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 owner) for U.S. federal income 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. The relief is contingent on the taxpayer and its owners filing all required
returns for open years consistent with the election, which may include
international information returns such as Forms 5471, 8865, and 8858. Granting the
extension is not a determination that the entity is otherwise eligible to make 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: 202551021
Release Date: 12/19/2025
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-100808-25
Date:
August 04, 2025

Legend

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

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

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

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

  This responds to a letter dated December 31, 2024, submitted on behalf of X,

requesting an extension of time under § 301.9100-3 of the Procedure and
Administration Regulations to file an election under § 301.7701-3(c) to be treated as a
as an entity disregarded from its owner for U.S. federal income tax purposes.

                                                   FACTS

    According to the information submitted, X was organized under the laws of

Country on Date. X represents that it is a foreign eligible entity that may elect to be
treated as an entity disregarded from its owner under § 301.7701-3(c). However, X
failed to timely file Form 8832, Entity Classification Election, electing to be treated as an
entity disregarded from its owner for U.S. federal income tax purposes effective Date.

                               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. An eligible entity with at least two
members can elect to be classified as either an association 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 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 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.

   Under § 301.9100-1(c), the Commissioner may grant a reasonable extension of

time 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, except subtitles E, G, H, and I. Section 301.9100-1(b) defines the term
“regulatory election” as including 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 an
election. Section 301.9100-2 provides automatic extensions of time for making certain
elections. Section 301.9100-3 provides extensions of time for making elections that do
not meet the requirements of § 301.9100-2.

  Requests for relief under § 301.9100-3 will be granted when the taxpayer

provides evidence (including affidavits described in § 301.9100-3(e)) to establish that
the taxpayer acted reasonably and in good faith, and that granting relief will not
prejudice the interests of the government.

                                   CONCLUSION

    Based solely on the facts 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 with the appropriate service center to elect to be treated as an entity
disregarded from its owner for U.S. federal income 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 of this letter,

all required 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.

   Except as specifically set forth above, we express no opinion concerning the

federal tax consequences of the facts described above under any other provision of the
Internal Revenue Code. 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.

   We express no opinion concerning the assessment of any interest, additions to

tax, additional amounts, or penalties for failure to file a timely 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 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 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.

     In accordance with the Power of Attorney on file with this office, a copy of this

letter is being sent to your authorized representatives.

                                                  Sincerely,

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

                                              By: ___________ _________________
                                                  Laura C. Fields
                                                  Chief, Branch 1
                                                  Office of Associate Chief Counsel
                                                  (Passthroughs, Trusts, and Estates)

Enclosure:

    Copy of this letter for section 6110 purposes

cc:
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