LLC receives 120 days to elect corporate tax classification

Plain-English summary

A domestic limited liability company intended to be classified as an association taxable as a corporation from a specified date but failed to timely file Form 8832. The company represented that it had not filed any federal income tax or information return inconsistent with the requested classification. The IRS concluded that the standards for discretionary filing relief under Treas. Reg. §§ 301.9100-1 and 301.9100-3 were satisfied. It granted 120 days to file Form 8832 with the ruling attached and make the corporate classification effective on the intended date. The relief does not determine whether the company is otherwise eligible to make the election.

Ruling snapshot

• Question: May an 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 attach the ruling
• Key authorities: Treas. Reg. §§ 301.7701-2, 301.7701-3, 301.9100-1, 301.9100-3

Full text (IRS public release)

 Internal Revenue Service                                         Department of the Treasury
                                                                  Washington, DC 20224

 Number: 202536017                                                [Third Party Communication:
 Release Date: 9/5/2025                                           Date of Communication: Month DD, YYYY]
 Index Number: 9100.31-00, 7701.00-00
                                                                  Person To Contact:
 -------------------------------------                            ----------------------, ID No. -----------------
 -----------------------------------------------------
 -------------------------------------------                      Telephone Number:
                                                                  --------------------
                                                                  Refer Reply To:
                                                                  CC:PT&E:B03
                                                                  PLR-121309-24
                                                                  Date:
                                                                  May 23, 2025




Legend

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

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

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

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


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

      This letter responds to a letter dated November 20, 2024, submitted on behalf of
X requesting an extension of time under § 301.9100-3 of the Procedure and
Administration Regulations 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 is a limited liability company formed on
Date 1 under the laws of State. However, X failed to timely file Form 8832, Entity
Classification Election, to be classified as an association taxable as a corporation for
federal tax purposes effective Date 2.

      X represented that it did not file any federal income tax or information returns for
any years inconsistent with the requested relief.
PLR-121309-24                                  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, in part, 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, in part, 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 such 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.

       Under § 301.9100-1(c), 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) provides
that the term “regulatory election” includes 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 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 extensions of time for regulatory elections that
do not meet the requirements of § 301.9100-2

       Section 301.9100-3(a) provides that requests for relief under § 301.9100-3 will be
granted when the taxpayer provides the evidence (including affidavits described in §
301.9100-3(e)) to establish to the satisfaction of the Commissioner that the taxpayer
acted reasonably and in good faith, and the grant of relief will not prejudice the interests
of the Government.
PLR-121309-24                                  3

                                     CONCLUSION

        Based solely on the facts and representations submitted, we conclude that X has
satisfied the requirements of §§ 301.9100-1 and 301.9100-3. Consequently, X is
granted an extension of time of 120 days from the date of this letter to elect under §
301.7701-3 to be classified as an association taxable as a corporation effective Date 2.
X must file Form 8832 within the extension period with the appropriate service center,
with a copy of this letter attached. A copy is enclosed for that purpose.

       Except for the specific ruling above, we express or imply no opinion concerning
the federal tax consequences of the facts of this case under any other provision of the
Code. 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 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.

       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.

      In accordance with a power of attorney on file with this office, we are sending a
copy of this letter ruling to your authorized representatives.


                                                   Sincerely,

                                                   Associate Chief Counsel
                                                   (Passthroughs, Trusts, and Estates)


                                                   Richard T. Probst

                                         By:       ______________________________
                                                   Richard T. Probst
                                                   Senior Technician Reviewer, Branch 3
                                                   Office of Associate Chief Counsel
                                                   (Passthroughs, Trusts, and Estates)


Enclosure:
      Copy for § 6110 purposes
PLR-121309-24                                         4

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