LLC granted late relief to elect corporate status and be treated as an S corporation

Plain-English summary

An LLC wanted to be taxed as an S corporation, but it never filed the two
elections that requires. An LLC first has to elect to be treated as a
corporation (Form 8832), and then elect S corporation status (Form 2553).
The company missed both deadlines. It asked the IRS for relief: an
extension of time under Treasury Regulation § 301.9100-3 for the corporate
classification election, and late S election relief under Section
1362(b)(5), which lets the IRS treat a late S election as timely if there
was reasonable cause. The IRS granted both. The LLC has 120 days from the
date of the letter to file Form 8832 (effective the intended date) and 120
days to file Form 2553; if it does, both elections count as timely. The
IRS noted this does not decide whether the entity actually qualifies as a
small business corporation under Section 1361(b), only that it may make the
elections late.

Ruling snapshot

• Question: May an LLC that missed both its corporate-classification
  election and its S corporation election get extensions of time to file
  them late?
• Outcome: Approved (120-day extensions granted for both Form 8832 and
  Form 2553)
• Key authorities: IRC § 1362(b)(5); 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: 202614024                                             Third Party Communication: None
 Release Date: 4/3/2026                                        Date of Communication: Not Applicable
 Index Number: 9100.31-00, 1362.01-03
                                                               Person To Contact:
 ----------------------------------------------                ----------------------, ID No. -----------------
 --------------------------------------------                  Telephone Number:
 -------------------------------                               ---------------------
 -------------------------                                     Refer Reply To:
                                                               CC:PT&E:B03
                                                               PLR-115432-25
                                                               Date:
                                                               January 14, 2026




Legend

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


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

 State =        -------------------




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

         This letter responds to a letter dated August 13, 2025, submitted on behalf of X
by its authorized representatives, requesting that the Service grant X an extension of
time under § 301.9100-3 of the Procedure and Administration Regulations to elect to be
treated as an association taxable as a corporation for federal tax purposes, and relief to
file a late S corporation election under § 1362(b)(5) of the Internal Revenue Code
(Code).

                                                    FACTS

       The information submitted states that X is a limited liability company formed on
Date under the laws of State. X represents that it was eligible and intended to be an S
corporation for federal tax purposes effective Date. However, X inadvertently failed to
timely file Form 2553, Election by a Small Business Corporation.
PLR-115432-25                                  2

                                   LAW AND ANALYSIS

      Section 1362(a)(1) provides that a small business corporation may elect to be an
S corporation.

       Section 1362(b)(1) provides that an election under § 1362(a) may be made by a
small business corporation for any taxable year at any time during the preceding taxable
year, or at any time during the taxable year and on or before the 15 th day of the third
month of the taxable year.

        Section 1362(b)(5) provides that if (A) an election under § 1362(a) is made for
any taxable year (determined without regard to § 1362(b)(3)) after the date prescribed
by § 1362(b) for making the election for the taxable year or no election is made for any
taxable year, and (B) the Secretary determines that there was reasonable cause for the
failure to timely make the election, then the Secretary may treat the election as timely
made for the taxable year (and § 1362(b)(3) shall not apply).

        Section 301.7701-3(a) provides 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. Elections are necessary only when an
eligible entity chooses to be classified initially as other than the default classification or
when an eligible entity chooses to change its classification.

      Section 301.7701-3(b)(1) provides that unless the entity elects otherwise, a
domestic eligible entity is: (i) a partnership if it has two or more members; or (ii)
disregarded as an entity separate from its owner if it has a single owner.

        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) by filing Form 8832 with the
appropriate service center. Section 301.7701-3(c)(1)(iii) provides that this election will
be effective on the date specified by the entity on Form 8832 or on the date filed if no
such date is specified. The date specified on Form 8832 cannot be more than 75 days
prior to 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 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-115432-25                                  3

        Section 301.9100-3(a) provides that requests for relief subject to § 301.9100-3
will be granted when the taxpayer provides 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, X is
granted an extension of time of 120 days from the date of this letter to file a Form 8832,
Entity Classification Election, with the appropriate service center to elect to be treated
as an association taxable as a corporation for federal tax purposes, effective Date. A
copy of this letter should be attached to the Form 8832.

       In addition, based solely on the facts submitted and representations made, we
conclude that X has established reasonable cause for failing to make a timely S
corporation election. Thus, we conclude that X is eligible for relief under § 1362(b)(5).
Accordingly, if X makes an election to be an S corporation effective Date by filing a
completed Form 2553 with the appropriate service center within 120 days following the
date of this letter, the election will be treated as timely made. A copy of this letter should
be attached to the Form 2553.

      The rulings contained in this letter are 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.

       Except as expressly provided herein, we express or imply no opinion concerning
the federal income tax consequences of the facts of this case under any other provision
of the Code and regulations thereunder, including whether X was or is a small business
corporation under § 1361(b). Additionally, § 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.

      This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3)
provides that it may not be used or cited as a precedent.
PLR-115432-25                                          4


       Under a power of attorney on file with this office, we are sending a copy to X’s
authorized representatives.



                                                Sincerely,

                                                Brian J. Barrett
                                                ________________________________________
                                                Brian J. Barrett
                                                Senior Technician Reviewer, Branch 3
                                                Office of the Associate Chief Counsel
                                                (Passthroughs, Trusts, and Estates)



Enclosure
      Copy for § 6110 purposes

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