9100-3 relief, 60 days to file a late Form 8996 to self-certify as a Qualified Opportunity Fund

Plain-English summary

A Qualified Opportunity Fund (QOF) is an investment vehicle that gets special
tax benefits for putting money into designated low-income "opportunity zones."
To become a QOF, an entity must self-certify by filing Form 8996 with its tax
return by the due date. Here, an LLC taxed as a partnership was set up to invest
in opportunity zone property but did not know it had to file anything, and,
believing no return was needed because it had no income or expenses, never filed
Form 8996. After an accounting firm later spotted the missed filings across two
years of member contributions, the LLC asked the IRS for relief under the "9100"
regulation (Treas. Reg. § 301.9100-3) to make a late QOF election. The IRS found
the taxpayer acted reasonably and in good faith (it was unaware of the filing
requirement) and that relief would not cost the government revenue. It granted
60 days from the date of the letter to file Form 8996 with the first year's
return. The ruling does not decide whether the entity actually qualifies as a
QOF, and does not extend the deadline to file the partnership's Form 1065.

Ruling snapshot

• Question: Should a taxpayer get an extension of time to file a late Form
  8996 to self-certify as a Qualified Opportunity Fund?
• Outcome: Approved (9100-3 relief; 60 days to file Form 8996).
• Key authorities: IRC § 1400Z-2(d), (e)(4); Treas. Reg.
  § 1.1400Z2(d)-1(a)(2)(i); Treas. Reg. §§ 301.9100-1, 301.9100-3.

Full text (IRS public release)

Internal Revenue Service                       Department of the Treasury
                                               Washington, DC 20224

Number: 202612003                  Third Party Communication: None
Release Date: 3/20/2026            Date of Communication: Not Applicable
Index Number: 9100.00-00, 1400Z.02-00
                                               Person To Contact:
                                               ----------, ID No. --------
                                               Telephone Number:
                                               --------
                                               Refer Reply To:
                                               CC:ITA:B08
                                               PLR-111490-25
                                               Date:
                                               December 19, 2025


                                    LEGEND

Taxpayer =                          --------
Manager Member =                    --------
Accounting Firm =                   --------
State =                             --------
Amount 1 =                          --------
Amount 2 =                          --------
Month 1 =                           --------
Date 1 =                            --------
Date 2 =                            --------
Year 1 =                            --------
Year 2 =                            --------


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

This letter responds to Taxpayer's request for a letter ruling dated Date 1. Taxpayer
requests relief under sections 301.9100-1 and 301.9100-3[1] of the Procedure and
Administration Regulations for an extension of time to file a Form 8996, Qualified
Opportunity Fund, to self-certify as a qualified opportunity fund, as defined in section
1400Z-2(d) (QOF), effective as of Month 1, the first month in which Taxpayer intended
to be a QOF.

                                    FACTS

According to the information and representations provided, Taxpayer, a limited liability
company classified as a partnership for federal tax purposes, was formed on Date 2 in
State for the purpose of investing in qualified opportunity zone property within the
meaning of section 1400Z-2(d).

Taxpayer represents that it intended to elect to be a QOF beginning in Month 1.
Taxpayer and Manager Member were unaware of any reporting requirements with
respect to Taxpayer's intention to self-certify as a QOF. Taxpayer believed that filing its
federal tax return was not required as Taxpayer had no income or incurred expenses in
Year 1. As a result, Taxpayer erroneously did not file Form 8996. Taxpayer
subsequently received contributions from its members, with the intent that their
contributions constitute QOF investments, totaling Amount 1 for Year 1. Additionally, for
Year 2, Taxpayer received Amount 2 in contributions from its members; however, like
Year 1, Taxpayer did not file a federal income tax return because it had no income or
incurred expenses.

Taxpayer subsequently engaged Accounting Firm to provide accounting and tax
services for several of its entities. During its review, Accounting Firm realized that
Taxpayer had received capital investments in Year 1 and Year 2. Accounting Firm
confirmed these amounts were meant to qualify as QOF investments and confirmed that
a federal tax return and Form 8996 had not been filed for either Year 1 or Year 2. At this
time, Accounting Firm realized Taxpayer had failed to make a timely certification as a
QOF effective as of Month 1 for Year 1.

Upon realization, Accounting Firm advised Taxpayer to file the federal tax return for
Year 2, including the required Form 8996. Additionally, Accounting Firm advised
Taxpayer to submit a private letter ruling pursuant to §§ 301.9100-1 and 301.9100-3 to
request relief to make a late election to certify as a QOF.

Taxpayer represents that granting relief under § 301.9100-3 will not result in a lower tax
liability for the years affected by the election (taking into account the time value of
money).

[1] Unless otherwise specified, all "section" references are to sections of the Internal Revenue Code (Code)
and all "§" references to sections of the Treasury Regulations (26 CFR Part 1) or (26 CFR Part 301).

                              LAW AND ANALYSIS

Section 1400Z-2(e)(4) directs the Secretary to prescribe such regulations as may be
necessary to carry out the purposes of section 1400Z-2, including rules for the
certification of QOFs. Section 1.1400Z2(d)-1(a)(2)(i) of the regulations provides that the
self-certification of a QOF must be timely-filed and effectuated annually in such form
and manner as may be prescribed by the Commissioner of Internal Revenue in the
Internal Revenue Service forms or instructions, or in publications or guidance published
in the Internal Revenue Bulletin. The Form 8996 Instructions published pursuant to
these regulations specify that to self-certify as a QOF, a taxpayer must file Form 8996
with its tax return for the year to which the certification applies by the due date of the tax
return (including extensions).

