Fund received 60 days to file late qualified opportunity fund certifications

Plain-English summary

A limited liability company was formed to qualify as a qualified opportunity fund and invest in qualified opportunity zone property. It hired an experienced accountant who knew that intent and was responsible for filing its partnership returns and related forms. The accountant failed to file Forms 1065 and Forms 8996 for two years. A new accountant discovered the omissions and promptly sought help requesting regulatory relief. The IRS found that the fund reasonably relied on a qualified tax professional and represented that late certification would not reduce its tax liability. It granted 60 days to file Forms 8996 with the two years' returns or administrative adjustment requests. The ruling did not decide whether the fund or its investments otherwise met the opportunity-zone requirements or whether its returns were timely.

Ruling snapshot

• Question: May the fund file late Forms 8996 to self-certify as a qualified opportunity fund after its accountant failed to file two years of returns and certifications?
• Outcome: Approved, with a 60-day extension
• Key authorities: IRC § 1400Z-2; Treas. Reg. §§ 1.1400Z2(d)-1(a), 301.9100-1, 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202547010 Third Party Communication: None
Release Date: 11/21/2025 Date of Communication: Not Applicable
Index Number: 9100.00-00, 1400Z.01-00,
1400Z.02-00 Person To Contact:
---------------------, ID No. -----------------
---------------------------------- Telephone Number:

---------------------------------- Refer Reply To:
CC:ITA:B04
PLR-107755-25
Date:
August 22, 2025

LEGEND

Taxpayer = -----------------------------------------------------------
Accountant 1 = ---------------
Accountant 2 = --------------------------
Accounting Firm 1 = ---------------------------------------------
Accounting Firm 2 = ------------------------------------------
Law Firm = ----------------------------------------------------------------
State Z = -------------
X = ---
Tax Year = ------------------
Year 1 = -------
Year 2 = -------
Date 1 = -----------------
Date 2 = ----------------------
Date 3 = --------------------------
Month 1 = -----------

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

This responds to Taxpayer’s request, dated Date 1, for a private letter ruling.
Specifically, Taxpayer requests relief, under §§ 301.9100-1 and 301.9100-3 of the
Procedure and Administration Regulations,1 for an extension of time to file Taxpayer’s
Form 8996, Qualified Opportunity Fund, for purposes of making the election to: (1) self-
certify Taxpayer as a qualified opportunity fund (“QOF”), as defined in § 1400Z-2(d);
and (2) be treated as a QOF, effective as of Month 1, Year 1, as provided under
§ 1400Z-2 and § 1.1400Z2(d)-1(a).

1 Unless otherwise specified, all “section” or “§” references are to sections of the Internal Revenue Code
(“Code”) or the Treasury Regulations (26 CFR Part 1 or 26 CFR Part 301) as applicable.

PLR-107755-25 2

FACTS

Taxpayer was organized on Date 2 as a limited liability company (“LLC”) under the laws
of State Z and is classified as a partnership for Federal tax purposes. As stated in
Taxpayer’s LLC operating agreement, Taxpayer was organized for the purpose of
qualifying as a QOF and investing in qualified opportunity zone property as defined in
§ 1400Z-2(d)(2). Taxpayer has a tax year end of Tax Year.

Taxpayer engaged Accountant 1, a partner at Accounting Firm 1, who is a certified
public accountant with more than X years of experience, to provide Taxpayer’s tax and
accounting services for Year 1 and Year 2. Accountant 1 was aware of Taxpayer’s
intent to be a QOF at the time of engagement.

Taxpayer relied upon Accountant 1 to timely file Taxpayer’s required Year 1 and Year 2
Federal income tax returns and all accompanying forms, including any necessary to be
treated as a QOF. Accountant 1 failed to file Taxpayer’s Year 1 and Year 2 Forms 1065,
U.S. Return of Partnership Income.

On Date 3, Taxpayer engaged Accountant 2, a partner at Accounting Firm 2, who is a
certified public accountant to provide Taxpayer with tax services. Accountant 2
reviewed Taxpayer’s previous tax filings and discovered that Taxpayer’s Forms 1065
and Forms 8996 for Year 1 and Year 2 had not been filed. Accountant 2 immediately
contacted Law Firm for assistance in seeking regulatory relief for Taxpayer.

Taxpayer represents that granting relief under § 301.9100-3 will not result in a lower tax
liability for the years affected by the election (taking into account the time value of
money).

LAW AND ANALYSIS

Section 1400Z-2(e)(4)(A) directs the Secretary to prescribe regulations for rules for the
certification of QOFs. Section 1.1400Z2(d)-1(a)(2)(i) provides that the self-certification
of a QOF must be timely filed and effectuated annually in such form and manner as may
be prescribed by the Commissioner of Internal Revenue in the Internal Revenue Service
forms or instructions, or in publications or guidance published in the Internal Revenue
Bulletin.

To self-certify as a QOF, a taxpayer must file Form 8996 with its tax return for the year
to which the certification applies. The Form 8996 must be filed by the due date of the
tax return (including extensions). The information provided indicates that Taxpayer
intended to self-certify as a QOF as of Month 1, Year 1, but failed to do so due to
Accountant 1’s failure to file returns for Year 1 and Year 2.

