120-day extension for a foreign entity to file a late check-the-box election to be disregarded

Plain-English summary

A foreign business entity wanted to be treated as a disregarded entity for U.S. tax purposes, meaning it is ignored as separate from its single owner (so the owner reports the entity's income directly). To do that, it had to file Form 8832, the "check-the-box" election, by a deadline, but it missed the filing. The entity asked the IRS for more time under the § 301.9100-3 relief rules, which allow a late regulatory election when the taxpayer acted reasonably and in good faith and relief will not prejudice the government. The IRS granted a 120-day extension. The relief is conditioned on the owner filing all required returns for open years consistent with the election, including international information returns such as Forms 5471, 8865, and 8858. The letter also notes that the disregarded-entity election is ignored for purposes of computing any § 965 (transition tax) amounts of the entity's U.S. shareholders, per Treas. Reg. § 1.965-4(c)(2), so the late election cannot reduce a prior-year transition tax.

Ruling snapshot

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

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202607014 Third Party Communication: None
Release Date: 2/13/2026 Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.31-00
Person To Contact:
[Redacted], ID No. [Redacted]
Telephone Number:
[Redacted]
Refer Reply To:
CC:PTE:1
PLR-113982-25
Date:
November 18, 2025

                                                LEGEND

X = [Redacted]

Country = [Redacted]

Date = [Redacted]

Dear [Redacted]:

   This responds to a letter dated June 16, 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 to file an election under § 301.7701-3(c) to be treated as disregarded as an entity separate from its owner for federal 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 entity eligible to elect to be classified as disregarded as an entity separate from its owner effective Date. However, X failed to timely file Form 8832, Entity Classification Election, electing to be disregarded as an entity separate from its owner for federal 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 § 301.9100-3 have been satisfied. As a result, X is granted an extension of time of 120 days from the date of this letter to make an election to be treated as disregarded as an entity separate from its owner for federal tax purposes effective Date. X should make the election by filing a properly executed Form 8832 with the appropriate service center. A copy of this letter should be attached to the form.

    This ruling is contingent on the owner of X 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.

    If applicable, the election to classify X as disregarded as an entity separate from its owner for federal tax purposes effective Date is disregarded for purposes of determining the amounts of all section 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 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 X's authorized representative.



                                                Sincerely,

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



                                            By: _________/S/_________________
                                                Christiaan T. Cleary
                                                Senior Technician Reviewer, Branch 1
                                                Office of Associate Chief Counsel
                                                (Passthroughs, Trusts, and Estates)

Enclosure:

    Copy of this letter for section 6110 purposes

cc: [Redacted]