Foreign entities receive 120 days to elect disregarded status

Plain-English summary

Several foreign entities indirectly owned by the common parent of a U.S. consolidated group failed to file effective Forms 8832 on time. The parent and its predecessor had filed all U.S. tax and information returns consistently with the entities being disregarded from the requested date. The IRS concluded that the entities satisfied the discretionary-relief standard and granted each of them 120 days to file Form 8832 for that effective date. The ruling did not decide whether the entities otherwise qualified to make the elections.

Ruling snapshot

• Question: May the listed foreign entities make late elections to be disregarded for federal tax purposes?
• Outcome: Approved. Each entity received 120 days to file Form 8832 for the requested effective date.
• Key authorities: Treas. Reg. §§ 301.7701-2(b), 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: 201720002 Third Party Communication: None
Release Date: 5/19/2017 Date of Communication: Not Applicable
Index Number: 9100.31-00
Person To Contact:
---------------------------------- --------------------, ID No. ------------------
-------------------------- Telephone Number:
---------------- -------- --------------
-------------------------------------------------- Refer Reply To:
CC:PSI:03
PLR-124549-16, et al.

                                                            Date: February 1, 2017

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

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

Z = ------------------------------------------

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

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

Dear --------------------

    This responds to a letter dated August 4, 2016, submitted on behalf of X,

requesting that the Service grant X extensions of time under § 301.9100-3 of the
Procedure and Administration Regulations to make entity classification elections to be
classified as disregarded entities for federal tax purposes.

                                                 FACTS

    The information submitted states that X are Country entities. X are indirectly

owned 100% by Y, the common parent of an affiliated group of corporations filing a
consolidated federal income tax return. X represents that, as of Date, X were foreign
entities eligible to elect to be treated as disregarded entities for federal tax purposes.
However, X did not timely file effective Forms 8832, Entity Classification Election, to be
treated as disregarded entities effective Date. X further represents that Y, and its
predecessor, Z, have filed all U.S. tax and information returns consistent with X being
treated as disregarded entities effective Date.
PLR-124549-16, et al.

                                LAW AND ANALYSIS

    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 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, 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 cannot be more than 75 days prior to the date on which the
election is filed and cannot 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) 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 an
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.
PLR-124549-16, et al.

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

be granted when the taxpayer provides 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) granting relief will not prejudice the
interests of the Government.

                                  CONCLUSION

    Based solely on the information submitted and representations made, we

conclude that the requirements of § 301.9100-3 have been satisfied. As a result, X are
granted extensions of time of 120 days from the date of this letter to file Forms 8832
with the appropriate service center and elect to be treated as disregarded entities
effective Date. A copy of this letter should be attached to each 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.

   In accordance with a power of attorney on file with this office, a copy of this letter

is being sent to X’s authorized representative.

                                              Sincerely,

                                              Associate Chief Counsel
                                              (Passthroughs and Special Industries)



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

Enclosures (2):
Copy of this letter
Copy for § 6110 purposes
PLR-124549-16, et al.

                                        List of entities receiving ruling

X (name), EIN, and PLR Number Date (effective date of election) Country

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