PLR-107755-25 3

Section 301.9100-3(a) provides that requests for extensions of time for regulatory
elections that do not meet the requirements of § 301.9100-2 (automatic extensions)
must be made under the rules of § 301.9100-3.

Section 301.9100-1(b) defines the term “regulatory election” as including any election
whose due date is prescribed by a regulation published in the Federal Register. Section
1.1400Z2(d)-1(a)(2)(i) sets forth the manner and timing for electing to be a QOF and
electing to self-certify as a QOF. As such, these elections are regulatory elections, as
defined in § 301.9100-1(b)(1).

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 a regulatory
election. Section 301.9100-3(a) provides that any request for extensions of time for
regulatory elections (other than automatic extensions covered in § 301.9100-2) will be
granted when the taxpayer provides evidence (including affidavits) to establish that the
taxpayer acted reasonably and in good faith and the grant of relief will not prejudice the
interests of the Government.

Section 301.9100-3(b)(1) provides that a taxpayer is deemed to have acted reasonably
and in good faith if the taxpayer—

(i) requests relief before the failure to make the regulatory election is discovered
by the Service;

(ii) failed to make the election because of intervening events beyond the
taxpayer's control;

(iii) failed to make the election because, after exercising reasonable diligence,
the taxpayer was unaware of the necessity for the election;

(iv) reasonably relied on the written advice of the Service; or

(v) reasonably relied on a qualified tax professional, and the professional failed to
make, or advise the taxpayer to make, the election.

Under § 301.9100-3(b)(2), a taxpayer, however, is not considered to have reasonably
relied on a qualified tax professional if the taxpayer knew or should have known that the
professional was not competent to render advice on the regulatory election or was not
aware of all relevant facts.

Under § 301.9100-3(b)(3), a taxpayer will not be considered to have acted reasonably
and in good faith if the taxpayer—

(i) seeks to alter a return position for which an accuracy-related penalty has been
or could be imposed under § 6662 at the time the taxpayer requests relief, and

PLR-107755-25 4

the new position requires or permits a regulatory election for which relief is
requested;

(ii) was fully informed in all material respects of the required election and related
tax consequences but chose not to make the election; or

(iii) uses hindsight in requesting relief. If specific facts have changed since the
original deadline that make the election advantageous to a taxpayer, the Service
will not ordinarily grant relief.

Section 301.9100-3(c)(1) provides that the Commissioner will grant a reasonable
extension of time to make a regulatory election only when the interests of the
Government will not be prejudiced by the granting of relief. Section 301.9100-3(c)(1)(i)
provides that the interests of the Government are prejudiced if granting relief would
result in a taxpayer having a lower tax liability in the aggregate for all taxable years
affected by the election than the taxpayer would have had if the election had been
timely made (taking into account the time value of money). Section 301.9100-3(c)(1)(ii)
provides that the interests of the Government are ordinarily prejudiced if the taxable
year in which the regulatory election should have been made or any taxable year that
would have been affected by the election had it been timely made are closed by the
period of limitations on assessment under § 6501(a) before the taxpayer's receipt of a
ruling granting relief under this section.

CONCLUSION

Based on the facts and information submitted and the representations made, we
conclude that Taxpayer has acted reasonably and in good faith and that the granting of
relief would not prejudice the interests of the Government.

Accordingly, we grant Taxpayer an extension of 60 days from the date of this letter
ruling to file a Form 8996 to make the election to self-certify as a QOF under § 1400Z-2
and § 1.1400Z2(d)-1(a)(2)(i). The election must be made on completed Forms 8996
attached to the Taxpayer’s Year 1 and Year 2 tax returns or administrative-adjustment
requests (as applicable).

CAVEATS

This ruling is based upon facts and representations submitted by Taxpayer and
accompanied by a penalty of perjury statement executed by the appropriate parties.
While this office has not verified any of the material submitted in support of the request
for rulings, it is subject to verification on examination.

This ruling addresses the granting of § 301.9100-3 relief as applied to the election to
self-certify Taxpayer as an QOF by filing Form 8996 for Year 1. Specifically, we have no
opinion, neither express nor implied, concerning whether any investments made into

PLR-107755-25 5

Taxpayer are qualifying investments as defined in § 1.1400Z2(a)-1(b)(34), or whether,
at any time, Taxpayer met or meets the requirements under § 1400Z-2 and the
regulations thereunder to be a QOF. We also express no opinion regarding the tax
treatment of the instant transaction under the provisions of any other sections of the
Code or Treasury Regulations that may be applicable, nor regarding the tax treatment
of any conditions existing at the time of, or effects resulting from, the instant transaction.
We also express no opinion as to whether Taxpayer’s Year 1 or Year 2 federal income
tax returns are considered timely filed.

A copy of this letter must be attached to any tax return to which it is relevant.
Alternatively, taxpayers filing their returns electronically may satisfy this requirement by
attaching a statement to their return that provides the date and control number of the
letter ruling.

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) provides
that it may not be used or cited as precedent. Enclosed is a copy of the letter ruling
showing the deletions proposed to be made when it is disclosed under § 6110.

In accordance with the Form 2848, Power of Attorney and Declaration of
Representative on file with this office, we are sending a copy of this letter to Taxpayer’s
authorized representative.

Sincerely,

James Yu
Senior Counsel, Branch 4
Office of Associate Chief Counsel
(Income Tax & Accounting)

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