LLC may change from corporate to disregarded-entity status

Plain-English summary

A limited liability company had elected S corporation status, which caused it to be treated as an association taxable as a corporation. Before 60 months had passed, a series of transactions changed more than half of the company’s ownership. The company asked for consent to change its classification to an entity disregarded from its owner. The IRS consented because more than 50 percent of the ownership interests at the new election’s effective date were held by people who had not owned interests when the earlier election was filed or became effective. The company was instructed to file Form 8832 under Revenue Procedure 2009-41.

Ruling snapshot

• Question: Could the LLC change from association status to disregarded-entity status within 60 months of its earlier classification election?
• Outcome: approved
• Key authorities: Treas. Reg. § 301.7701-3(c)(1)(iv); Rev. Proc. 2009-41

Full text (IRS public release)

Internal Revenue Service                                     Department of the Treasury
                                                             Washington, DC 20224

Number: 202247001                                            Third Party Communication: None
Release Date: 11/25/2022                                     Date of Communication: Not Applicable
Index Number: 7701.00-00
                                                             Person To Contact:
--------------------------------------------------           --------------, ID No. -----------------
---------------------------------------                      Telephone Number:
-------------------------------------                        --------------------
---------------------------                                  Refer Reply To:
------------------------------                               CC:PSI:B01
                                                             PLR-104691-22
                                                             Date:
                                                             August 30, 2022

LEGEND

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

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

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

Date 3           =     --------------------------

Date 4           =     --------------------------

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

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

This letter responds to a letter dated February 25, 2022, submitted on behalf of X,
requesting a ruling under § 301.7701-3(c)(1)(iv) of the Procedure and Administration
Regulations. Specifically, your letter requests the Service's consent to change X's
classification from an association taxable as a corporation to a disregarded entity effective
Date 4.

                                                     FACTS

The information submitted states that X was formed under the laws of State as a limited
liability company on Date 1. X subsequently elected to be an S corporation effective Date

2. Under § 301.7701-3(c)(i)(v)(C), X is treated as having made an election to be classified
as an association taxable as a corporation for federal tax purposes effective Date 2. In a

PLR-104691-22                                  2

series of transactions concluding on Date 3, X had a change in ownership of more than
fifty percent that would satisfy the requirements of § 301.7701-3(c)(1)(iv).

                                  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. Elections are
necessary only when an eligible entity does not want to be classified under the default
classification or when an eligible entity chooses to change its classification.

Section 301.7701-3(b)(1) provides that, 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 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 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 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.

Section 301.7701-3(c)(1)(iv) provides that, if an eligible entity makes an election under §
301.7701-3(c)(1)(i) to change its classification, the entity cannot change its classification
by election again during the sixty months succeeding the effective date of the election.
However, the Commissioner may permit the entity to change its classification by election
within the sixty months if more than fifty percent of the ownership interests in the entity as
of the effective date of the subsequent election are owned by persons that did not own
any interests in the entity on the filing date or on the effective date of the entity's prior
election.

Section 301.7701-3(c)(i)(v)(C) provides that an eligible entity that timely elects to be an S
corporation under § 1362(a)(1) of the Internal Revenue Code (Code) is treated as having
made an election under § 301.7701-3 to be classified as an association, provided that (as
of the effective date of the election under § 1362(a)(1)) the entity meets all other
requirements to qualify as a small business corporation under § 1361(b). Subject to §
301.7701-3(c)(1)(iv), the deemed election to be classified as an association will apply as
of the effective date of the S corporation election and will remain in effect until the entity
makes a valid election, under § 301.7701-3(c)(1)(i), to be classified as other than an
association.

PLR-104691-22                                  3

                                      CONCLUSION

Based solely on the information submitted and the representations made, we consent to
X changing its entity classification to a disregarded entity for federal tax purposes effective
Date 4 under § 301.7701-3(c)(1)(iv). Accordingly, X should file a Form 8832 pursuant to
Rev. Proc. 2009-41, 2009-39 I.R.B. 439, with the appropriate service center to elect to be
disregarded as an entity separate from its owner effective Date 4 and attach a copy of
this letter to its Form 8832.

Except as expressly provided herein, we express or imply no opinion concerning the
federal tax consequences of any transaction or item discussed or referenced in this letter.
Specifically, we express or imply no opinion regarding whether X is otherwise eligible to
make the election.

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.

This ruling is directed only to the taxpayer requesting it. According to § 6110(k)(3) of the
Code, this ruling may not be used or cited as precedent.

Pursuant to the power of attorney on file with this office, we are sending a copy of this
letter to X’s authorized representative.

                                       Sincerely,

                                       _________________________
                                       Laura C. Fields
                                       Chief, Branch 1
                                       Office of the Associate Chief Counsel
                                       (Passthroughs & Special Industries)

Enclosure
     Copy for 6110 purposes

cc: