Foreign entity receives more time to elect disregarded status

Plain-English summary

A foreign entity with one owner was eligible and intended to be classified as disregarded for federal tax purposes but did not file Form 8832 on time. The IRS concluded that the entity met the requirements for regulatory-election relief. It granted 120 days to file Form 8832 with the requested effective date. The relief is contingent on the owner filing all required original and amended returns within the same period, including Forms 8858 where appropriate, to reflect disregarded-entity treatment.

Ruling snapshot

• Question: May the foreign single-owner entity make a late election to be disregarded as separate from its owner?
• Outcome: Approved, with Form 8832 and consistent owner returns due within 120 days.
• Key authorities: Treas. Reg. §§ 301.7701-2, 301.7701-3, 301.9100-1, and 301.9100-3.

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201516040 Third Party Communication: None
Release Date: 4/17/2015 Date of Communication: Not Applicable
Index Numbers: 7701.00-00, 9100.00-00,
9100.31-00 Person To Contact:
--------------------, ID No. ----------------
--------------------------------------- Telephone Number:
------------------------ ------------------
------------------------------------ Refer Reply To:
---------------------------------- CC:PSI:B03
PLR-128699-14
Date:
November 12, 2014

                                               LEGEND

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

Y = --------------------------------------------------------------------------------------------------
------------------------------

Country = -------

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

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

   This letter responds to a letter dated July 8, 2014, and subsequent

correspondence, submitted on behalf of X by its authorized representative, requesting
that X be granted an extension of time under § 301.9100-3 of the Procedure and
Administration Regulations to elect to be treated as a disregarded entity under
§ 301.7701-3.

                                                FACTS

    X was formed under the laws of Country on Date. X’s sole owner is Y. X

represents that it is a foreign entity eligible to elect to be classified as a disregarded
entity for federal tax purposes as of Date. However, X failed to timely file Form 8832,
Entity Classification Election, to be treated as a disregarded entity for federal tax
purposes effective Date.
PLR-128699-14 2

                                         LAW

    Section 301.7701-3(a) provides, in part, 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 as provided in
§ 301.7701-3. An eligible entity with at least two members can elect to be classified as
either an association (and thus a corporation under § 301.7701-2(b)(2)) or 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) provides that, except as provided in § 301.7701-

3(b)(3), unless the entity elects otherwise, a foreign eligible entity is: (A) a partnership if
it has two or more members and at least one member does not have limited liability;
(B) an association if all members have limited liability; or (C) disregarded as an entity
separate from its owner if it has a single owner that does not have limited liability.
Section 301.7701-3(b)(2)(ii) provides, in part, that for purposes of § 301.7701-3(b)(2)(i),
a member of a foreign eligible entity has limited liability if the member has no personal
liability for the debts of or claims against the entity by reason of being a member.

   Section 301.7701-3(c)(1)(i) provides, in part, that, except as provided in

§ 301.7701-3(c)(1)(iv) and (v), an eligible entity may elect to be classified other than as
provided in § 301.7701-3(b), or to change its classification, by filing Form 8832 with the
service center designated on Form 8832.

   Section 301.7701-3(c)(1)(iii) provides, in part, that an election made under

§ 301.7701-3(c)(1)(i) 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 effective date
specified on Form 8832 can not be more than 75 days prior to the date on which the
election is filed, and can not be more than 12 months after the date on which the
election 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 (Code) except subtitles E, G, H, and I. Section 301.9100-1(b) defines
the term “regulatory election” as an election whose due date is prescribed by a
regulation published in the Federal Register, or a revenue ruling, revenue procedure,
notice, or announcement 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 the
PLR-128699-14 3

election. Section 301.9100-2 provides the rules governing automatic extensions of time
for making certain elections. Section 301.9100-3 provides 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.

   Section 301.9100-3(a) provides that requests for relief under § 301.9100-3 will be

granted when the taxpayer provides the evidence (including affidavits described in
§ 301.9100-3(e)) to establish to the satisfaction of the Commissioner that the taxpayer
acted reasonably and in good faith, and the grant of relief will not prejudice the interests
of the Government.

                                  CONCLUSION

    Based solely on the information submitted and the representations made, we

conclude that X has satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a
result, we grant X an extension of time of 120 days from the date of this letter to file a
Form 8832 with the appropriate service center to elect to be treated as a disregarded
entity effective Date. A copy of this letter should be attached to the Form 8832.

    This ruling is contingent on Y filing within 120 days of this letter all required

returns and amended returns consistent with the requested relief granted in this letter.
To the extent appropriate, these returns must include, but are not limited to Forms 8858,
Information Return of U.S. Persons with Respect to Foreign Disregarded Entities, such
that these forms reflect the consequences of the relief granted in this letter. A copy of
this letter should be attached to any such returns.

   Except as expressly provided herein, we express or imply no opinion concerning

the Federal 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) of

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

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

copy of this letter to X’s authorized representative.
PLR-128699-14 4

   The ruling contained in this letter is based upon information and representations

submitted by the taxpayer and accompanied by a penalty of perjury statement executed
by an appropriate party. While this office has not verified any of the material submitted
in support of the ruling request, it is subject to verification on examination.

                                 Sincerely,
                                 Associate Chief Counsel
                                 (Passthroughs and Special Industries)



                                 By:_____/s/___________________
                                    Mary Beth Carchia
                                    Senior Technician Reviewer, Branch 3
                                    Office of the Associate Chief Counsel
                                    (Passthroughs and Special Industries)

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

cc: