Foreign entity receives 120-day extension for a late disregarded-entity election

Plain-English summary

A foreign eligible entity failed to file Form 8832 to elect treatment as an entity disregarded from its owner for federal tax purposes. It requested more time under the regulatory relief rules for missed elections. The IRS concluded that the entity satisfied the requirements of Treas. Reg. §§ 301.9100-1 and 301.9100-3 and granted 120 days to file the election effective on the requested date. The relief is conditioned on the entity and its owners filing all required federal tax and information returns for open years consistently with the election within the same 120-day period. The IRS also stated that the election may be disregarded when determining a U.S. shareholder's IRC § 965 elements if recognizing it would change those amounts.

Ruling snapshot

• Question: May the foreign entity file a late Form 8832 electing to be disregarded from its owner?
• Outcome: Approved, with a 120-day extension and consistent-return conditions
• Key authorities: Treas. Reg. §§ 301.7701-3, 301.9100-1, 301.9100-3; IRC § 965

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202549003
Release Date: 12/5/2025
Index Number: 7701.00-00, 9100.00-00,
9100.31-00

Third Party Communication: None
Date of Communication: Not Applicable

Person To Contact:
------------------------, ID No. -----------------

Telephone Number:

Refer Reply To:
CC:PT&E:B01
PLR-107527-25

Date:
September 08, 2025

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LEGEND

X = ------------------------------------------
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Country = ---------------

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

Dear ---------:

This letter is in response to a letter dated April 2, 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 a
disregarded entity for federal tax purposes.

FACTS

X was formed under the laws of Country on Date. X represents that it is a foreign entity
eligible to elect to be disregarded as an entity separate from its owner for federal tax
purposes effective Date. However, X failed to file a Form 8832, Entity Classification
Election, electing to be disregarded as an entity separate from its owner for federal tax
purposes.

LAW AND ANALYSIS

Section 301.7701-3(a) of the Income Tax regulations provides, in part, that a business
entity that is not classified as a corporation under § 301.7701-2(b)(1), (3), (4), (5), (6),

PLR-107527-25 2

(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)(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, in part, 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 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.

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 not more than 6 months except in the
case of a taxpayer who is abroad), under all subtitles of the Internal Revenue Code (the
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.

Section 301.9100-2 provides the rules governing automatic extensions of time for
making certain elections. Section 301.9100-3 provides 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.

Section 301.9100-3(a) provides that requests for relief subject to § 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 (1) the
taxpayer acted reasonably and in good faith, and (2) the grant of relief will not prejudice
the interests of the Government.

PLR-107527-25 3

CONCLUSION

Based solely on the facts submitted and representations made, we conclude that X has
satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a result, we grant X 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 disregarded as an entity separate from its
owner for federal tax purposes effective Date. A copy of this letter should be attached to
the Form 8832.

This ruling is contingent on X and its owners filing, within 120 days from the date of this
letter, all required federal income tax and information returns for all open years
consistent with the requested relief. These returns may include, but are not limited to,
the following forms: (i) Forms 5471, Information Return of U.S. Persons With Respect to
Certain Foreign Corporations, (ii) Forms 8865, Return of U.S. Persons With Respect to
Certain Foreign Partnerships, and (iii) Forms 8858, Information Return of U.S. Persons
With Respect to Disregarded Entities, 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 election to be classified as disregarded entity is disregarded for
purposes of determining the amounts of all § 965 elements of all United States
shareholders of X if the election otherwise would change the amount of any § 965
element of any such United States shareholder. See § 1.965-4(c)(2) of the Income Tax
Regulations.

Except as expressly provided herein, 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.

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 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.

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.

PLR-107527-25 4

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

Sincerely,

Jeffrey A. Van Hove
Acting Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

By:__/s/__

Joy C. Spies
Senior Technician Reviewer, Branch 1
Office of the Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

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