120-day extension to file a late Form 8832 electing disregarded-entity status

Plain-English summary

A private limited company organized in a foreign country was acquired by a U.S. corporation, which wanted the foreign company treated as a disregarded entity for federal tax purposes (meaning its income and activity flow directly onto the parent's return rather than being taxed as a separate corporation). To get that treatment, the entity had to file Form 8832 electing it, effective the acquisition date. The election was not made properly, though the entity says it intended disregarded treatment and filed all its returns consistent with that. It asked the IRS for relief under Treas. Reg. § 301.9100-3, which allows extra time for a missed election when the taxpayer acted reasonably and in good faith and the government is not prejudiced. The IRS granted 120 days from the date of the letter to file the Form 8832, conditioned on the entity and its owner filing any needed returns for open years consistent with disregarded treatment. The letter also flags that, where relevant, the election is disregarded for computing the parent's section 965 (transition tax) amounts.

Ruling snapshot

• Question: Should the entity get an extension of time to file a late Form 8832 electing to be a disregarded entity?
• Outcome: Approved (120-day extension granted)
• Key authorities: Treas. Reg. § 301.7701-3 (entity classification); Treas. Reg. §§ 301.9100-1, 301.9100-3; Treas. Reg. § 1.965-4(c)(2)

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202552003 Third Party Communication: None
Release Date: 12/26/2025 Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.31-00
Person To Contact:
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-------------------------- Telephone Number:
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----------------------------- Refer Reply To:
CC:PT&E:B03
PLR-107575-25
Date:
September 29, 2025

                                            LEGEND

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

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

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

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

    This letter responds to a letter dated February 12, 2025, submitted on behalf of X

by its authorized representative, requesting an extension of time under § 301.9100-3 of
the Procedure and Administration Regulations to file an election under § 301.7701-3 to
be classified as a disregarded entity for federal tax purposes.

                                            FACTS

     According to the information submitted, X was organized as a private limited

company under the laws of Country on Date 1. On Date 2, Y, a domestic corporation,
acquired all the interests in X. X represents that (1) it was eligible to and intended to
elect to be treated as a disregarded entity for federal tax purposes effective Date 2, and
(2) all federal income tax returns consistent with X being classified as a disregarded
entity effective Date 2 were filed. However, X inadvertently filed Form 8832, Entity
Classification Election, electing to be classified as a disregarded entity effective Date 2.
PLR-107575-25 2

                                        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. 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. Elections are
necessary only when an eligible entity does not want to be classified under its default
classification or when an eligible entity chooses to change its classification.

    Section 301.7701-3(b)(2)(i) provides that, except for certain existing eligible

entities described in § 301.7701-3(b)(3), unless a foreign eligible entity elects otherwise,
the 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 member 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 that an eligible entity may elect to be

classified other than as provided under § 301.7701-3(b) by filing Form 8832 with the
appropriate service center. Under § 301.7701-3(c)(1)(iii), 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 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. If an election specifies an effective date more than
75 days prior to the date on which the election is filed, it will be effective 75 days prior to
the date it was filed.

  Section 301.7701-3(d)(1)(i) provides that a foreign eligible entity's classification is

relevant when its classification affects the liability of any person for federal tax or
information purposes.

    Section 301.7701-3(d)(2) provides that if the classification of a foreign eligible

entity has never been relevant (as defined in § 301.7701-3(d)(1)), then the entity's
classification will initially be determined pursuant to the default classification provisions
of § 301.7701-3(b)(2) when the classification of the entity first becomes relevant (as
defined in § 301.7701-3(d)(1)(i)).

  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
PLR-107575-25 3

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.

   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.

   Section § 301.9100-3(a) provides that 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 the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied.
Therefore, we grant X 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 a disregarded
entity for federal tax purposes effective Date 2. A copy of this letter must accompany
Form 8832.

    This ruling is contingent on X and its owner, Y, filing, within 120 days of the date

of this letter, to the extent necessary or appropriate, 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 must
accompany any such returns.

   If applicable, X's election to be a disregarded entity effective Date 2 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 the facts described above under any other provision of
the 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.
PLR-107575-25 4

    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 has reasonable cause
for failure to file timely any income tax or information returns.

   The rulings contained in this letter are 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.

     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,

                                   Associate Chief Counsel
                                   (Passthroughs, Trusts, and Estates)



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

Enclosure:
Copy of this letter for § 6110 purposes
PLR-107575-25 5

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