Late check-the-box election allowed for a foreign entity to be disregarded

Plain-English summary

Under the "check-the-box" rules, an eligible business entity can choose how it is taxed by filing Form 8832. A single-owner foreign entity can elect to be "disregarded," meaning it is ignored as a separate taxpayer and its activity is reported directly by its owner. This foreign entity defaulted to being taxed as a corporation and intended to elect disregarded status, but it missed the deadline to file Form 8832. It asked the IRS for more time. The IRS granted a 120-day extension under Treas. Reg. § 301.9100-3, concluding the entity acted reasonably and in good faith and that relief would not prejudice the government. The letter cautions that granting more time to make the election is not itself a ruling that the entity actually qualifies to make it.

Ruling snapshot

• Question: May a foreign entity get more time to file a late Form 8832 electing to be disregarded?
• Outcome: approved (120-day extension granted)
• 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: 202609014                                              Third Party Communication: None
 Release Date: 2/27/2026                                        Date of Communication: Not Applicable
 Index Numbers: 7701.00-00, 9100.00-00,
               9100.31-00                                       Person To Contact:
                                                                --------------, ID No. -----------------
                                                                Telephone Number:
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 -----------                                                    Refer Reply To:
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 ---------------------------------------------                  Date:
 ------------------------------------                           December 02, 2025




LEGEND:

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

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

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


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

        This letter responds to a letter dated June 6, 2025, submitted on behalf of X by
its authorized representatives, requesting an extension of time under §§ 301.9100-1
and 301.9100-3 of the Procedure and Administration Regulations for X to file an election
under § 301.7701-3 to be classified as a disregarded entity for federal tax purposes.

                                                     FACTS

        The information submitted states that X was formed on Date under the laws of
Country. Upon formation, X’s default classification was an association taxable as a
corporation for federal tax purposes. 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
under § 301.7701-3(c). However, X failed to timely file a Form 8832, Entity
Classification Election, electing to be disregarded as an entity separate from its owners
for federal tax purposes effective Date.
PLR-111929-25                                  2

                                   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 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 taxable as a corporation 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 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 the election is filed.

       Section 301.9100-1(c) provides that the Commissioner may grant a reasonable
extension of time under the rules set forth in §§ 301.9100-2 and 301.9100-3 to make a
regulatory election, or a statutory election (but not more than 6 months except in the
case of a taxpayer who is abroad), under all subtitles of the Internal Revenue Code (the
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.

        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.
PLR-111929-25                                 3

        Section 301.9100-3(a) provides that requests for relief subject to § 301.9100-3
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 facts submitted and representations made, we conclude that
X has satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a result, we
grant X an extension of time 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 disregarded as an entity
separate from its owner for federal tax purposes effective Date. A copy of this letter
should be attached to the Form 8832.

       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.

       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.

        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: ______________________________
                                      Richard T. Probst
                                      Senior Technician Reviewer, Branch 3
                                      Office of the Associate Chief Counsel
                                      (Passthroughs, Trusts, and Estates)
PLR-111929-25                                                4

Enclosure:
      Copy of this letter for § 6110 purposes

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