LLC receives 120 days to file a corporate classification election

Plain-English summary

A domestic limited liability company intended to be classified as an association taxable as a corporation from a specified date. It failed to file Form 8832 within the normal election period and requested discretionary relief. The IRS concluded that the company met the regulatory requirements for an extension. It granted 120 days to file Form 8832 with the requested effective date. The relief was contingent on the company and its owner filing all required original or amended returns for open years consistently with the requested classification within the same 120-day period.

Ruling snapshot

• Question: May the LLC make a late election to be classified as an association taxable as a corporation?
• Outcome: approved (120-day extension granted)
• 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: 202017019                                          Third Party Communication: None
Release Date: 4/24/2020                                    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-118309-19
                                                           Date:
                                                           January 21, 2020




LEGEND

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

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

Date1      =--------------------------

Date2      = ----------------------


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

This letter responds to a letter dated August 2, 2019, and subsequent correspondence
submitted on behalf of X 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 an association taxable as a corporation for federal tax purposes.

                                                    FACTS

The information submitted states that X is a limited liability company formed on Date1
under the laws of State. X intended to be classified as a corporation for federal tax
purposes as of Date2. However, X failed to timely file Form 8832, Entity Classification
Election, to be classified as a corporation for federal tax purposes effective Date2.

X represented that it did filed any federal income tax or information returns for any years
inconsistent with the requested relief.

PLR-118309-19                                  2

                                   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)(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, 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 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) 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 automatic extensions of time for making certain elections. Section
301.9100-3 provides extensions 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

PLR-118309-19                                3


Based solely on the facts and representations submitted, we conclude that X has
satisfied the requirements of §§ 301.9100-1 and 301.9100-3. Consequently, X is
granted an extension of time of 120 days from the date of this letter to elect under
§ 301.7701-3 to be classified as an association taxable a corporation effective Date2.
X must file Form 8832 within the extension period with the appropriate service center,
with a copy of this letter attached. A copy is enclosed for that purpose.

This ruling is contingent on X and its owner filing within 120 days of the date of this
letter all required original or amended information and tax returns for all open years
consistent with the requested relief. A copy of this letter should be attached to any such
returns.

Except for the specific ruling above, we express or imply no opinion concerning the
federal tax consequences of the facts of this case 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 who requested it. Section 6110(k)(3) of the
Code provides that it may not be used or cited as precedent.

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.

In accordance with a power of attorney on file with this office, we are sending a copy of
this letter ruling to your authorized representative.

                                             Sincerely,

                                             Associate Chief Counsel
                                             (Passthroughs & Special Industries)


                                         By:_____________________________
                                            Richard T. Probst
                                            Senior Technician Reviewer, Branch 3
                                            Office of the Associate Chief Counsel
                                            (Passthroughs & Special Industries)
Enclosures: Copy of this letter
            Copy of this letter for § 6110 purposes

cc: