Foreign entity receives late disregarded-entity election relief

Plain-English summary

A single-owner foreign eligible entity failed to file Form 8832 on time to elect disregarded-entity status. The IRS found that the entity satisfied the standards for regulatory-election relief. It granted 120 days to file the classification election with the requested retroactive effective date. The relief was conditioned on the owner timely filing all required returns, including amended returns and Form 8858, consistently with the election.

Ruling snapshot

• Question: May the foreign entity make a late election to be classified as disregarded from its owner?
• 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: 201537008 Third Party Communication: None
Release Date: 9/11/2015 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-104815-15
Date:
May 27, 2015

                                                LEGEND

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

Country = ------------------

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

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

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

    This letter responds to a letter dated January 30, 2015, submitted on behalf of X

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 to
be classified as a disregarded entity for federal tax purposes.

                                                 FACTS

   The information submitted states that X was formed on Date 1 under the laws of

Country and was a foreign entity eligible to elect to be classified as a disregarded entity
as of Date 2. X, however, failed to timely file Form 8832, Entity Classification Election,
to elect to be classified as a disregarded entity for federal tax purposes effective Date 2.

                                       LAW AND ANALYSIS

PLR-104815-15 2

    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. 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)(2)(i) provides that, except as provided in § 301.7701-

3(b)(3), unless a foreign eligible entity elects otherwise, the 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(c)(1)(i) provides that an eligible entity may elect to be

classified other than as provided under § 301.7701-3(b) by filing Form 8832 with the
service center designated on Form 8832. Under § 301.7701-3(c)(1)(iii), the election will
be effective on the date specified by the entity on Form 8832 or on the date filed if no
such date is specified. The effective date specified on Form 8832 cannot be more than
75 days prior to 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
6 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)
provides that the term “regulatory election” includes an election whose due date is
prescribed by a regulation published in the Federal Register.

   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
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. Under § 301.9100-3, a request for relief 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 (1) the
taxpayer acted reasonably and in good faith, and (2) 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 the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied.
As a result, we grant X an extension of time of 120 days from the date of this letter to
PLR-104815-15 3

file a Form 8832 with the appropriate service center to elect to be classified as a
disregarded entity for federal tax purposes effective Date 2. A copy of this letter should
be attached to the Form 8832.

    This ruling is contingent on the owner of X filing within 120 days from the date of

this letter all required Federal income tax and information returns (including amended
returns) consistent with the requested relief being effective Date 2. These returns must
include, but are not limited to, Form 8858, Information Return of U.S. Persons With
Respect To Foreign Disregarded Entities, such that the form reflects 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 the facts discussed above under any other provision of
the Code. 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.

    Under a power of attorney on file with this office, we are sending a copy of this

letter to your authorized representative.

   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