LLC receives 120 days to file a late corporate classification election

Plain-English summary

A limited liability company intended from its formation date to be classified as an association taxable as a corporation for federal tax purposes. It failed to timely file Form 8832 making that election. The IRS found that the company met the reasonable-action, good-faith, and government-prejudice standards for relief under Treas. Reg. § 301.9100-3. It granted 120 days to file the election retroactively and required all open-year tax and information returns to be filed consistently with the requested classification. The ruling did not determine whether the company was otherwise eligible for the election or excuse any late-filing penalties.

Ruling snapshot

• Question: May an LLC file a late Form 8832 electing corporate tax classification from its formation date?
• Outcome: Approved, with a 120-day filing period
• 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: 202549008
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:PSI:1
PLR-100794-25

Date:
July 15, 2025

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LEGEND

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

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

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

Dear --------:

This letter responds to a letter dated November 27, 2024, 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

X was formed as a State limited liability company on Date. X intended to be classified
as an association taxable as a corporation for federal tax purposes effective Date.
However, X failed timely 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-100794-25 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 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-100794-25 3

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 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, 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 in 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. 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 on 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. According to § 6110(k)(3) of the
Code, this ruling may not be used or cited as precedent.

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.

PLR-100794-25 4

Sincerely,

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

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

Enclosure (1)
Copy of letter for § 6110 purposes

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