LLC received extra time to elect corporate classification

Plain-English summary

A limited liability company intended to be classified as an association taxable as a corporation from the date it was formed. It did not timely file Form 8832 to make that entity-classification election. The IRS found that the company met the standards for regulatory-election relief under Treasury Regulations sections 301.9100-1 and 301.9100-3. It granted 120 days to file Form 8832 with the intended effective date. The company must also file all required original or amended returns for open years consistently with the relief within that period, and the ruling does not decide whether the company is otherwise eligible for the election.

Ruling snapshot

• Question: May the LLC make a late election to be classified as an association taxable as a corporation?
• Outcome: Approved, with 120 days to file Form 8832 and consistent returns
• Key authorities: Treas. Reg. §§ 301.7701-3, 301.9100-1, and 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202519008 Third Party Communication: None
Release Date: 5/9/2025 Date of Communication: Not Applicable
Index Numbers: 7701.00-00, 9100.31-00
Person To Contact:
---------------------------------------- --------, ID No. -----------------
------------------------------------------------------------ Telephone Number:
------------------------------- --------------------
----------------------------------------------------------- Refer Reply To:
------------------------ CC:PT&E:03
--------------------------------- PLR-114710-24
---------------------------------- Date:
February 13, 2025

LEGEND

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

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

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

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

  This letter responds to a letter dated August 16, 2024, and subsequent

correspondence submitted on behalf of X by its authorized representative, requesting
an extension of time under § 301.9100-3 of the Procedure and Administration
Regulations for X 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 was formed as a State limited liability

company on Date. X intended to be classified as an association taxable as a
corporation for federal tax purposes effective Date. However, X failed to file Form 8832,
Entity Classification Election, electing to be classified as an association taxable as a
corporation for federal tax purposes effective Date.
PLR-114710-24 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 that an eligible entity may elect to be

classified other than as provided in § 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 301.9100-1(c) provides that the Commissioner may grant a reasonable

extension of time under the rules set forth in §§ 301.9100-2 and 301.9100-3, 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) defines a regulatory
election to include an election whose due date is prescribed by a regulation published in
the Federal Register.

  Section 301.9100-2 provides the rules governing automatic extensions of time for

making certain elections.

   Section 301.9100-3 sets forth 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 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.
PLR-114710-24 3

                                   CONCLUSION

    Based solely on the information submitted and the representations made, we

conclude that X has satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a
result, X is granted an extension of time of 120 days from the date of this letter to file
Form 8832 with the appropriate service center to elect to be classified as an association
taxable as a corporation for federal tax purposes effective Date. A copy of this letter
should be attached to X’s Form 8832.

    This ruling is contingent on X filing, within 120 days from the date of this letter, all

required federal income tax returns and information returns (including amended returns)
for all open years consistent with the requested 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 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.

    Further, we express or imply no opinion concerning the assessment of any

interest, additions to tax, additional amounts, or penalties for failure to file a timely
income tax or information return with respect to any taxable year that may be affected
by this ruling. For example, we express or imply no opinion as to whether a taxpayer is
entitled to relief from any penalty on the basis that the taxpayer had reasonable cause
for failure to file timely any income tax or information returns.

   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 requested ruling, 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.
PLR-114710-24 4

  In accordance with a power of attorney on file with this office, we are sending a

copy of this letter to X's authorized representatives.

                              Sincerely,

                              Associate Chief Counsel
                              (Passthroughs, Trusts, and Estates)


                                       /S/
                          By:______________________________
                             Mary Beth Carchia
                             Senior Technician Reviewer, Branch 3
                             Office of Associate Chief Counsel
                             (Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

cc: