LLC receives extension for late corporate classification election

Plain-English summary

A limited liability company intended to be classified as an association taxable as a corporation but failed to file Form 8832 by the deadline. The IRS concluded that the company satisfied the regulatory standards for late-election relief. It granted 120 days to file Form 8832 with the intended effective date and required a copy of the ruling to be attached. The relief is also conditioned on filing all required original or amended federal income tax and information returns for open years consistently within the same 120-day period. The IRS did not decide whether the company otherwise qualified to make the election or whether penalties applied to late returns.

Ruling snapshot

• Question: May the LLC file a late Form 8832 electing corporate classification from its intended date?
• Outcome: Approved, with a 120-day extension and consistent-return conditions
• Key authorities: Treas. Reg. §§ 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: 202540005
Third Party Communication: None
Release Date: 10/3/2025
Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.00-00,
9100.31-00
Person To Contact:
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Telephone Number:
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CC:PT&E:B3
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PLR-104022-25
Date:
July 02, 2025

LEGEND

X = ---------------------------------------------------------------------------------------------------
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Date = ------------------------

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

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

This letter responds to a letter dated January 14, 2025, 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 election under § 301.7701-3 to be classified as an association taxable as a corporation for federal tax purposes.

FACTS

According to the information submitted, X was formed as a State limited liability company on Date. X represents that it intended to be classified as an association taxable as a corporation for federal tax purposes effective Date. However, X inadvertently 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-104022-25
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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 owners.

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-104022-25
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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 all required federal income tax returns and information returns (including amended returns) for all open years consistent with the required relief granted in this letter within 120 days from the date of 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. Specifically, we express or imply no opinion regarding whether 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 the taxpayer is entitled to relief from any penalty on the basis that the taxpayer had reasonable cause for failure to timely file 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 this 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 the Power of Attorney on file with this office, a copy of this letter is being sent to your authorized representatives.
PLR-104022-25
4

Sincerely,

Jeffrey Erickson
Associate Chief Counsel
(Passthroughs, Trusts & Estates)

By: _________
Elizabeth V. Zanet
Senior Technician Reviewer, Branch 3
(Passthroughs, Trusts & Estates)

Enclosure:
Copy of this letter for § 6110 purposes

cc: ------------
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