LLC receives 120 days to make a late corporate-classification election

Plain-English summary

A domestic limited liability company intended to elect treatment as an association taxable as a corporation from a specified date but inadvertently failed to file Form 8832 on time. The IRS found that the company satisfied the standards for late regulatory-election relief. It granted 120 days to file Form 8832 with the intended retroactive effective date. As a condition, every affected U.S. person had to file all required federal income tax and information returns, including amended returns where needed, consistently with corporate treatment within the same 120-day period.

Ruling snapshot

• Question: May the LLC make a late Form 8832 election to be taxed as a corporation from its intended date?
• Outcome: Approved
• Key authorities: Treas. Reg. §§ 301.7701-2, 301.7701-3, 301.9100-1, 301.9100-3

Full text (IRS public release)

Internal Revenue Service                                      Department of the Treasury
                                                              Washington, DC 20224

Number: 201528011                                             Third Party Communication: None
Release Date: 7/10/2015                                       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-130814-14
                                                              Date:
                                                              February 09, 2015




                                                   LEGEND

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

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

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

Date 2           =    ----------------

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

       This letter responds to your letter dated August 4, 2014, and subsequent
correspondence, submitted on behalf of X by X’s authorized representatives, requesting
a ruling under §§ 301.9100-1 and 301.9100-3 of the Procedure and Administration
Regulations, that X be granted an extension of time to file an election to be treated as
an association taxable as a corporation for federal tax purposes under § 301.7701-3(c).

                                                    FACTS

        X was formed on Date 1 as a State limited liability company. X intended to elect
to be treated as an association taxable as a corporation for federal tax purposes
effective Date 2. However, X inadvertently failed to timely file a Form 8832, Entity
Classification Election.

                                             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
PLR-130814-14                                 2

elect its classification for federal tax purposes as provided in § 301.7701-3. An eligible
entity with a single owner can elect to be classified as an association (and thus a
corporation under § 301.7701-2(b)(2)) or to be disregarded as an entity separate from
its owner.

       Section 301.7701-3(b)(1) provides that except as provided in § 301.7701-3(b)(3),
unless the entity elects otherwise, a domestic eligible entity is (i) a partnership if it has
two or more members; or (ii) disregarded as an entity separate from its owner if it has a
single 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. An
election will not be accepted unless all of the information required by the form and
instructions, including the taxpayer identifying number of the entity, is provided 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 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. If an
election specifies an effective date more than 75 days prior to the date on which the
election is filed, it will be effective 75 days prior to the date it was filed.

       Section 301.9100-1(c) provides that the Commissioner may grant a reasonable
extension of time under the rules set forth in §§ 301.9100-2 and 301.9100-3 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 to include an election whose due date is prescribed by a regulation published in
the Federal Register.

       Section 301.9100-2 provides automatic extensions of time for making certain
elections. Section 301.9100-3 provides extensions of time for making 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-130814-14                                3

        Based solely on the facts submitted and the representations made, we conclude
that the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied.
Accordingly, X is granted an extension of time of 120 days from the date of this letter to
elect to be treated as an association taxable as a corporation for federal tax purposes
effective Date 2. The election should be made by filing Form 8832 with the appropriate
service center. A copy of this letter should be attached to the Form 8832.

      This ruling is contingent on all U.S. persons affected by this ruling filing within
120 days of the date of this letter all affected required federal income tax and
information returns (including amended returns) consistent with the requested relief. 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 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 a power of attorney on file with this office, we are sending a
copy of this letter to your 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:       _______________________________________
                                      Mary Beth Carchia
                                      Senior Technician Reviewer, Branch 3
                                      Office of the Associate Chief Counsel
                                      (Passthroughs & Special Industries)

Enclosures (2):

       Copy of this letter
       Copy for § 6110 purposes

cc: