Corporation received relief for a missed QSST election

Plain-English summary

An S corporation shareholder's grantor trust transferred stock after the grantor died to another trust that represented it met the requirements for a qualified subchapter S trust. The new trust's income beneficiary did not timely make the QSST election, making the trust an ineligible shareholder and terminating the corporation's S election. The corporation and its shareholders consistently filed as an S corporation and represented that the termination was inadvertent. The IRS allowed the corporation to continue as an S corporation, conditioned on the beneficiary filing the QSST election effective on the stock-transfer date within 120 days.

Ruling snapshot

• Question: Could the corporation retain S status after a trust beneficiary failed to timely elect QSST treatment?
• Outcome: approved
• Key authorities: IRC §§ 1361, 1362; Treas. Reg. § 1.1361-1

Full text (IRS public release)

Internal Revenue Service                                      Department of the Treasury
                                                              Washington, DC 20224

Number: 202421005                                             Third Party Communication: None
Release Date: 5/24/2024                                       Date of Communication: Not Applicable
Index Number: 1361.03-00, 1361.03-02,
              1362.00-00, 1362.04-00                          Person To Contact:
                                                              -----------------------, ID No. -------------------
-------------------------------------                         ---------------------------------------------------
--------------------                                          Telephone Number:
-------------------------                                     --------------------
-------------------------------                               Refer Reply To:
--------------------------------                              CC:PSI:01
                                                              PLR-117127-23
                                                              Date:
                                                              February 26, 2024




                                                  LEGEND

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

Trust 1 = --------------------------------------------------------------------------------------------------
          -----------------------

Trust 2 = --------------------------------------------------------------------------------------------------
          --------------------------------------------------------------------------------------------------
          -----------------------

A           = --------------------------------------------------------------------------------------------------
              --------------------------

B           = --------------------------------------------------------------------------------------------------
              --------------------------

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

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

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

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

State       = -------------
PLR-117127-23                                2


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

This responds to a letter dated August 23, 2023, and subsequent correspondence,
submitted on behalf of X by X's authorized representatives, requesting relief under
§ 1362(f) of the Internal Revenue Code (Code).

                                         FACTS

According to the information submitted and representations within, X was incorporated
under the laws of State on Date 1. X filed an election under § 1362(a) of the Code to be
treated as an S corporation effective Date 2.

Trust 1, a grantor trust of A, owned shares of X stock. A died on Date 3. On Date 4,
Trust 1 transferred shares of X stock to Trust 2 pursuant to the terms of Trust 1. X
represents that Trust 2 met the requirements of a qualified subchapter S trust (QSST)
within the meaning of § 1361(d)(3). However, B, the income beneficiary of Trust 2,
failed to timely make an election under § 1361(d)(2) to treat Trust 2 as a QSST.
Consequently, Trust 2 was an ineligible shareholder of X and X's S corporation status
terminated on Date 4.

X represents that X and its shareholders have filed tax returns consistent with being an
S corporation for all relevant periods. X further represents that the circumstances
resulting in the termination of its S corporation election were inadvertent and were not
motivated by tax avoidance or retroactive tax planning. X and its shareholders have
agreed to make adjustments consistent with the treatment of X as an S corporation, as
may be required by the Secretary.

                                 LAW AND ANALYSIS

Section 1361(a)(1) provides that the term “S corporation” means, with respect to any
taxable year, a small business corporation for which an election under § 1362(a) is in
effect for such year.

Section 1361(b)(1) provides that the term “small business corporation” means a
domestic corporation which is not an ineligible corporation and which does not (A) have
more than 100 shareholders, (B) have as a shareholder a person (other than an estate,
a trust described in § 1361(c)(2), or an organization described in § 1361(c)(6)) who is
not an individual, (C) have a nonresident alien as a shareholder, and (D) have more
than one class of stock.

Section 1361(c)(2)(A)(i) provides that, for purposes of § 1361(b)(1)(B), a trust all of
which is treated (under subpart E of part I of subchapter J of chapter 1 of the Code) as
owned by an individual who is a citizen or resident of the United States may be a
shareholder of an S corporation.
PLR-117127-23                                 3


Section 1361(c)(2)(A)(ii) provides that, for purposes of § 1361(b)(1)(B), a trust which
was described in § 1361(c)(2)(A)(i) immediately before the death of the deemed owner
and which continues in existence after such death, but only for the 2-year period
beginning on the day of the deemed owner’s death, may be a shareholder of an S
corporation.

