X otherwise qualifies as an S corporation, we conclude that X will be recognized as an S corporation effective D1, if X files a completed Form 2553 effective D1 with the appropriate service center within 120 days from the date of this letter. A copy of this letter should be

PLR-104877-14 2

attached to the election.

Except as expressly set forth herein, no opinion is expressed or implied concerning the federal tax consequences of the facts described above under any other provision of the Code, including whether X is otherwise eligible to be an S corporation for federal tax purposes.

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) of the Code provides that it may not be used or cited as precedent. Pursuant to a power of attorney on file with this office, a copy of this letter is being sent to X's authorized representative.

Sincerely,

Bradford R. Poston
Senior Counsel, Branch 3
Office of the Associate Chief Counsel
(Passthroughs & Special Industries)

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