LLC receives more time to elect partnership tax treatment

Plain-English summary

Two owners formed a limited liability company and intended it to be taxed as a partnership from its formation date. The company did not timely file Form 8832 because of inadvertence. The IRS found that the company satisfied the standards for discretionary election relief, including reasonable action, good faith, and no prejudice to the government's interests. It granted 120 days from the ruling date to file a properly executed Form 8832 electing partnership treatment retroactive to the formation date. The ruling does not determine whether the company otherwise qualifies to make the election.

Ruling snapshot

• Question: Could the LLC receive an extension to elect partnership classification effective from its formation date?
• Outcome: Approved, with 120 days to file Form 8832.
• Key authorities: Treas. Reg. §§ 301.7701-3 and 301.9100-1 through 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201522003 Third Party Communication: None
Release Date: 5/29/2015 Date of Communication: Not Applicable
Index Number: 7701.00-00
Person To Contact:
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---------------------------------- Telephone Number:
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Refer Reply To:
CC:PSI:03
PLR-137698-14
Date:
January 27, 2015

LEGEND

Taxpayer = ----------------------------------

A = ----------------------

B = -----------------

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

Date 1 = ---------------------

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

This letter responds to a letter dated August 28, 2014, and additional information,
submitted on behalf of Taxpayer by its authorized representative, 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 treat Taxpayer as a partnership for federal
tax purposes.

FACTS

A and B formed Taxpayer on Date 1 as a State limited liability company.
Taxpayer intended to be treated as a partnership effective Date 1. However, due to
inadvertence, Taxpayer failed to file a Form 8832, Entity Classification Election, to be
treated as a partnership for federal tax purposes.

PLR-137698-14 2

LAW AND ANALYSIS

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 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(c)(1)(i) provides, in part, that an eligible entity may elect to
be classified other than as provided under § 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 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.

Section 301.9100-1(c) provides that 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 a 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.

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

Section 301.9100-3 provides extensions of time for making regulatory elections
that do not meet the requirements of § 301.9100-2. Section 301.9100-3(a) provides
that requests for relief subject to § 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

PLR-137698-14 3

Based solely on the information submitted and the representations made, we
conclude that Taxpayer has satisfied the requirements of §§ 301.9100-1 and 301.9100-

3. As a result, Taxpayer is granted an extension of time of 120 days from the date of
   this letter to file a properly executed Form 8832 with the appropriate service center
   electing to be treated as a partnership effective Date 1. A copy of this letter should be
   attached to the Form 8832.

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. In addition, § 301.9100-1(a) provides that the granting of an
extension of time for making an election is not a determination that the taxpayer is
otherwise eligible to make the election.

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, we are sending a copy of
this letter to Taxpayer’s authorized representatives.

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 & Special Industries)

By: _____
Bradford Poston
Senior Counsel, Branch 3
Office of the Associate Chief Counsel
(Passthroughs & Special Industries)
Enclosures (2):
Copy of this letter
Copy for § 6110 purposes

cc: