Ezel / IRS Rulings / 202616003
Private Letter Ruling 202616003 Released April 17, 2026 Approved

Two LLCs that missed the deadline to elect corporate tax status get 120 more days to file Form 8832

Not precedent. Under 26 U.S.C. § 6110(k)(3), this written determination may not be used or cited as precedent. It resolved one taxpayer's situation on its specific facts, and identifying details were redacted by the IRS before release. The official IRS release (linked on this page as a PDF) is the authoritative source.
About this page: The plain-English summary and ruling snapshot below were written by Ezel based on the official IRS release. The full text is the IRS's own document.
View official IRS release (PDF)

Plain-English summary

Two limited liability companies wanted to be taxed as corporations instead of
under the default rules that apply to an LLC. To make that choice, an eligible
entity files Form 8832, the entity classification election, by a set deadline.
Both LLCs intended to be treated as corporations effective on specific dates
but never filed their Forms 8832 on time. They asked the IRS for a discretionary
extension under Treasury Regulation section 301.9100-3, which lets the IRS
forgive a missed regulatory election if the taxpayer acted reasonably and in
good faith and giving relief will not hurt the government. The companies
represented that they met those conditions, that hindsight was not involved,
and that the late elections would not lower their combined taxes. The IRS
granted the relief: each LLC has 120 days from the date of the letter to file
Form 8832 and be treated as a corporation as of its intended effective date.
The extension is conditioned on the companies filing all consistent returns
within the same 120 days, and the IRS noted that granting more time to elect
is not itself a ruling that the entities are eligible to make the election.

Ruling snapshot

  • Question: May two LLCs that failed to timely file Form 8832 get an extension of time to elect to be taxed as corporations?
  • Outcome: approved (120-day extension granted)
  • Key authorities: Treas. Reg. §§ 301.9100-1, 301.9100-3, 301.7701-3

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202616003
Release Date: 4/17/2026
Index Number: 7701.00-00, 9100.00-00, 9100.31-00

Third Party Communication: None
Date of Communication: Not Applicable

Person To Contact:
-----------------, ID No. -----------------
Telephone Number:

Refer Reply To:
CC:PT&E:01
PLR-115225-25
PLR-115226-25
Date:
January 15, 2026

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LEGEND

X = --------------------------------
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Y = --------------------------------
--------------------------------
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State = -------------------

Date 1 = -------------------------

Date 2 = -----------------------

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

This letter responds to your letter dated July 25, 2025, and subsequent
correspondence, submitted on behalf of X and Y by their representatives, requesting an
extension of time under § 301.9100-3 of the Procedure and Administration Regulations
to file elections under § 301.7701-3(c) to be treated as associations taxable as
corporations for federal tax purposes.

                                       FACTS

X and Y were formed as limited liability companies under the laws of State. X and Y
intended to be treated as associations taxable as corporations for federal tax purposes
effective Date 1 and Date 2, respectively. However, X and Y failed to file timely Forms
8832, Entity Classification Election, effective Date 1 and Date 2, respectively.

X and Y represent that granting relief will not prejudice the interests of the government
and that hindsight is not involved in seeking relief to file late elections. X and Y further
represent that the relief would not result in a lower tax liability in the aggregate for all
years to which the request applies than if the elections had been timely filed. Finally, X
and Y represent that they acted reasonably and in good faith.

                                         LAW

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 as provided in § 301.7701-3. Under
§ 301.7701-3(a), 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)(1) provides that except as provided in § 301.7701-3(b)(3), 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, 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, Entity Classification Election, with the service center designated on
Form 8832.

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 and no more than 12 months after the date the election is filed.

Sections 301.9100-1 through 301.9100-3 provide the standards that 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 rules for requesting extensions of time for regulatory elections that
do not meet the requirements of § 301.9100-2.

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 no more than six 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
or a revenue ruling, revenue procedure, notice, or announcement published in the
Internal Revenue Bulletin.

Under § 301.9100-3, a request for relief 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
the requirements of § 301.9100-3 have been satisfied. Accordingly, X and Y are
granted an extension of time of 120 days from the date of this letter to elect to be
classified as associations taxable as corporations for federal tax purposes effective
Date 1 and Date 2, respectively. The elections should be made by filing Forms 8832
with the appropriate service center and a copy of this letter should be attached to the
elections.

This ruling is contingent on X and Y filing within 120 days of this letter all required
returns or amended returns consistent with the relief granted in this letter.

Except for the specific ruling above, we express or imply no opinion concerning the
federal tax consequences of the facts of this case under any other provision of the
Code. 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 ruling request, it is subject to verification on examination

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.

In accordance with a power of attorney on file with this office, we are sending a copy of
this letter to your authorized representatives.

                                                           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

cc: ---------------
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