Section 301.9100-3(a) of the regulations provides that requests for extensions of time
for regulatory elections (other than automatic extensions covered in § 301.9100-2) will
be granted when the taxpayer provides evidence (including affidavits) to establish that
the taxpayer acted reasonably and in good faith and the grant of relief will not prejudice
the interests of the Government.

Section 301.9100-3(b)(1) of the regulations provides that a taxpayer is deemed to have
acted reasonably and in good faith if the taxpayer—

       (i) requests relief before the failure to make the regulatory election is discovered
       by the Service;

       (ii) failed to make the election because of intervening events beyond the
       taxpayer's control;

       (iii) failed to make the election because, after exercising reasonable diligence,
       the taxpayer was unaware of the necessity for the election;

       (iv) reasonably relied on the written advice of the Service; or

       (v) reasonably relied on a qualified tax professional, and the professional failed to
       make, or advise the taxpayer to make, the election.

In addition, § 301.9100-3(b)(3) provides that a taxpayer is deemed not to have acted
reasonably and in good faith if the taxpayer—

       (i) seeks to alter a return position for which an accuracy-related penalty has been
       or could be imposed under § 6662 at the time the taxpayer requests relief, and
       the new position requires or permits a regulatory election for which relief is
       requested;

       (ii) was fully informed in all material respects of the required election and related
       tax consequences but chose not to make the election; or

       (iii) uses hindsight in requesting relief (if specific facts have changed since the
       original deadline that make the election advantageous to a taxpayer, the Service
       will not ordinarily grant relief).

Section 301.9100-3(c)(1) of the regulations provides that the Commissioner will grant a
reasonable extension of time to make the regulatory election only when the interests of
the Government will not be prejudiced by the granting of relief. Section 301.9100-
3(c)(1)(i) of the regulations provides that the interests of the Government are prejudiced
if granting relief would result in a taxpayer having a lower tax liability in the aggregate
for all taxable years affected by the election than the taxpayer would have had if the
election had been timely made (taking into account the time value of money).

                                 CONCLUSION

The information and representations provided indicates that Taxpayer did not file its
Form 8996 by the due date of its federal income tax return for Year 1 because Taxpayer
was unaware of the necessity of the election. Based on the information provided,
including affidavits and representations under penalties of perjury, we conclude that
Taxpayer has acted reasonably and in good faith, and that granting a reasonable
extension of time for Taxpayer to file Form 8996 will not prejudice the interests of the
Government. Accordingly, we grant Taxpayer an extension of 60 days from the date of
this letter ruling to file a Form 8996 to make the election to self-certify as a QOF under
section 1400Z-2(d) and section 1.1400Z2(d)-1(a)(2)(i). The election must be made on a
completed Form 8996 attached to Taxpayer's Year 1 tax return. This letter ruling grants
an extension of time to file a Form 8996. This letter ruling does not grant an extension
of time to file Taxpayer's Form 1065.

                                    CAVEATS

The granting of an extension of time in this ruling letter is not a determination that
Taxpayer is otherwise eligible to self-certify as a QOF. See § 301.9100-1(a).

This ruling is based upon facts and representations submitted by the Taxpayer and
accompanied by penalty of perjury statements executed by the appropriate parties. This
office has not verified any of the material submitted in support of the request for a ruling.
However, as part of an examination process, the Service may verify the factual
information, representations, and other data submitted.

Except as expressly provided herein, no opinion is either expressed or implied
concerning the tax consequences of any aspect of any transaction or item discussed or
referenced in this letter. Specifically, we have no opinion, either express or implied,
concerning whether any investments made in Taxpayer are qualifying investments as
defined in § 1.1400Z2(a)-1(b)(34) or whether Taxpayer meets the requirements under
section 1400Z-2 and the regulations thereunder to be treated as a QOF. In addition, we
also express no opinion on whether any interest owned in any entity by Taxpayer
qualifies as qualified opportunity zone property, as defined in section 1400Z-2(d)(2), or
whether such entity would be treated as a qualified opportunity zone business, as
defined in section 1400Z-2(d)(3). We express no opinion regarding the tax treatment of
the instant transaction under the provisions of any other sections of the Internal
Revenue Code or regulations that may be applicable, or regarding the tax treatment of
any conditions existing at the time of, or effects resulting from, the instant transaction.

A copy of this letter must be attached to any tax return to which it is relevant.
Alternatively, taxpayers filing their returns electronically may satisfy this requirement by
attaching a statement to their return that provides the date and control number of the
letter ruling. Taxpayers that have previously filed a return or administrative adjustment
requests attaching Form 8996 should submit a copy of this letter ruling to the Service
Center where Taxpayer files its returns along with a cover letter requesting that the
Service associate this ruling with the previous filing(s).

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) provides that
it may not be used or cited as precedent. Enclosed is a copy of the letter ruling showing
the deletions proposed to be made when it is disclosed under § 6110.


                                           Sincerely,



                                           Erika Reigle
                                           Acting Branch Chief, Branch 8
                                           Office of Associate Chief Counsel
                                           (Income Tax & Accounting)

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