Foreign entities receive late classification-election relief

Plain-English summary

Two foreign eligible entities failed to timely file Form 8832 classification elections. One sought partnership status and the other sought treatment as an entity disregarded from its owner, both effective on a redacted date. The IRS concluded that each entity acted reasonably and in good faith and that granting relief would not prejudice the government's interests. It granted each entity 120 days to file the election. The relief is conditioned on filing all required returns for open years consistently with the requested classifications and is subject to a special limitation concerning IRC § 965 amounts.

Ruling snapshot

• Question: May two foreign eligible entities file late elections to be classified as a partnership and a disregarded entity?
• Outcome: Approved, each entity received 120 days to file Form 8832 subject to stated return-filing conditions
• Key authorities: Treas. Reg. §§ 301.7701-3, 301.9100-1, 301.9100-2, 301.9100-3, 1.965-4(c)(2)

Full text (IRS public release)

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Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202533006 Third Party Communication: None
Release Date: 8/15/2025 Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.00-00,
9100.31-00 Person To Contact:
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------------------------ Refer Reply To:
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PLR-121291-24
Date:
May 16, 2025

LEGEND

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

Y = ------------------------------------------------
------------------------

Country = --------------

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

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

    This letter responds to a letter dated November 13, 2024, submitted on behalf of

X and Y by their authorized representatives, requesting an extension of time under
§ 301.9100-3 of the Procedure and Administration Regulations for each of X and Y to
file an election under § 301.7701-3 to be classified as a partnership and as a
disregarded entity, respectively, for federal tax purposes.

                                                 FACTS

   Based on the information submitted, X and Y were both formed under the laws of

Country on Date. X represents that it is a foreign entity eligible to elect to be classified
as a partnership. However, X failed to timely file Form 8832, Entity Classification
Election, electing to be classified as a partnership effective Date. Y represents that it is
PLR-121290-24 2

a foreign entity eligible to elect to be classified as a disregarded entity. However, Y
failed to timely file Form 8832, Entity Classification Election, electing to be classified as
a disregarded entity effective Date.

                               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. Under
§ 301.7701-3(a), 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)(2)(i) provides that, except as provided in § 301.7701-

3(b)(3), unless the entity elects otherwise, a foreign eligible entity is — (A) a partnership
if it has two or more members and at least one member does not have limited liability;
(B) an association if all members have limited liability; or (C) disregarded as an entity
separate from its owner if it has a single owner that does not have limited liability.
Section 301.7701-3(b)(2)(ii) provides that, for purposes of § 301.7701-3(b)(2)(i), a
member of a foreign eligible entity has limited liability if the member has no personal
liability for the debts of or claims against the entity by reason of being a member.

    Section 301.7701-3(c)(1)(i) provides, in part, that 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 301.9100-1(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
Internal Revenue Code (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 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 of § 301.9100-2.
PLR-121290-24 3

    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 facts submitted and representations made, we conclude that

the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied. As a result, X
and Y are each 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 a
partnership and as a disregarded entity, respectively, for federal tax purposes, effective
Date. A copy of this letter should be attached to each Form 8832.

     This ruling is contingent on X, Y, and the owners of 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 by this letter. These returns may include, but are not limited to, (i) Form 5471,
Information Return of U.S. Persons With Respect to Certain Foreign Corporations, (ii)
Form 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, and
(iii) Form 8858, Information Return of U.S. Persons With Respect to Foreign
Disregarded Entities and Foreign Branches, such that these forms reflect the
consequences of the relief granted in this letter. A copy of this letter should be attached
to any such returns.

  If applicable, X's and Y's elections to be classified as a partnership and

disregarded entity, respectively, effective Date are disregarded for purposes of
determining the amounts of all section 965 elements of all United States shareholders of
X and of Y if the elections otherwise would change the amount of any section 965
element of any such United States shareholder. See § 1.965-4(c)(2) of the Income Tax
Regulations.

   Except as specifically set forth above, we express or imply no opinion concerning

the federal tax consequences of any aspect 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.

   In addition, we express 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 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.
PLR-121290-24 4

  The ruling contained in this letter is based on information and representations

submitted by the taxpayers 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. Section 6110(k)(3) of

the Code provides that it may not be used or cited as precedent.

    Pursuant to a power of attorney on file with this office, we are sending a copy of

this letter to X’s and Y's authorized representatives.

                                           Sincerely,

                                           Associate Chief Counsel
                                           (Passthroughs, Trusts, and Estates)



                                       By:
                                             Brian J. Barrett
                                             Senior Technician Reviewer, Branch 3
                                             Office of Associate Chief Counsel
                                             (Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

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