IRS grants a foreign entity a 120-day extension to file a late election to be a disregarded entity

Plain-English summary

An eligible business entity can elect how it is classified for U.S. tax by filing
Form 8832. Here a foreign entity was eligible to be treated as "disregarded"
(ignored as separate from its single owner) for U.S. tax as of an intended date,
but it failed to file the Form 8832 on time. It asked the IRS for an extension
under the late-election relief regulation (Treas. Reg. Section 301.9100-3). The
IRS found the taxpayer acted reasonably and in good faith and that relief would
not prejudice the government, so it granted a 120-day extension to file the Form
8832 electing disregarded-entity status effective the intended date. Granting the
extension is not a determination that the entity is otherwise eligible to make the
election. The letter resolves only the timing of the election.

Ruling snapshot

• Question: Should a foreign entity get more time to file a late Form 8832 electing to be a disregarded entity?
• Outcome: Approved. A 120-day extension was granted under Treas. Reg. Section 301.9100-3.
• Key authorities: Treas. Reg. § 301.7701-3; Treas. Reg. §§ 301.9100-1 and 301.9100-3

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202551019
Release Date: 12/19/2025
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-111925-25
Date:
September 23, 2025

LEGEND

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

Country = ------------

Date 1 = ------------------

Date 2 = ----------------

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

  This letter responds to a letter dated May 22, 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 entity
disregarded as separate from its owner for federal tax purposes.

                                                 FACTS

   The information submitted states that X was organized under the laws of Country

on Date 1. 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 2. However, X
failed to timely file a Form 8832, Entity Classification Election, to elect to be disregarded
as an entity separate from its owner for federal tax purposes effective Date 2.

                               LAW AND ANALYSIS

    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. An eligible entity with a single owner can
elect to be classified as an association (and, thus, a corporation under § 301.7701-
2(b)(2)) 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, except as provided in

§ 301.7701-3(c)(1)(iv) and (v), 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, in part, 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 to make a regulatory election, or a statutory election (but no more than
6 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 the term “regulatory election” as 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 the

Commissioner will use to determine whether to grant an extension of time to make the
election. 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.

    Under § 301.9100-3(a), 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) granting relief will not prejudice the interests of the Government.

                                  CONCLUSION

    Based solely on the facts 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 one hundred twenty (120) days from the date of this
letter to file 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 2. A copy of
this letter should be attached to the Form 8832.

    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.

   Except for the specific ruling above, we express or imply no opinion concerning

the federal tax consequences of the facts of this case under any other provision of the
Code and the regulations thereunder. 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.

   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 request for rulings, 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 representatives.

                                         Sincerely,

                                         Associate Chief Counsel
                                         (Passthroughs, Trusts, and Estates)

                                     By:
                                           Brian J. Barrett
                                           Senior Technician Reviewer, Branch 3
                                           Office of Associate Chief Counsel
                                           (Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

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