9100 extension to make a late check-the-box election for an LLC to be a disregarded entity (7701-3)

Plain-English summary

A limited liability company had elected to be taxed as a corporation. Its sole owner later became an S corporation and elected to treat the LLC as a qualified subchapter S subsidiary (QSub), a wholly owned subsidiary that is normally disregarded and folded into its S corporation parent for tax purposes. To line up with that structure, the LLC was eligible to file a "check-the-box" election (Treas. Reg. § 301.7701-3) on Form 8832 to be treated as a disregarded entity, but it missed the filing deadline. The LLC asked the IRS for more time under Treas. Reg. § 301.9100-3, which lets the IRS grant an extension for a missed regulatory election when the taxpayer acted reasonably and in good faith and relief will not prejudice the government. The IRS found the standard met and granted a 120-day extension to file the Form 8832 electing disregarded-entity status, retroactive to the intended date, on the condition that the LLC and its owner file consistent returns for all open years. The relief does not decide whether the LLC is otherwise eligible to make the election or address any penalties for late filing.

Ruling snapshot

• Question: Should the LLC get an extension of time under Treas. Reg. § 301.9100-3 to file a late Form 8832 electing to be classified as a disregarded entity?
• Outcome: Approved (120-day extension granted)
• Key authorities: Treas. Reg. § 301.7701-3 (entity classification / check-the-box); Treas. Reg. §§ 301.9100-1 through 301.9100-3; IRC § 1361(b)(3)(B)(ii) (QSub, factual context)

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202550018
Release Date: 12/12/2025
Index Number: 9100.00-00, 9100.31-00, 7701.00-00

Third Party Communication: None
Date of Communication: Not Applicable

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

Refer Reply To:
CC:PT&E:B03
PLR-102038-25

Date: July 28, 2025

LEGEND

X = ---------------------------
Y = ------------------------------
Date 1 = -------------------
Date 2 = --------------------------
Date 3 = -----------------------
Date 4 = --------------------------
Date 5 = ----------------------
State = --------------

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

This letter responds to a letter dated January 31, 2025, and subsequent correspondence, submitted on behalf of X by its authorized representative, 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

The information submitted states that X was formed as a limited liability company under the laws of State on Date 1. X elected to be treated as an association taxable as a corporation for federal tax purposes effective Date 2. Y, X's sole shareholder, was incorporated under the laws of State on Date 3. Effective Date 4, Y elected to be an S corporation and elected to treat X as a qualified subchapter S Subsidiary ("QSub") under § 1361(b)(3)(B)(ii) of the Internal Revenue Code (Code). X was eligible to elect to be treated as a disregarded entity for federal tax purposes, effective Date 5. However, X failed to timely file Form 8832, Entity Classification Election, electing to be treated as a disregarded entity effective Date 5.

LAW

Section 301.7701-3(a) provides 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. Under § 301.7701-3(a), 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 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, Entity Classification Election, with the service center designated on Form 8832.

Section 301.7701-3(c)(1)(iii) provides that this election will be effective on the date specified by the entity on Form 8832 or on the date filed if no such date is specified. The date specified on Form 8832 cannot be more than 75 days prior to the date on which the election is filed and no more than 12 months after the date 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 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 or a revenue ruling, revenue procedure, notice, or announcement published in the Internal Revenue Bulletin.

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 an election. Section 301.9100-2 provides automatic extensions of time for making certain elections. Section 301.9100-3 provides rules for requesting extensions 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 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.

CONCLUSION

Based solely on the information submitted and the representations made, we conclude that the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied. As a result, X is granted an extension of time of 120 days from the date of this letter to file Form 8832, Entity Classification Election, with the appropriate service center to elect to be classified as a disregarded entity effective Date 5. A copy of this letter should be attached to the Form 8832.

This ruling is contingent on X and Y 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 by this letter. A copy of this letter should be attached to any such returns.

Except as specifically set forth above, 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.

In addition, we express 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 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 ruling request, 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.

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

Sincerely,

Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

By: Robert D. Alinsky
Branch Chief, Branch 3
Office of the Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

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