9100-3 relief granting 120 days for an LLC to file a late Form 8832 electing to be taxed as a corporation
Plain-English summary
A limited liability company wanted to be taxed as a corporation instead
of under the default rules (a partnership or a disregarded entity). To do
that, an LLC files Form 8832, the entity classification election. This
LLC intended to be a corporation from a specific date but never filed the
form on time. It asked the IRS for relief under the "9100" regulations,
which allow extra time to make a late election when the taxpayer acted
reasonably and in good faith and relief will not harm the government. The
IRS granted 120 days from the date of the letter to file Form 8832
effective the intended date, on the condition that the LLC file all
required (including amended) returns for open years consistent with being
a corporation. The IRS noted it was not deciding whether the LLC is
actually eligible to make the election or whether any late-filing
penalties apply.
Ruling snapshot
- Question: Should the LLC get an extension under § 301.9100-3 to file a late Form 8832 electing to be taxed as a corporation?
- Outcome: Approved (120 days from the date of the letter, conditioned on consistent return filing)
- Key authorities: Treas. Reg. § 301.7701-3; Treas. Reg. §§ 301.9100-1, 301.9100-3
Full text (IRS public release)
Internal Revenue Service
Department of the Treasury
Washington, DC 20224
Number: 202601008
Release Date: 1/2/2026
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:01
PLR-109741-25
Date: October 03, 2025
LEGEND
X = ---
State = ---
Date = ---
Dear --------------:
This responds to a letter dated May 8, 2025, and subsequent correspondence, submitted on behalf of X by X's authorized representative, requesting an extension of time under § 301.9100-3 of the Procedure and Administration Regulations for X to file an entity classification election pursuant to § 301.7701-3 of the Procedure and Administration Regulations to be treated as an association taxable as a corporation for federal tax purposes.
FACTS
X is a limited liability company formed under the laws of State on Date. X intended to be classified as a corporation, effective on Date. However, X did not timely file Form 8832, Entity Classification Election, electing to be treated as a corporation.
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 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 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 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 such date is specified on the election form. The effective date specified on Form 8832 can not be more than seventy-five (75) days prior to the date on which the election is filed and can not be more than twelve (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 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 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 120 days from the date of this letter to file a Form 8832 with the appropriate service center to elect to be treated as a corporation for federal tax purposes effective Date. A copy of this letter should be attached to the Form 8832.
This ruling is contingent on X filing, within 120 days from the date of this letter, all required federal income tax and information returns (including amended returns) for all open years consistent with the granted relief. 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 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.
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 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 requested ruling, 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 a power of attorney on file with this office, we are sending a copy of this letter to X's authorized representative.
Sincerely,
Jeffrey A. Van Hove
Acting Associate Chief Counsel
(Passthroughs, Trusts, and Estates)
By: ___________________________
Joy C. Spies
Senior Technician Reviewer, Branch 1
Office of the Associate Chief Counsel
(Passthroughs, Trusts, and Estates)
Enclosure:
Copy for § 6110 purposes
cc: ---