120 days granted for a foreign unlimited liability company to make a late election to be taxed as a corporation

Plain-English summary

A business entity formed outside the United States can choose how it is
treated for U.S. federal tax purposes by filing Form 8832, the entity
classification election. Here, a foreign "unlimited liability company"
wanted to be treated as an association taxable as a corporation but never
filed Form 8832 by the deadline. It asked the IRS for more time under
Treasury Regulation § 301.9100-3, representing that it acted reasonably and
in good faith, did not use hindsight, and that relief would not lower its
overall tax or prejudice the government. The IRS agreed and granted 120 days
to file the late Form 8832, effective the intended date. The relief is
conditioned on the company also filing, within 120 days, all required returns
(including amended returns) for open years consistent with being taxed as a
corporation. The IRS expressed no opinion on penalties or on whether the
company is otherwise eligible to make the election.

Ruling snapshot

• Question: May a foreign eligible entity that missed the deadline get an
  extension of time to make a late Form 8832 election to be taxed as a
  corporation?
• Outcome: Approved (120-day extension granted, subject to conditions)
• Key authorities: Treas. Reg. § 301.7701-3; Treas. Reg.
  §§ 301.9100-1 through 301.9100-3

Full text (IRS public release)

 Internal Revenue Service                                       Department of the Treasury
                                                                Washington, DC 20224

 Number: 202614008                                              Third Party Communication: None
 Release Date: 4/3/2026                                         Date of Communication: Not Applicable
 Index Number: 7701.00-00, 9100.00-00,
               9100.31-00                                       Person To Contact:
                                                                ------------------------, ID No. -----------------
 ------------------------------------                           Telephone Number:
 ------------------------------------------------------------   ---------------------
 -------------                                                  Refer Reply To:
 ---------------------------------------                        CC:PT&E:01
 -----------------------                                        PLR-113041-25
                                                                Date:
                                                                January 06, 2026




                                                   LEGEND

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

 Country       = ---------

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



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

This letter is in response to a letter dated June 19, 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 for X to file an election under § 301.7701-3
to be classified as an association taxable as a corporation for federal tax purposes.

                                                     FACTS

X was formed as an unlimited liability company under the laws of Country on Date.
However, X did not timely file Form 8832, Entity Classification Election, electing to be
treated as a corporation effective Date.

X represents that granting relief will not prejudice the interests of the government and
that it has not used hindsight in seeking relief to file a late election. X further represents
that the relief would not result in a lower tax liability in the aggregate for all years to
PLR-113041-25                                  2

which the request applies than if the election had been timely made. Finally, X
represents that it acted reasonably and in good faith.

                                            LAW

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, 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 on which 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-113041-25                                 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 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 representatives.
PLR-113041-25                            4

                                             Sincerely,

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


                                             By:_____________________________
                                             Joy C. Spies
                                             Senior Technician Reviewer, Branch 1
                                             Office of Associate Chief Counsel
                                             (Passthroughs, Trusts, and Estates)


Enclosure: Copy for § 6110 purposes

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