Section 1361(d)(1) provides, in part, that in the case of a QSST with respect to which a
beneficiary makes an election under § 1361(d)(2), the trust is treated as a trust
described in § 1361(c)(2)(A)(i), and, for purposes of § 678(a), the beneficiary of such
trust shall be treated as the owner of that portion of the trust which consists of stock in
an S corporation with respect to which the election under § 1361(d)(2) is made.

Section 1361(d)(2)(A) provides that a beneficiary of a QSST may elect to have
§ 1361(d)(1) apply.

Section 1361(d)(3) defines a QSST as a trust, (A) the terms of which require that
(i) during the life of the current income beneficiary, there shall be only one income
beneficiary of the trust, (ii) any corpus distributed during the life of the current income
beneficiary may be distributed only to such beneficiary, (iii) the income interest of the
current income beneficiary in the trust shall terminate on the earlier of such beneficiary's
death or the termination of the trust, and (iv) upon the termination of the trust during the
life of the current income beneficiary, the trust shall distribute all of its assets to such
beneficiary, and (B) all of the income (within the meaning of § 643(b)) of which is
distributed (or required to be distributed) currently to one individual who is a citizen or
resident of the United States.

Section 1.1361-1(j)(7)(i) of the Income Tax Regulations provides that the income
beneficiary who makes the QSST election and is treated (for purposes of § 678(a)) as
the owner of that portion of the trust that consists of S corporation stock is treated as the
shareholder for purposes of §§ 1361(b)(1), 1366, 1367, and 1368.

Section 1362(d)(2)(A) provides that an election under § 1362(a) shall be terminated
whenever (at any time on or after the first day of the first taxable year for which the
corporation is an S corporation) such corporation ceases to be a small business
corporation. Section 1362(d)(2)(B) provides that any termination under § 1362(d)(2)(A)
is effective on and after the date of cessation.

Section 1362(f) provides, in relevant part, that if (1) an election under § 1362(a) by any
corporation was terminated under § 1362(d)(2), (2) the Secretary determines that the
circumstances resulting in such termination were inadvertent, (3) no later than a
reasonable period of time after discovery of the circumstances resulting in such
termination, steps were taken so that the corporation for which the termination occurred
is a small business corporation, and (4) the corporation for which the termination
occurred, and each person who was a shareholder in such corporation at any time
PLR-117127-23                                 4

during the period specified pursuant to § 1362(f), agrees to make the adjustments
(consistent with the treatment of such corporation as an S corporation) as may be
required by the Secretary with respect to such period, then, notwithstanding the
circumstances resulting in such termination, such corporation shall be treated as an S
corporation during the period specified by the Secretary.

                                      CONCLUSION

Based solely on the information submitted and the representations made, we conclude
that X's S corporation election terminated on Date 4, when Trust 2 became an ineligible
shareholder. We further conclude that the circumstances resulting in the termination
of X's S corporation election were inadvertent within the meaning of § 1362(f).
Accordingly, pursuant to the provisions of § 1362(f), X will be treated as continuing to be
an S corporation from Date 4, and thereafter, provided that X's S corporation election
was valid and was not otherwise terminated under § 1362(d).

This ruling is contingent on B filing a QSST election for Trust 2 effective Date 4 with the
appropriate service center within 120 days of the date of this letter. A copy of this letter
should be attached to the QSST election.

If the above conditions are not met, then this ruling is null and void. Furthermore, if
these conditions are not met, X must notify the service center with which it filed its S
corporation election that its election terminated on Date 4.

Except as specifically set forth above, we express or imply no opinion concerning the
federal tax consequences of the facts described above under any other provision of the
Code. Specifically, we express or imply no opinion regarding X's eligibility to be an S
corporation. In addition, we express or imply no opinion as to whether Trust 2 is eligible
to elect to be treated as a QSST.

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 upon examination.

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.
PLR-117127-23                                           5

In accordance with the power of attorney on file with this office, we are sending copies
of this letter to X's authorized representatives.


                                           Sincerely,



                                           Caroline E. Hay
                                           Senior Technician Reviewer, Branch 1
                                           Office of the Associate Chief Counsel
                                           (Passthroughs & Special Industries)



Enclosure
      Copy of this letter for section 6110 purposes




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