9100-3 relief, 120 days for a foreign entity to file a late Form 8832 electing to be taxed as a corporation

Plain-English summary

Under the "check-the-box" rules, an eligible business entity can choose how it
is taxed by filing Form 8832. Here, a foreign entity had been treated as a
partnership but, after 100% of its interests were sold, intended to switch to
being taxed as a corporation (an "association") as of a specific date. It failed
to file the required Form 8832 on time. The entity asked the IRS for an
extension under the "9100" relief regulation (Treas. Reg. § 301.9100-3), which
lets the IRS extend the deadline for a regulatory election when the taxpayer
acted reasonably and in good faith and relief would not prejudice the
government. The IRS granted 120 days from the date of the letter to file the
late Form 8832 electing corporate treatment as of the intended date. The relief
is contingent on the entity and its U.S. owners filing, within 120 days, all
required returns (potentially Forms 5471, 8858, and 8865) consistent with the
election. The letter notes the election is disregarded for purposes of certain
section 965 (transition tax) calculations if it would otherwise change them, and
does not decide whether the entity is actually eligible to make the election.

Ruling snapshot

• Question: Should a foreign eligible entity get an extension of time to
  file a late Form 8832 electing to be taxed as an association (corporation)?
• Outcome: Approved (9100-3 relief; 120 days to file Form 8832).
• Key authorities: Treas. Reg. § 301.7701-3(a), (b), (c); 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: 202612002
                                   Third Party Communication: None
Release Date: 3/20/2026
                                   Date of Communication: Not Applicable
Index Number: 7701.00-00, 7701.01-00,
              9100.00-00, 9100.31-00           Person To Contact:
                                               ----------, ID No. --------
                                               Telephone Number:
                                               --------
                                               Refer Reply To:
                                               CC:PSI:1
                                               PLR-108396-25
                                               Date:
                                               December 18, 2025


                                    LEGEND


 X                     =      --------
 Date 1                =      --------
 Date 2                =      --------
 Date 3                =      --------
 Country               =      --------


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

This letter responds to a letter dated March 14, 2025, submitted on behalf of X by its
authorized representatives, requesting an extension of time under § 301.9100-3 of the
Procedure and Administration Regulations to make an election under § 301.7701-3(c) to
be classified as an association taxable as a corporation for federal tax purposes.

                                    FACTS

X was formed on Date 1 under the laws of Country and elected to be treated as a
partnership for federal tax purposes effective Date 2. X represents that it intended to be
classified as an association taxable as a corporation for federal tax purposes effective
Date 3 following a sale of 100% of the interest in X. However, X inadvertently failed to
timely file Form 8832, Entity Classification Election, to elect to be classified as an
association taxable as a corporation for federal tax purposes.

                              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 or to be disregarded as an
entity separate from its owner.

Section 301.7701-3(b)(2)(i) provides that, 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 IRS Service Center designated on the form.

Section 301.7701-3(c)(1)(iii) provides, in part, 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 75 days prior to the date on which the election is
filed and can not 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 it was filed, it
will be effective 75 days prior to the date it was filed.

Under § 301.9100-1(c), the Commissioner may grant a reasonable extension of time
under the rules set forth in §§ 301.9100-2 and 301.9110-3 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 a "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 an election. Section
301.9100-2 provides automatic extensions of time for making certain elections. Section
301.9100-3 provides extensions of time for regulatory elections that do not meet the
requirements of § 301.9100-2.

Section 301.9100-3(a) provides that requests for relief under § 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 (i) the
taxpayer acted reasonably and in good faith, and (ii) the grant of 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 association taxable as a
corporation for federal tax purposes effective Date 3. A copy of this letter should be
attached to the Form 8832 filed for X.

This ruling is contingent on X and any of its U.S. owners 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 relief granted in this letter.
These returns include, but are not limited to, (i) Forms 5471, Information Return of U.S.
Persons with Respect to Certain Foreign Corporations, (ii) Forms 8858, Information
Return of U.S. Persons with Respect to Foreign Disregarded Entities (FDEs) and
Foreign Branches (FBs), and (iii) Forms 8865, Return of U.S. Persons with Respect to
Certain Foreign Partnerships, 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, this election 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 section 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 or imply no opinion concerning the
federal tax consequences of the facts described above under any other provision of the
Code and the regulations thereunder. 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. Pursuant to a power of attorney
on file with this office, a copy of this letter is being sent to your authorized
representative.

                                                   Sincerely,



                                                   Joy C. Spies
                                                   Senior Technician Reviewer, Branch 1
                                                   (Passthroughs, Trusts and Estates)


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