LLC received more time to elect corporate tax classification

Plain-English summary

A domestic limited liability company intended from formation to be classified as an association taxable as a corporation. It did not timely file Form 8832 to make that election. The company represented that it acted reasonably and in good faith and that granting relief would not prejudice the government. The IRS found that the regulatory requirements were satisfied and granted 120 days to file Form 8832 with the requested effective date. The relief is contingent on the company filing all required open-year tax and information returns consistently with corporate treatment within the same period.

Ruling snapshot

• Question: Could the LLC make a late election to be treated as an association taxable as a corporation from its intended effective date?
• Outcome: Approved
• Key authorities: Treas. Reg. §§ 301.7701-2, 301.7701-3, and 301.9100-1 through 301.9100-3

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202528004
Third Party Communication: None
Release Date: 7/11/2025
Date of Communication: Not Applicable
Index Number: 7701.00-00, 7701.01-00,
9100.00-00, 9100.31-00
Person To Contact:
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Telephone Number:
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Refer Reply To:
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CC:PT&E:B03
PLR-118906-24
Date:
April 16, 2025

LEGEND

X = ----------------------------------------
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State = -------------

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

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

This letter responds to a letter dated October 15 2024, and subsequent correspondence submitted on behalf of X by its authorized representatives, requesting an extension of time under § 301.9100-3 of the Procedure and Administration Regulations for X to file an entity classification 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 limited liability company under the laws of State on Date. At the time of formation, X intended to be classified as an association taxable as a corporation for federal tax purposes. However, X did not timely file Form 8832, Entity Classification Election, to elect to be classified as an association taxable as a corporation effective Date.

X represents that it acted reasonably and in good faith. Further, X represents that the interests of the government will not be prejudiced for all taxable years affected by the election by granting the relief sought.

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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.

Section 301.7701-3(b)(1) provides that unless a domestic eligible entity elects otherwise, a domestic eligible entity is classified as a partnership if it has two or more members or is disregarded as an entity separate from its owner if it has a single owner.

Section 301.7701-3(c)(1) provides that an entity classification election, or change in entity classification, must be filed on Form 8832 and can be effective up to 75 days prior to the date the form is filed or up to 12 months after the date the form is filed.

Section 301.7701-3(c)(1)(iv) states, in part, if an eligible entity makes an election to change its classification, the entity cannot change its classification by election again during the sixty months succeeding the effective date of the election. An election by a newly formed eligible entity that is effective on the date of formation is not considered a change for purposes of this paragraph (c)(1)(iv).

Section 301.9100-1(c) provides that 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 Code, except subtitles E, G, H, and I. Section 301.9100-1(b) defines the term “regulatory election” as including 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 that the Commissioner will use to determine whether to grant an extension of time to make an election. Section 301.9100-2 provides the automatic extensions of time for making certain elections. Section 301.9100-3 provides rules for requesting extensions of time for regulatory elections that do not meet the requirements for § 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.

CONCLUSION

Based solely on the information submitted and the representations made, we conclude that the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied. As a result, X is granted an extension of time of 120 days from the date of this letter to file a Form 8832 with the appropriate service center to elect to be classified as an

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association taxable as a corporation for federal tax purposes, effective, Date. A copy of this letter should be attached to Form 8832.

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 provisions of the Coe and regulations thereunder. 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 in contingent on X, within 120 days from the date of this letter, filing all outstanding required federal income tax returns and informational returns (including amended returns) for all open years consistent with the requested relief. A copy of this letter should be attached to any such 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. 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, we are sending a copy of this letter to your authorized representatives.

Sincerely,

Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

By: _______
Robert D. Alinsky
Chief, Branch 3
Office of Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

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